Item 1.02 Termination of a Material Definitive Agreement
Senior Credit Facilities
In connection with the consummation of the Merger, on
5.75% Senior Notes due
In connection with the consummation of the Merger, the Company issued a notice
of full redemption of the
Tax Receivable Agreements
The Company and/or certain of its subsidiaries are obligors under the tax
receivable agreements and the tax receivable agreement acknowledgment and
termination letter filed as Exhibits 10.2 through 10.7 and 10.57 to the
Company's Form 10-K for the fiscal year ended
On
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receivable agreements filed as Exhibits 10.2, 10.6 and 10.7 to the Company Form 10-K of its intention to terminate those agreements on the terms and subject to . . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information provided in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.
Upon the terms and subject to the conditions of the Merger Agreement, at the
Effective Time, each share of the Common Stock issued and outstanding as of
immediately prior to the Effective Time (other than any (i) Restricted Shares
(as defined below) and (ii) shares owned by (A) Parent, Merger Sub or any other
wholly owned subsidiary of Parent, the Company or any wholly owned subsidiary of
the Company (and, in each case, not held on behalf of third parties) or
(B) stockholders who have properly made and not validly withdrawn or lost a
demand for appraisal rights with respect to their shares) was automatically
converted into the right to receive an amount in cash, without interest and
subject to any applicable withholding taxes, equal to
At the Effective Time, the equity-based awards of the Company outstanding as of immediately prior to the Effective Time were generally subject to the following treatment:
• each option to acquire shares of the Common Stock (a "Company Option"),
whether vested or unvested, was converted into an option to purchase a number of shares of Parent common stock ("Parent Shares") based on the equity award exchange ratio set forth in the Merger Agreement (the "Equity Award Exchange Ratio"), with the exercise price per share of the Common Stock applicable to such Company Option adjusted by the Equity Award Exchange Ratio;
• each outstanding restricted share of the Common Stock (a "Restricted
Share") subject to specified return-based vesting conditions (the "Exit-Vesting Conditions") fully vested at the Effective Time pursuant to its terms and conditions as in effect as of the date of the Merger Agreement and was automatically converted into the right to receive the Per Share Merger Consideration, less any withholding taxes;
• each outstanding restricted stock unit award of the Company (an "RSU"),
whether vested or unvested (including any outstanding RSU subject to Exit-Vesting conditions that fully vested at the consummation of the Merger pursuant to its terms and conditions as in effect as of the date of the Merger Agreement), was converted into a restricted stock unit denominated in Parent Shares (a "Parent RSU") based on the Equity Award Exchange Ratio, with the number of Parent Shares subject to such Parent RSU equal to the product of (i) (A) in the case of a service-based RSU, the total number of shares of the Common Stock subject to such RSU immediately prior to the Effective Time or (B) in the case of a performance-based RSU, the number of shares of the Common Stock subject to such RSU award based on target performance multiplied by (ii) the Equity Award Exchange Ratio;
• each outstanding stock appreciation right award of the
whether vested or unvested, was converted into a stock appreciation right denominated in a number of Parent Shares based on the Equity Award Exchange Ratio, with the strike price per share of the Common Stock applicable to such SAR adjusted by the Equity Award Exchange Ratio; and • each deferred stock unit award of the Company, whether vested or . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
In connection with the consummation of the Merger, on
Additionally, the Company intends to file with the
Item 3.03 Material Modification to Rights of Security Holders.
As of the Effective Time, the stockholders of the Company as of immediately prior to the Effective Time ceased to have any rights as stockholders of the Company other than the right to receive the Per Share Merger Consideration (in accordance with the terms of the Merger Agreement) and the Dividend. The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
The information set forth in the Introductory Note, Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As of the Effective Time, all of the Company's existing directors and officers,
except
Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the consummation of the Merger, the Company's certificate of incorporation and its bylaws, as in effect immediately prior to the consummation of the Merger, were each amended and restated in their entirety, effective as of the Effective Time. Copies of the certificate of incorporation and bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto and are incorporated by reference into this Item 5.03.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description Exhibit 2.1 Agreement and Plan of Merger, dated as ofJanuary 5, 2021 , by and amongChange Healthcare Inc. , UnitedHealth Group Incorporated andCambridge Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed onJanuary 6, 2021 ). Exhibit 2.2 Waiver, dated as ofApril 4, 2022 , between UnitedHealth Group Incorporated,Cambridge Merger Sub Inc. andChange Healthcare Inc. (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed onApril 5, 2022 ). Exhibit 3.1 Amended and Restated Certificate of Incorporation ofChange Healthcare Inc. Exhibit 3.2 Amended and Restated Bylaws ofChange Healthcare Inc. Exhibit 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
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