Change Healthcare Inc. (Nasdaq: CHNG), a leading independent healthcare technology company, today announced that its wholly-owned subsidiaries, Change Healthcare Holdings, LLC and Change Healthcare Finance, Inc. (the "Issuers"), priced $325.0 million aggregate principal amount of their 5.75% senior unsecured notes due 2025 (the "Senior Notes") at 100.0% of their principal amount. The notes will be issued as part of the same series as the $1,000.0 million of 5.75% Senior Notes due 2025 issued in February 2017. The offering is expected to close on April 21, 2020, subject to certain customary closing conditions.
Change Healthcare intends to use the net proceeds from this offering for general corporate purposes, which may include, without limitation, the acquisition of companies or businesses, including the previously announced potential acquisition of eRx Network, repayment and refinancing of indebtedness, working capital and capital expenditures and to pay fees and expenses in connection with the offering.
The Senior Notes are being offered in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), only to qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States only to non-U.S. investors pursuant to Regulation S. The Senior Notes will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the Senior Notes or any other security and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.
About Change Healthcare
Change Healthcare (Nasdaq: CHNG) is a leading independent healthcare technology company that provides data and analytics-driven solutions to improve clinical, financial and patient engagement outcomes in the U.S. healthcare system. We are a key catalyst of a value-based healthcare system, accelerating the journey toward improved lives and healthier communities.
This press release contains "forward-looking statements" within the meaning of federal securities laws. Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning the expected closing of the notes offering and our intention to apply the net proceeds of the notes. These statements often include words such as "anticipate," "expect," "suggest," "plan," "believe," "intend," "estimate," "target," "project," "should," "could," "would," "may," "will," "forecast," "outlook," "potential," "continues," "seeks," "predicts," and the negatives of these words and other similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, including factors disclosed in the Registration Statement on Form S-4 (No. 333-236234) in the section entitled "Risk Factors," and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Given these uncertainties, you should not place undue reliance on any forward-looking statements in this release. All forward-looking statements are based on information currently available to Change Healthcare and are qualified in their entirety by this cautionary statement. The statements herein speak only as of the date such statements were first made. Except to the extent required by law, Change Healthcare assumes no obligation to update any such forward-looking statements or other statements included in this release.
Evan Smith, CFA