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Change Healthcare Inc. Prices IPO and Concurrent Offering of Tangible Equity Units

John Jannarone

NASHVILLE, Tenn.–(BUSINESS WIRE)–Change Healthcare Inc. (“Change” or “the Company”), a leading independent healthcare technology platform, announced today the pricing of its initial public offering of 42,857,142 shares of its common stock at a price to the public of $13.00 per share and its concurrent offering of 5,000,000 of its 6.00% tangible equity units (“Units”), with a stated amount of $50. The offerings are expected to close on July 1, 2019, subject to customary closing conditions. The completion of the Units offering is conditioned upon the completion of the common stock offering, but the completion of the common stock offering is not conditioned upon the completion of the Units offering.

Change has granted the underwriters in the common stock offering a 30-day option to purchase up to an additional 6,428,571 shares of common stock. Change has granted the underwriters in the Units offering an option to purchase, within a 13-day period beginning on, and including, the date of the initial issuance of the Units, up to an additional 750,000 Units. The shares and the Units are expected to begin trading on the Nasdaq Global Select Market on June 27, 2019 under the symbols “CHNG” and “CHNGU,” respectively.

Unless earlier settled, each stock purchase contract will automatically settle on June 30, 2022 (subject to postponement in limited circumstances) for between 3.2051 and 3.8461 shares of the Company’s common stock per purchase contract, subject to adjustment, based upon the applicable market value of the common stock, as described in the prospectus relating to the Unit offering.

Change intends to use the net proceeds from both the common stock offering and the Units offering to repay a portion of the outstanding indebtedness under its senior secured term loan facility.

Barclays, Goldman Sachs & Co. LLC and J.P. Morgan are acting as lead book-running managers for the offerings. BofA Merrill Lynch, Citigroup, Credit Suisse, Deutsche Bank Securities, Morgan Stanley and RBC Capital Markets are also acting as joint bookrunners for the offerings. Blackstone Capital Markets, Baird, Cantor Fitzgerald & Co., Cowen, First Liberties Financial, Guggenheim Securities, Piper Jaffray, SunTrust Robinson Humphrey, SVB Leerink, Wells Fargo Securities, William Blair, Drexel Hamilton and Siebert Cisneros Shank & Co., LLC are acting as co-managers for the offerings.

Each offering is being made only by means of a prospectus relating to such offering. When available, copies of each prospectus may be obtained from: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 888-603-5847, email: Barclaysprospectus@broadridge.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, email: prospectus-ny@ny-email.gs.com; or J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204, email: prospectus-eq_fi@jpmchase.com.

A registration statement, including separate prospectuses, relating to these securities was filed with, and declared effective by, the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Change Healthcare Inc.

Change Healthcare 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.

Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. These forward-looking statements include any statements regarding the commencement of trading of Change’s common stock and Units on the Nasdaq Global Select Market, the anticipated settlement dates of the offerings and the use of proceeds from the offerings. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include but are not limited to those described under “Risk Factors” in Change’s registration statement relating to the offerings. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the registration statement. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law.

Source: Change Healthcare Inc.

CHNG-IR

Contacts

Evan Smith

Investor Relations

404-338-2225

Evan.Smith@changehealthcare.com