This Amendment No. 4 (this Amendment No. 4) amends and supplements the Schedule TO
filed by McKesson Corporation (the McKesson or the Company) with the Securities and Exchange Commission (SEC) on February 10, 2020, as amended by Amendment No. 1 to the Schedule TO, filed with the SEC on
February 14, 2020, Amendment No. 2 to the Schedule TO, filed with the SEC on March 5, 2020, and Amendment No. 3 to the Schedule TO, filed with the SEC on March 10, 2020 (as so amended, the Schedule TO).
This Schedule TO relates to the offer by the Company to exchange all shares of common stock, par value $0.001 per share (the SpinCo Common Stock),
of its wholly owned subsidiary, PF2 SpinCo, Inc. (SpinCo), a Delaware corporation, for shares of the Companys common stock, par value $0.01 per share (the McKesson Common Stock), that are validly tendered and not
properly withdrawn prior to the expiration of the Exchange Offer (as defined below). On March 10, 2020, following completion of the Exchange Offer, SpinCo merged with and into Change Healthcare Inc. (Change), a Delaware corporation,
with Change surviving the merger (the Merger). Pursuant to the Merger, each share of SpinCo Common Stock automatically converted into one share of Changes common stock, par value $0.001 per share (the Change Common
Stock), on the terms and subject to the conditions set forth in the Prospectus-Offer to Exchange, as amended on February 14, 2020 (as amended or supplemented, the Prospectus), the Letter of Transmittal and the instructions to
the Letter of Transmittal included therein, copies of which are attached hereto as Exhibit (a)(1)(i) (which, together with any amendments or supplements thereto, collectively constitute the Exchange Offer).
In connection with the Exchange Offer, SpinCo has filed under the Securities Act of 1933, as amended (the Securities Act), a registration
statement on Form S-4 and Form S-1 (Registration No. 333-236236) (the SpinCo Registration Statement) to register
the shares of SpinCo Common Stock offered in exchange for shares of McKesson Common Stock tendered in the Exchange Offer and to be distributed in any Spin-off. Change has also filed under the Securities Act a
registration statement on Form S-4 (Registration No. 333-236234) (the Change Registration Statement) to register the shares of Change Common Stock into
which shares of SpinCo Common Stock will be converted in the Merger. The SpinCo Registration Statement and the Change Registration Statement both include the Prospectus, which is a joint prospectus of SpinCo and Change relating to the Exchange
Offer, the Spin-off and the Merger. The SpinCo Registration Statement and the Change Registration were each declared effective by the SEC on February 28, 2020.
The information set forth in the Prospectus and the Letter of Transmittal and the instructions to the Letter of Transmittal included therein are incorporated
herein by reference in response to all the items of this Schedule TO, except as otherwise set forth below.
This Amendment No. 4 shall be read
together with the Schedule TO. Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Schedule TO.
Item 4.
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Terms of the Transaction.
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Item 4(a) of the Schedule TO, which incorporates by reference the information contained in the Exchange Offer, is hereby amended and supplemented by adding the
following thereto:
(a) Material Terms.
The Exchange Offer
expired at 11:59 p.m., New York City time, on March 9, 2020. Under the terms of the Exchange Offer, 11.4086 shares of SpinCo Common Stock were exchanged for each share of McKesson Common Stock accepted in the Exchange Offer. McKesson accepted
15,426,537 of the tendered shares in exchange for 175,995,192 shares of SpinCo Common Stock, which were immediately converted into an equal number of whole shares of Change Common Stock (with cash in lieu of fractional shares) upon completion of the
Merger, which closed on March 10, 2020.
Because the Exchange Offer was oversubscribed, McKesson accepted tendered shares of McKesson Common Stock on
a pro rata basis in proportion to the total number of shares validly tendered and accepted for exchange. Holders of McKesson Common Stock who owned fewer than 100 shares of McKesson Common Stock, or an odd lot of such shares, and who
validly tendered all of their shares, were not subject to proration in accordance with the terms of the Exchange Offer. The final proration factor of approximately 14.82% was applied to all other shares of McKesson Common Stock that were validly
tendered and not validly withdrawn to determine the number of such shares that were accepted from each tendering shareholder.