Change Healthcare (CHNG) 424B3Prospectus supplement

“2017 Tax Receivable Agreement” means the Tax Receivable Agreement, dated as of February 28, 2017, among Change Healthcare Performance, Inc. (formerly Change Healthcare, Inc.), Change, Change Healthcare LLC and the other parties named therein.

“Ancillary Agreements” means the agreements negotiated in connection with the Joint Venture Transactions and the Transactions, including the Contribution Agreement, LLC Agreement, Transition Services Agreements, Registration Rights Agreement, Tax Matters Agreement, the Letter Agreement and each other agreement entered into in writing in connection with the Controlled Transfer and/or the Distribution (to the extent the applicable party to the Separation Agreement is bound thereby), in each case to the extent such Ancillary Agreements remain in effect pursuant to their terms.

“Blackstone” means investment funds associated with The Blackstone Group Inc.

“BPS” means McKesson Business Performance Services, a business unit of Core MTS.

“CCA” means McKesson Connected Care & Analytics, a business unit of Core MTS, excluding RelayHealth Pharmacy.

“Change” means Change Healthcare Inc. (formerly HCIT Holdings, Inc.), a Delaware Corporation.

“Change Common Stock” means the common stock of Change, par value $0.001 per share.

“Change Tax Opinion” means an opinion of Ropes & Gray LLP, dated as of the closing date of the Merger, on the basis of customary assumptions and representations, to the effect that the Merger will be treated for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code and that each of Change and SpinCo will be a “party to the reorganization” within the meaning of Section 368(b) of the Code (or, if Ropes & Gray LLP shall have notified Change that it will be unable to render a Change Tax Opinion, a written opinion to the same effect from a law or accounting firm that is nationally recognized as an expert in federal income tax matters and reasonably acceptable to Change and SpinCo).

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Completing Transfer” means, to the extent not previously completed, the conveyance to SpinCo by McKesson and/or McKesson’s affiliates of (i) all of McKesson or its subsidiaries’ rights, title and interest in and to all of the issued and outstanding equity of the McKesson Members and (ii) if applicable, all of McKesson or its subsidiaries’ rights, title and interest in and to any LLC Units not held at such time by the McKesson Members.

“Contributed Businesses” means the Core MTS business and Legacy CHC business, including substantially all of the assets and operations of Legacy CHC, but excluding the eRx Network.

“Contribution Agreement” means the Agreement of Contribution and Sale, dated as of June 28, 2016, the Legacy CHC Stockholders entered into with McKesson and the other parties thereto in connection with the formation of the Joint Venture.

“Controlled Transfer” means certain transfers by McKesson of McKesson’s direct and indirect equity interests in the Joint Venture by contributing, in one or more contributions, all of the issued and outstanding equity in the McKesson Members, to SpinCo in exchange for McKesson’s receipt of SpinCo Common Stock, in accordance with the Separation Agreement, immediately after which SpinCo will hold, directly or indirectly, all of McKesson’s direct and indirect equity interests in the Joint Venture.

“Core MTS” means the majority of McKesson’s former Technology Solutions segment that was contributed to the Joint Venture pursuant to the Contribution Agreement in connection with the Joint Venture Transactions.

“Credit Agreement” means the credit agreement dated as of March 1, 2017 among Change Healthcare Intermediate Holdings, LLC, Change Healthcare Holdings, LLC, the other borrowers party thereto, the other guarantors party thereto from time to time, Bank of America, N.A. and the other lenders party thereto from time to time, as amended.

“Distribution” means thesplit-off together with thespin-off, if any.

“EIS” means McKesson Enterprise Information Solutions, a business unit of MTS that was excluded from Core MTS and retained by McKesson in the Joint Venture Transactions.

“eRx Network” means Legacy CHC’s pharmacy claims switching and prescription routing businesses.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“exchange agent” means Equiniti Trust Company, in its role as exchange agent in connection with the Transactions.

“Hellman & Friedman” means investment funds associated with the affiliated companies of Hellman & Friedman LLC.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“information agent” means D.F. King & Co., Inc., in its role as information agent for the exchange offer.

“Internal Reorganization” means an internal reorganization to be completed by McKesson and its subsidiaries such that, among other things, (i) prior to the effectiveness of the registration statement of which this document forms a part, PF2 SpinCo LLC was, on December 27, 2019, reorganized into a Delaware corporation named PF2 SpinCo, Inc. and (ii) prior to the consummation of the exchange offer, McKesson will contribute, directly or indirectly, all of the LLC Units it directly or indirectly holds in the Joint Venture to SpinCo.

“IWS” means McKesson Imaging & Workflow Solutions, a business unit of Core MTS.

“Joint Venture” means Change Healthcare LLC, a Delaware limited liability company.

“Joint Venture Transactions” means the transactions that closed on March 1, 2017 pursuant to the Contribution Agreement related to the establishment of the Joint Venture, including the contribution of the Contributed Businesses.

“Legacy CHC” means the legacy business of Change Healthcare Performance, Inc. (formerly Change Healthcare, Inc.).

“Legacy CHC Transition Services Agreement” means the transition services agreement pursuant to which Change is obligated to provide certain services to the eRx Network for a specified transition period.

“Letter Agreement” means an amended and restated letter agreement between the Joint Venture, McKesson, the McKesson Members, Change and certain subsidiaries of the Joint Venture, pursuant to which, among other things, McKesson may adjust the manner in which depreciation or amortization deductions in respect of assets transferred to the Joint Venture at the closing of the Joint Venture Transactions are allocated among Change and the McKesson Members, and Change may be required to make cash payments to McKesson in respect of certain cash tax savings realized by Change for any tax period ending prior to the date on which McKesson ceases to own at least 20% of the outstanding LLC Units in the Joint Venture.

“LLC Agreement” means the limited liability company agreement of the Joint Venture.

“LLC Units” means the single class of membership interests in the Joint Venture provided for by the LLC Agreement.

“MCK IPCo” means PF2 IP LLC, a Delaware limited liability company.

“McKesson” means McKesson Corporation, a Delaware corporation.

“McKesson Common Stock” means the common stock of McKesson, par value $0.01 per share.

“McKesson Merger Tax Opinion” means an opinion of a McKesson Tax Advisor, dated as of the closing date of the Merger, on the basis of customary assumptions and representations, to the effect that the Merger will be treated for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code and that each of Change and SpinCo will be a “party to the reorganization” within the meaning of Section 368(b) of the Code.

“McKesson Members” means PST together with MCK IPCo.

“McKesson Separation Tax Opinion” means an opinion of a McKesson Tax Advisor, dated as of the closing date of the Merger, on the basis of customary assumptions and representations, to the effect that (i) the Controlled Transfer, together with the Distribution, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code, and that each of McKesson and SpinCo will be a “party to the reorganization” within the meaning of Section 368(b) of the Code, (ii) the Distribution, as such, will qualify as a distribution of stock of SpinCo to McKesson’s stockholders pursuant to Section 355 of the Code and (iii) the Merger should not cause Section 355(e) of the Code to apply to the Distribution.

“McKesson Tax Advisor” means Davis Polk & Wardwell LLP or Ernst & Young LLP, tax advisors to McKesson.

“McKesson Tax Opinions” means the McKesson Merger Tax Opinion and the McKesson Separation Tax Opinion.

“McKesson Tax Receivable Agreement” means the tax receivable agreement, dated as of March 1, 2017, entered into in connection with the closing of the Joint Venture Transactions among Change Healthcare LLC, the McKesson Members, McKesson and Change.

“McKesson Transition Services Agreement” means the transition services agreement pursuant to which Change relies on McKesson and its affiliates to provide Change with certain services for its business and customers for a specified transition period.

“Merger” means the merger of SpinCo with and into Change pursuant to the Merger Agreement.

“Merger Agreement” means the Agreement and Plan of Merger by and between SpinCo, Change and McKesson, dated as of December 20, 2016 in respect of the Merger.

“MHS” means McKesson Health Solutions, a business unit of Core MTS.

“MTS” means McKesson Technology Solutions, McKesson’s former operating segment that included the Core MTS business.

“Option Agreement” means the option agreement entered into in connection with the Joint Venture Transactions for a subsidiary of the Joint Venture to acquire the eRx Network.

“Pricing Mechanism” means the pricing mechanism for determining the final exchange ratio for the exchange offer, as described under “The Exchange Offer—Terms of the Exchange Offer—Pricing Mechanism”.

“PST” means PF2 PST Services LLC (formerly PF2 PST Services Inc.), a Delaware limited liability company. In connection with the Internal Reorganization, PST reorganized into a Delaware limited liability company on December 24, 2019.

“purchase contract” means the purchase contract component of each TEU.

“Qualified McKesson Exit” means, subject to the terms and conditions provided in the LLC Agreement, aspin-off orsplit-off transaction (or a combination of the foregoing) that would result, among other things, in the acquisition by Change of SpinCo, which will hold, following the Internal Reorganization, all the LLC Units in the Joint Venture currently held by McKesson, directly or indirectly, and the issuance by Change to McKesson and/or McKesson’s securityholders of an equal number of shares of Change Common Stock.

“Registration Rights Agreement” means the registration rights agreement Change entered into with the Sponsors and McKesson in connection with the Joint Venture Transactions.

“RelayHealth Pharmacy” means McKesson’s RelayHealth Pharmacy Network, a business formerly operated by CCA that was excluded from Core MTS and retained by McKesson in the Joint Venture Transactions.

“Revolving Credit Facility” means the Joint Venture’s senior secured revolving credit facility.

“SEC” means the Securities and Exchange Commission.

“Senior Notes” means the Joint Venture’s 5.75% senior notes due March 1, 2025.

“Senior Secured Credit Facilities” means the Revolving Credit Facility and the Term Loan Facility.

“Securities Act” means the Securities Act of 1933, as amended.

“Separation” means the separation of SpinCo from McKesson pursuant to the Separation Agreement.

“Separation Agreement” means the Separation and Distribution Agreement dated as of February 10, 2020, by and between McKesson, SpinCo and Change.

“SpinCo” means (i) prior to the Internal Reorganization, PF2 SpinCo LLC, a Delaware limited liability company and (ii) following its reorganization into a Delaware corporation in connection with the Internal Reorganization on December 27, 2019, PF2 SpinCo, Inc.

“SpinCo Common Stock” means the common stock of SpinCo, par value $0.001.

“spin-off” means a pro rata distribution by McKesson to its stockholders of the outstanding shares of SpinCo remaining if the exchange offer is undertaken and consummated but the exchange offer is not fully subscribed because less than all shares of SpinCo Common Stock owned by McKesson are exchanged, or if the exchange offer is consummated but not all of the shares of SpinCo Common Stock owned by McKesson are exchanged due to the upper limit being reached.

“Sponsors” means investment funds associated with The Blackstone Group Inc. and investment funds associated with the affiliated companies of Hellman & Friedman LLC.

“Tax Matters Agreement” means the tax matters agreement which would govern the rights, responsibilities and obligations of McKesson and SpinCo after a Qualified McKesson Exit with respect to tax liabilities and benefits (including indemnification provisions in favor of McKesson in the event certain transactions related to the Qualified McKesson Exit do not qualify fortax-free treatment), tax attributes, tax contests and other tax sharing regarding U.S. federal, state and local, andnon-U.S., taxes, other tax matters and related tax returns.

“Term Loan Facility” means the Joint Venture’s senior secured term loan facility.

“TEUs” means the 6.00% tangible equity units issued by Change.

“Transactions” means the transactions contemplated by the Merger Agreement and the Separation Agreement, which provide for, among other things, the Separation, the Distribution and the Merger, as described in “The Transactions.”

“transfer agent” means Equiniti Trust Company, in its role as transfer agent and registrar for the Change Common Stock in connection with the Transactions.

“Transition Services Agreements” means the Legacy CHC Transition Services Agreement collectively with the McKesson Transition Services Agreement.

“Valuation Date” means each of the second, third and fourth trading days preceding the exchange offer period, as may be extended.

“VWAP” means volume–weighted average price.

What is the Joint Venture, and why did McKesson enter into the Joint Venture?

In June 2016, the Legacy CHC Stockholders entered into the Contribution Agreement with McKesson and the other parties thereto. Under the terms of the Contribution Agreement, the parties completed the establishment of the Joint Venture, a joint venture that combined the Contributed Businesses.

What is the organizational structure of SpinCo, the Joint Venture and Change?

SpinCo, Change and each of the McKesson Members were formed in connection with the Joint Venture Transactions and do not own any material assets or have any operations other than through their respective interests in the Joint Venture (which interests SpinCo acquired or will acquire pursuant to the Internal Reorganization). As of December 31, 2019, each of Change and McKesson (through the McKesson Members) has equal representation on the Joint Venture’s board of directors and all major operating, investing and financial activities require the consent of both such members. As a result, neither McKesson nor Change consolidates the financial position and results of the Joint Venture. Instead, each of McKesson and Change account for their respective investments in the Joint Venture under the equity method of accounting. Upon consummation of the Transactions, the Joint Venture would become a consolidated subsidiary of Change.

Immediately after consummation of the Merger, approximately 51% of the outstanding shares of Change Common Stock are expected to be held bypre-Merger holders of McKesson Common Stock, and approximately 49% of the outstanding shares of Change Common Stock are expected to be held bypre-Merger holders of Change Common Stock, in each case on a fully diluted basis in the aggregate, including Change employees who hold outstanding equity awards issued pursuant to Change’s equity incentive plans and investors who hold Change’s purchase contracts (and assuming the maximum number of shares of Change Common Stock issuable upon automatic settlement of such purchase contracts, and excluding any shares of Change Common Stock that apre-Merger holder of McKesson Common Stock may have held, or vice-versa).

Why has McKesson decided to separate SpinCo from McKesson through the exchange offer?

McKesson believes that distribution of the shares of SpinCo Common Stock that it holds to McKesson stockholders, by way of an exchange offer rather than apro rataspin-off, is atax-efficient way to divest its interest in the Joint Venture while allowing McKesson’s stockholders an opportunity to adjust their current investment between McKesson and the post-Merger Change. See “The Transactions—McKesson’s Reasons for the Transactions.” McKesson believes that the exchange offer is an efficient way to allow holders of McKesson Common Stock to own an interest in a post-Merger Change that wholly owns and consolidates the entire business of the Joint Venture. See “The Transactions—McKesson’s Reasons for the Transactions.”

What are you being offered in the Transactions?

In the exchange offer, McKesson will offer to you the right to exchange all or a portion of your shares of McKesson Common Stock for shares of SpinCo Common Stock.

What is the aggregate number of shares of SpinCo Common Stock being offered in the exchange offer?

In the exchange offer, McKesson is offering 175,995,192 shares of SpinCo Common Stock, which will be all of the issued and outstanding shares of SpinCo Common Stock on the date of consummation of the exchange offer.

Who may participate in the exchange offer?

Any U.S. holders of McKesson Common Stock during the exchange offer period may participate in the exchange offer. Although McKesson has mailed this document to its stockholders to the extent required by U.S. law, including stockholders located outside the United States, this document is not an offer to buy, sell or exchange, and it is not a solicitation of an offer to buy or sell, any shares of McKesson Common Stock, shares of Change Common Stock or shares of SpinCo Common Stock in any jurisdiction in which such offer, sale or exchange is not permitted.

How will Change acquire the equity interests in SpinCo?

Change will acquire the equity interests in SpinCo through a “Reverse Morris Trust” transaction structure. A Reverse Morris Trust transaction allows a parent company (in this case, McKesson) to divest a subsidiary (in this case, SpinCo) in atax-efficient manner. In a Reverse Morris Trust transaction, the parent generally will divest stock of the subsidiary (in this case, SpinCo Common Stock) through a dividend (i.e., aspin-off) or exchange offer (i.e., asplit-off) of the subsidiary stock to parent stockholders. Immediately after thespin-off orsplit-off, the subsidiary effects a merger with another company (in this case, Change), in a

transaction in which the other company’s stockholders will hold less than 50% of the capital stock of the combined company immediately after the transaction. For information about the material tax consequences to McKesson stockholders resulting from the Reverse Morris Trust structure of the Transactions, see “Summary—Material U.S. Federal Income Tax Consequences of the Distribution and the Merger.”

What are the main ways that the relationship between the Joint Venture and McKesson will change after the exchange offer is completed?

Following the completion of the exchange offer, assuming the exchange offer is fully subscribed, the Joint Venture (which will be wholly-owned by Change) will be wholly independent from McKesson, except that certain agreements between McKesson and Change will remain in place. See “Other Agreements and Other Related Party Transactions.” If the exchange offer is consummated but less than all shares of SpinCo Common Stock owned by McKesson are exchanged because the exchange offer is not fully subscribed (or if the exchange offer is consummated but not all of the shares of SpinCo Common Stock held by McKesson are exchanged due to the upper limit being reached), the additional shares of SpinCo Common Stock owned by McKesson will be distributed on a pro rata basis to holders of McKesson Common Stock whose shares of McKesson Common Stock remain outstanding after consummation of the exchange offer, based on the relative number of shares of McKesson Common Stock held by such holders, excluding those shares of McKesson Common Stock that have been validly tendered and accepted for exchange. See “The Exchange Offer—Distribution of Any Shares of SpinCo Common Stock Remaining After the Exchange Offer.”

How many shares of SpinCo Common Stock will I receive for each share of McKesson Common Stock that I tender?

The exchange offer is designed to permit you to exchange your shares of McKesson Common Stock for shares of SpinCo Common Stock. For each $100 of your McKesson Common Stock accepted in the exchange offer, you will receive approximately $107.53 of SpinCo Common Stock. The value of the McKesson Common Stock will be based on the calculatedper-share value for the McKesson Common Stock on the NYSE and the value of the SpinCo Common Stock will be based on the calculatedper-share value for Change Common Stock on Nasdaq, in each case determined by reference to the simple arithmetic average of the daily VWAP of McKesson Common Stock and Change Common Stock on the NYSE and Nasdaq, respectively, during the Valuation Dates ending on and including the second trading day preceding the expiration date of the exchange offer, as it may be extended. The last day on which tenders will be accepted, whether on March 9, 2020 or any later date to which the exchange offer is extended, is referred to in this document as the “expiration date.” Please note, however, that:

The number of shares you can receive is subject to an upper limit of an aggregate of 11.4086 shares of SpinCo Common Stock for each share of McKesson Common Stock accepted in the exchange offer. The questions and answers below describe how this limit may impact the value you receive.

The exchange offer does not provide for a minimum exchange ratio. See “The Exchange Offer—Terms of the Exchange Offer.”

Because the exchange offer is subject to proration if it is over-subscribed, McKesson may only accept for exchange a portion of the McKesson Common Stock that you tender.

Is there a limit on the number of shares of SpinCo Common Stock I can receive for each share of McKesson Common Stock that I tender?

The number of shares you can receive is subject to an upper limit of 11.4086 shares of SpinCo Common Stock for each share of McKesson Common Stock accepted in the exchange offer. If the upper limit is reached, you will receive less than $107.53 of SpinCo Common Stock for each $100 of McKesson Common Stock that you tender, and you could receive much less. For example, if the calculatedper-share value of McKesson Common Stock was $158.32 (the highest closing price for McKesson Common Stock on the NYSE during the three-month period prior to commencement of the exchange offer) and the calculated

per-share value of SpinCo Common Stock was $12.75 (the lowest closing price for Change Common Stock on Nasdaq during that three-month period), the value of SpinCo Common Stock, based on the price of the Change Common Stock you receive for McKesson Common Stock tendered in the exchange offer would be approximately $91.88 for each $100 of McKesson Common Stock tendered for exchange.

Is there a minimum number of shares I must tender to participate in the exchange offer?

There is no minimum number of shares that must be tendered by a holder of McKesson Common Stock in order to participate in the exchange offer.

Why is there an upper limit on the number of shares of SpinCo Common Stock I can receive for each share of McKesson Common Stock that I tender?

McKesson management set the upper limit at the amount set forth herein to protectnon-tendering holders of McKesson Common Stock from an unusual or unexpected drop in the trading price of Change Common Stock relative to the trading price of McKesson Common Stock, and the prospective loss of value to suchnon-tendering holders if shares of McKesson Common Stock were exchanged for shares of SpinCo Common Stock at an unduly high exchange ratio.

How and when will I know the final exchange ratio and whether the upper limit is reached?

McKesson will announce the final exchange ratio used to determine the number of shares that can be received for each share of McKesson Common Stock accepted in the exchange offer by press release, and it will be available on the website www.dfking.com/McKesson, in each case by 11:59 p.m., New York City time, at the end of the second trading day (currently expected to be March 5, 2020) immediately preceding the expiration date of the exchange offer (currently expected to be March 9, 2020), unless the exchange offer is extended or terminated. At such time, the final exchange ratio will also be available from the information agent at the toll-free number provided on the back cover of this document. McKesson will also announce at that time whether the upper limit on the number of shares that can be received for each share of McKesson Common Stock tendered has been reached. The timing of such announcement will provide each holder of McKesson Common Stock with two full business days after knowing the final exchange ratio and whether the upper limit has been reached during which to decide whether to tender or withdraw their shares in the exchange offer.

How are the calculatedper-share values of McKesson Common Stock and Change Common Stock determined for purposes of calculating the number of shares of SpinCo Common Stock to be received in the exchange offer?

The calculatedper-share value of McKesson Common Stock and Change Common Stock for purposes of the exchange offer will be determined by reference to the simple arithmetic average of the daily VWAP of McKesson Common Stock and Change Common Stock on the NYSE and Nasdaq, respectively, on each of the Valuation Dates. The daily VWAP will be as reported by Bloomberg L.P. as displayed under the heading Bloomberg VWAP on the Bloomberg pages “MCK UN<Equity>AQR” with respect to McKesson Common Stock and “CHNG UQ<Equity>AQR” with respect to Change Common Stock (or any other recognized quotation source selected by McKesson in its sole discretion if such pages are not available or are manifestly erroneous). The daily VWAPs of McKesson Common Stock and Change Common Stock obtained from Bloomberg L.P. may be different from other sources of volume-weighted average prices or investors’ or other security holders’ own calculations. McKesson will determine the simple arithmetic average of the VWAPs of McKesson Common Stock and Change Common Stock based on prices provided by Bloomberg L.P., and such determinations will be final.

What is the “daily volume-weighted average price” or “daily VWAP?”

The “daily volume-weighted average price” for McKesson Common Stock and Change Common Stock will be the volume-weighted average price of McKesson Common Stock and Change Common Stock on the

NYSE and Nasdaq, respectively, during the period beginning at 9:30 a.m., New York City time and ending at 4:00 p.m., New York City time, except that such data will only take into account adjustments made to reported trades included by 4:10 p.m., New York City time, as reported to McKesson by Bloomberg L.P. for the equity ticker pages of MCK, in the case of McKesson Common Stock, and CHNG, in the case of Change Common Stock.

Where can I find the daily VWAP of McKesson Common Stock and Change Common Stock during the exchange offer period?

McKesson will maintain a website at www.dfking.com/McKesson that will provide the daily VWAP of both McKesson Common Stock and Change Common Stock for each day during the exchange offer (including each of the Valuation Dates). The website will also provide indicative exchange ratios commencing on the third trading day of the exchange offer until the first Valuation Date. On the first two Valuation Dates, when the values of McKesson Common Stock and Change Common Stock are calculated for the purposes of the exchange offer, the website will show the indicative exchange ratios based on indicative calculatedper-share values calculated by McKesson, which will equal: (i) on the first Valuation Date, the daily VWAP of McKesson Common Stock and Change Common Stock for that day; and (ii) on the second Valuation Date, the simple arithmetic mean of the daily VWAPs of McKesson Common Stock and Change Common Stock for the first and second Valuation Dates. The website will not provide an indicative exchange ratio on the third Valuation Date. The final exchange ratio (as well as whether the upper limit on the number of shares that can be received for each share of McKesson Common Stock tendered has been reached) will be announced by press release and be available on the website, in each case by 11:59 p.m., New York City time, at the end of the second trading day (currently expected to be March 5, 2020) immediately preceding the expiration date of the exchange offer (currently expected to be March 9, 2020). McKesson will determine the simple arithmetic average of the VWAPs based on data provided by Bloomberg L.P., and such determinations will be final.

Why is the calculatedper-share value for SpinCo Common Stock based on the trading prices for Change Common Stock?

There is currently no trading market for SpinCo Common Stock and no such trading market is expected to be established in the future. McKesson believes, however, that the trading price for Change Common Stock is an appropriate proxy for the trading price of SpinCo Common Stock because in the Merger, each outstanding share of SpinCo Common Stock will be converted into one share of Change Common Stock. There can be no assurance, however, that Change Common Stock after the Merger will trade on the same basis as Change Common Stock trades prior to the Merger.

Will indicative exchange ratios be provided during the exchange offer period?

Yes. Prior to the Valuation Dates and commencing on the third trading day of the exchange offer, indicative exchange ratios will be available online or by contacting the information agent at the toll-free number provided on the back cover of this document, calculated on each day as though that day were the expiration date of the exchange offer. A website will be maintained at www.dfking.com/McKesson that will provide the daily VWAPs of both McKesson Common Stock and Change Common Stock during the exchange offer on each day prior to the third Valuation Date.

What if the shares of McKesson Common Stock or Change Common Stock do not trade on any of the Valuation Dates?

If a market disruption event occurs with respect to the shares of McKesson Common Stock or Change Common Stock on any of the Valuation Dates, the calculatedper-share value of McKesson Common Stock and SpinCo Common Stock will be determined using the daily VWAP of shares of McKesson Common Stock and shares of Change Common Stock on the preceding trading day or days, as the case may be, on which no market disruption event occurred with respect to both McKesson Common Stock and Change Common Stock. If a market disruption event occurs as specified above, McKesson may also terminate the exchange offer if, in its reasonable judgment, the market disruption event has impaired the benefits of the exchange offer. If McKesson decides to extend the exchange offer period following a market disruption event, the Valuation Dates will be reset, as with any extension of the exchange offer, to the period of three consecutive trading days ending on and including the second trading day preceding the expiration date of the exchange offer, as it may be extended. Therefore, the timing of such announcement will provide each holder of McKesson Common Stock with two full business days after knowing the final exchange ratio and whether the upper limit has been reached during which to decide whether to tender or withdraw their shares in the exchange offer. For specific information as to what would constitute a market disruption event, see “The Exchange Offer—Conditions for Consummation of the Distribution.”

Are there circumstances under which I would receive fewer shares of SpinCo Common Stock than I would have received if the exchange ratio were determined using the closing prices of McKesson Common Stock and Change Common Stock on the expiration date of the exchange offer?

Yes. For example, if the trading price of McKesson Common Stock were to increase during the period of the Valuation Dates, the calculatedper-share value of McKesson Common Stock would likely be lower than the closing price of McKesson Common Stock on the expiration date of the exchange offer. As a result, you may receive fewer shares of SpinCo Common Stock for each $100 of McKesson Common Stock than you would have if thatper-share value were calculated on the basis of the closing price of McKesson Common Stock on the expiration date. Similarly, if the trading price of Change Common Stock were to decrease during the period of the Valuation Dates, the calculatedper-share value of SpinCo Common Stock would likely be higher than the closing price of Change Common Stock on the expiration date. This could also result in your receiving fewer shares of SpinCo Common Stock for each $100 of McKesson Common Stock than you would otherwise receive if thatper-share value were calculated on the basis of the closing price of Change Common Stock on the expiration date of the exchange offer. See “The Exchange Offer—Terms of the Exchange Offer.”

Will fractional shares of SpinCo Common Stock or Change Common Stock be distributed in the exchange offer or the Merger?

No fractional shares will be issued in the Merger, as described in this document. See the section entitled “The Exchange Offer—Terms of the Exchange Offer—Final Exchange Ratio.” The exchange agent will hold shares of SpinCo Common Stock as agent for the holders of McKesson Common Stock who validly tendered and did not properly withdraw their shares in the exchange offer or are entitled to receive shares in thespin-off, if any. Immediately following the consummation of the exchange offer and thespin-off, if any, and by means of the Merger, each outstanding share of SpinCo Common Stock will be converted into one share of Change Common Stock. In the Merger, no fractional shares of Change Common Stock will be delivered to holders of SpinCo Common Stock. Any fractional shares that would otherwise be allocable to any former holders of SpinCo Common Stock in the Merger shall be aggregated, and no holder of SpinCo Common Stock shall receive cash equal to or greater than the value of one full share of Change Common Stock. The exchange agent and the transfer agent shall cause the whole shares obtained from aggregating fractional shares that would otherwise remain across all holders of SpinCo Common Stock to be sold in the open market or otherwise as reasonably directed by McKesson within 20 business days after the effective time of the Merger. The exchange agent and the transfer agent shall make available the net proceeds thereof, after deducting any required withholding taxes and brokerage charges, commissions and transfer taxes, on a

pro rata basis, without interest, as soon as practicable to the holders of SpinCo Common Stock entitled to receive such cash in lieu of fractional shares.

What happens if not enough shares of McKesson Common Stock are tendered to allow McKesson to exchange all of the shares of SpinCo Common Stock it holds?

In the event that the exchange offer is consummated but less than all shares of SpinCo Common Stock owned by McKesson are exchanged because the exchange offer is not fully subscribed or in the event the exchange offer is consummated but not all of the shares of SpinCo Common Stock held by McKesson are exchanged due to the upper limit being reached, the additional shares of SpinCo Common Stock owned by McKesson will be distributed on a pro rata basis in thespin-off to holders of McKesson Common Stock whose shares of McKesson Common Stock remain outstanding after consummation of the exchange offer, based on the relative number of shares of McKesson Common Stock held by such holders, excluding those shares of McKesson Common Stock that have been validly tendered and accepted for exchange. Any holder of McKesson Common Stock whose shares of McKesson Common Stock are validly tendered and accepted for exchange for shares of SpinCo Common Stock in the exchange offer will waive (and will cause any nominee of the holder to waive) their rights with respect to such validly tendered shares of McKesson Common Stock (but not with respect to any other shares that are not validly tendered or validly tendered and validly withdrawn in the exchange offer) to receive, and forfeit any rights to, shares of SpinCo Common Stock distributed in anyspin-off following consummation of the exchange offer.

Will all shares of McKesson Common Stock that I tender be accepted in the exchange offer?

Not necessarily. Depending on the number of shares of McKesson Common Stock validly tendered in the exchange offer and not properly withdrawn, and the calculatedper-share values of McKesson Common Stock and SpinCo Common Stock determined as described above, McKesson may have to limit the number of shares of McKesson Common Stock that it accepts in the exchange offer through a proration process. Any proration of the number of shares accepted in the exchange offer will be determined on the basis of the proration mechanics described under “Summary—Terms of the Exchange Offer—Proration; Tenders for Exchange by Holders of Fewer than 100 Shares of McKesson Common Stock.”

Will I be able to sell my shares of SpinCo Common Stock after the exchange offer andspin-off, if any, are completed?

No. There is currently no trading market for shares of SpinCo Common Stock and no such trading market is expected to be established in the future. The SpinCo Common Stock will not be listed for trading on any exchange. In the Merger, each outstanding share of SpinCo Common Stock will automatically be converted into one share of Change Common Stock. See “The Exchange Offer—Terms of the Exchange Offer.”

How many shares of McKesson Common Stock will McKesson accept if the exchange offer is completed?

The number of shares of McKesson Common Stock that will be accepted if the exchange offer is completed will depend on the final exchange ratio and the number of shares of McKesson Common Stock tendered. Prior to the consummation of the Distribution, McKesson will directly hold 175,995,192 shares of SpinCo Common Stock. McKesson will offer the 175,995,192 shares of SpinCo Common Stock in the exchange offer. The maximum number of shares of McKesson Common Stock that will be accepted if the exchange offer is completed will be equal to the number of shares of SpinCo Common Stock held by McKesson (i.e., 175,995,192) divided by the final exchange ratio (which will be subject to the upper limit). For example, assuming that the final exchange ratio is 11.4086 (the upper limit for shares of SpinCo Common Stock that could be exchanged for one share of McKesson Common Stock), then McKesson would accept up to 15,426,537 shares of McKesson Common Stock.

Are there any conditions to McKesson’s obligation to complete the exchange offer?

Yes. The exchange offer is subject to various conditions listed under “The Exchange Offer—Conditions for Consummation of the Distribution.” If any of these conditions are not satisfied or waived prior to the expiration of the exchange offer, McKesson will not be required to accept shares for exchange and may extend or terminate the exchange offer, subject to the terms and conditions of the Separation Agreement. If the exchange offer is not consummated, McKesson will distribute all of its shares of SpinCo Common Stock in thespin-off to McKesson’s stockholders, provided that the conditions to the consummation of the Distribution are satisfied or waived.

When does the exchange offer expire?

The period during which you are permitted to tender your shares of McKesson Common Stock in the exchange offer will expire at 11:59 p.m., New York City time, on March 9, 2020, unless McKesson extends the exchange offer. See “The Exchange Offer—Terms of the Exchange Offer—Extension, Termination or Amendment by McKesson.”

Can the exchange offer be extended and under what circumstances?

Yes. McKesson can, subject to the terms and conditions of the Separation Agreement and the Merger Agreement, extend the exchange offer, in its sole discretion, at any time and from time to time. For instance, the exchange offer may be extended if any of the conditions for consummation of the exchange offer listed under “The Exchange Offer—Conditions for Consummation of the Distribution” are not satisfied or waived prior to the expiration of the exchange offer. In case of an extension of the exchange offer, McKesson will publicly announce the extension at www.dfking.com/McKesson and separately by press release no later than 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration date.

How do I decide whether to participate in the exchange offer?

Whether you should participate in the exchange offer depends on many factors. You should carefully examine your specific financial position, plans and needs before you decide whether to participate, as well as the relative risks associated with an investment in Change and McKesson. In addition, you should consider all of the factors described in “Risk Factors.” None of McKesson, Change, the Joint Venture, SpinCo or any of their respective directors, officers, managers or any other person makes any recommendation as to whether you should tender all, some or none of your shares of McKesson Common Stock. You must make your own decision about participation in the exchange offer after carefully reading this document, and the documents incorporated by reference, and consulting with your advisors in light of your own particular circumstances. You are strongly encouraged to read this document in its entirety, including any documents referred to in this document, very carefully.

Will holders of McKesson stock options or restricted stock units have the opportunity to exchange their McKesson stock options or restricted stock units for SpinCo Common Stock in the exchange offer?

No, neither holders of vested or unvested stock options nor holders of restricted stock units (including performance-based restricted stock units and time-based restricted stock units) can tender the shares of McKesson Common Stock underlying such awards in the exchange offer. However, holders of vested and unexercised McKesson stock options can exercise their vested stock options in accordance with the terms of the McKesson stock plans under which the options were issued (the “McKesson Stock Plans”) and tender the shares of McKesson Common Stock received upon exercise in the exchange offer. The exercise of a stock option covering McKesson Common Stock cannot be revoked for any reason, including if the exchange offer is terminated for any reason or if shares of McKesson Common Stock received upon exercise of a stock option that are tendered are not accepted for exchange in the exchange offer. Additionally, if you hold shares of McKesson Common Stock as a result of the vesting and settlement of restricted stock units, these shares can be tendered in the exchange offer.

Will participants in the McKesson Corporation 2000 Employee Stock Purchase Plan (the “McKesson ESPP”) have rights to participate in the exchange offer with regard to any open offering period under that plan?

No, participants in the McKesson ESPP will not have rights to participate in the exchange offer with regard to their participation in any offering period under the McKesson ESPP that is open at the time of the tender offer. Shares of McKesson Common Stock previously acquired under the McKesson ESPP can be tendered in the exchange offer.

Will any shares of McKesson Common Stock allocated to accounts under the McKesson Corporation 401(k) Retirement Savings Plan (the “McKesson 401(k) Plan”) be tendered in response to the exchange offer?

Participants in the McKesson 401(k) Plan will be able to instruct the plan trustee on whether to tender shares of McKesson Common Stock allocable to their respective accounts under that plan. Participants seeking to provide such instructions should follow the special directions that are being sent to them by the plan administrator. Such participants should not use the letter of transmittal to provide instructions regarding the tender of shares of McKesson Common Stock allocable to their accounts under this plan. As described in the special directions from the plan administrator, such participants may instruct the plan trustee to tender all, some or none of the shares of McKesson Common Stock allocable to their McKesson 401(k) Plan account, subject to certain limitations set forth in those directions.

How do I participate in the exchange offer?

The procedures you must follow to participate in the exchange offer will depend on whether you hold your shares of McKesson Common Stock through a bank or trust company or broker, as a participant in the McKesson 401(k) Plan, or if your shares of McKesson Common Stock are registered in your name in McKesson’s direct register of shares (the “DRS”). For specific instructions about how to participate, see “The Exchange Offer—Terms of the Exchange Offer—Procedures for Tendering.”

How do I tender my shares of McKesson Common Stock after the final exchange ratio has been determined?

The final exchange ratio used to determine the number of shares that can be received for each share of McKesson Common Stock accepted in the exchange offer will be announced by press release and will also be available on the website www.dfking.com/McKesson, in each case by 11:59 p.m., New York City time, at the end of the second trading day (currently expected to be March 5, 2020) immediately preceding the

expiration date of the exchange offer (currently expected to be March 9, 2020), unless the exchange offer is extended or terminated. The timing of such announcement will therefore provide each holder of McKesson Common Stock with two full business days after knowing the final exchange ratio during which to decide whether to tender or withdraw their shares in the exchange offer. If you wish to tender shares of McKesson Common Stock pursuant to the exchange offer but (i) the procedure for book-entry transfer cannot be completed on a timely basis or (ii) time will not permit all required documents to reach the exchange agent on or before the expiration date of the exchange offer, you may still tender your shares of McKesson Common Stock by complying with the guaranteed delivery procedures described in the section entitled “The Exchange Offer—Terms of the Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures.” If you hold shares of McKesson Common Stock through a broker, dealer, commercial bank, trust company or similar institution, that institution must tender your shares on your behalf.

Can I tender only a portion of my shares of McKesson Common Stock in the exchange offer?

Yes. You may tender all, some or none of your shares of McKesson Common Stock. If you tender only a portion of your shares of McKesson Common Stock, or elect not to tender any of your shares, you will still be eligible to receive your pro rata distribution of shares in thespin-off, if any, with respect to the shares of McKesson Common Stock that you do not tender (and any shares of McKesson Common Stock that you own). There is no minimum number of shares that must be tendered by a holder of McKesson Common Stock in order to participate in the exchange offer.

What do I do if I want to retain all of my shares of McKesson Common Stock?

If you want to retain all of your shares of McKesson Common Stock, you do not need to take any action. However, after the Transactions, SpinCo will no longer be owned by McKesson, and McKesson will no longer hold an interest in the Joint Venture (directly or indirectly) and, as a holder of McKesson Common Stock, you will no longer hold shares in a company that owns SpinCo or has an interest in the Joint Venture unless you receive shares of SpinCo Common Stock in thespin-off, if any, which shares will be immediately thereafter converted into an equal number of shares of Change Common Stock in the Merger.

Can I change my mind after I tender my shares of McKesson Common Stock?

Yes. You may withdraw your tendered shares at any time before the expiration date of the exchange offer. See “The Exchange Offer—Terms of the Exchange Offer—Withdrawal Rights.” In addition, shares of McKesson Common Stock tendered pursuant to the exchange offer may be withdrawn after April 6, 2020 (i.e., after the expiration of 40 business days from the commencement of the exchange offer), if McKesson does not accept your shares of McKesson Common Stock pursuant to the exchange offer by such date. If you change your mind again, you canre-tender your shares of McKesson Common Stock by following the tender procedures again prior to the expiration date of the exchange offer.

Will I be able to withdraw the shares of McKesson Common Stock that I tender after the final exchange ratio has been determined?

Yes. The final exchange ratio used to determine the number of shares of SpinCo Common Stock that you will receive for each share of McKesson Common Stock accepted in the exchange offer will be announced by press release and be available on the website www.dfking.com/McKesson, in each case by 11:59 p.m., New York City time, at the end of the second trading day (currently expected to be March 5, 2020) immediately preceding the expiration date of the exchange offer (currently expected to be March 9, 2020), unless the exchange offer is extended or terminated. McKesson will also announce at that time whether the upper limit on the number of

shares of SpinCo Common Stock that can be received for each share of McKesson Common Stock tendered has been reached. The timing of such announcement will therefore provide each holder of McKesson Common Stock with two full business days after knowing the final exchange ratio and whether the upper limit has been reached during which to decide whether to tender or withdraw their shares in the exchange offer. Subject to any extension or termination, you have the right to withdraw shares of McKesson Common Stock you have tendered at any time before 11:59 p.m., New York City time, on the expiration date, which is currently expected to be March 9, 2020. In addition, shares of McKesson Common Stock tendered pursuant to the exchange offer may be withdrawn after April 6, 2020 (i.e., after the expiration of 40 business days from the commencement of the exchange offer), if McKesson does not accept your shares of McKesson Common Stock pursuant to the exchange offer by such date. See “The Exchange Offer—Terms of the Exchange Offer.”

How do I withdraw my tendered McKesson Common Stock, including after the final exchange ratio has been determined?

If you are a registered stockholder of McKesson Common Stock holding shares through the DRS and you wish to withdraw your shares after the final exchange ratio has been determined, then you must deliver a written notice of withdrawal or a facsimile transmission notice of withdrawal to the exchange agent prior to 11:59 p.m., New York City time, on the expiration date. In addition, shares of McKesson Common Stock tendered pursuant to the exchange offer may be withdrawn after April 6, 2020 (i.e., after the expiration of 40 business days from the commencement of the exchange offer), if McKesson does not accept your shares of McKesson Common Stock pursuant to the exchange offer by such date. The information that must be included in that notice is specified under “The Exchange Offer—Terms of the Exchange Offer—Withdrawal Rights.”

Will I be subject to U.S. federal income tax on the shares of SpinCo Common Stock that I receive in the Distribution and the Merger or on the shares of Change Common Stock that I receive in the Merger?

Stockholders of McKesson generally will not recognize any gain or loss for U.S. federal income tax purposes as a result of the Distribution or the Merger, except for any gain or loss attributable to the receipt of cash in lieu of fractional shares, if any, of Change Common Stock received in the Merger.

Are there any material differences between the rights of holders of McKesson Common Stock and Change Common Stock?

Yes. Change and McKesson are subject to different organizational documents. Holders of McKesson Common Stock, whose rights are currently governed by McKesson’s organizational documents and Delaware law, will, with respect to the shares validly tendered and exchanged immediately following the exchange offer, become stockholders of Change, and their rights will be governed by Change’s organizational documents and Delaware law. The differences between the rights associated with McKesson Common Stock and Change Common Stock that may affect holders of McKesson Common Stock whose shares are accepted for exchange in the exchange offer and who will obtain shares of Change Common Stock in the Merger, relate to, among other things, the appointment and removal of directors, stockholder actions by written consent, the forums in which certain types of stockholder actions may be brought and amendment of the bylaws. For a further discussion of the differences between the rights of holders of McKesson Common Stock and Change Common Stock, see “Comparison of Rights of Holders of McKesson Common Stock and Change Common Stock.”

Are there any appraisal rights for holders of shares of McKesson Common Stock in connection with the Transactions?

There are no appraisal rights available to holders of shares of McKesson Common Stock in connection with the Transactions.

What will McKesson do with the shares of McKesson Common Stock that are tendered, and what is the impact of the exchange offer on McKesson’s share count?

The shares of McKesson Common Stock that are tendered in the exchange offer will be held as treasury stock by McKesson. Any shares of McKesson Common Stock acquired by McKesson in the exchange offer will reduce the total number of shares of McKesson Common Stock outstanding, although McKesson’s actual number of shares outstanding on a given date reflects a variety of factors such as option exercises and release of shares upon vesting of restricted stock units.

Whom do I contact for additional information regarding the exchange offer?

You may ask any questions about the exchange offer or request copies of the exchange offer documents and the other information incorporated by reference in this document, including copies of this document and the letter of transmittal (including the instructions thereto), from McKesson, without charge, upon written or oral request to the information agent, D.F King & Co., Inc. at 48 Wall Street, New York, NY 10005 or by calling (866)304-5477 (toll-free for all stockholders in the United States) or (212)269-5550 (outside the United States).

What are the key steps of the Transactions?

Below is a summary of the key steps of the Transactions. Astep-by-step description of material events relating to the Transactions is set forth under “The Transactions.”

McKesson and its subsidiaries will complete the Internal Reorganization such that, among other things, (i) prior to the effectiveness of the registration statement of which this document forms a part, PF2 SpinCo LLC was, on December 27, 2019, reorganized into a Delaware corporation named PF2 SpinCo, Inc. and (ii) prior to the consummation of the exchange offer, McKesson will contribute, directly or

McKesson will offer to holders of McKesson Common Stock the right to exchange all or a portion of their shares of McKesson Common Stock for shares of SpinCo Common Stock in the exchange offer. If the exchange offer is consummated but is not fully subscribed (or if the exchange offer is consummated but not all of the shares of SpinCo Common Stock held by McKesson are exchanged due to the upper limit being reached), McKesson will distribute the remaining outstanding shares of SpinCo Common Stock held by McKesson on a pro rata basis in thespin-off to holders of McKesson Common Stock whose shares remain outstanding after consummation of the exchange offer, based on the relative number of shares of McKesson Common Stock held by such holders, excluding those shares of McKesson Common Stock that have been validly tendered and accepted for exchange. Any holder of McKesson Common Stock whose shares of McKesson Common Stock are validly tendered and accepted for exchange for shares of SpinCo Common Stock in the exchange offer will waive (and will cause any nominee of the holder to waive) their rights with respect to such validly tendered shares of McKesson Common Stock (but not with respect to any other shares that are not validly tendered or validly tendered and validly withdrawn in the exchange offer) to receive, and forfeit any rights to, shares of SpinCo Common Stock distributed in anyspin-off following consummation of the exchange offer. If there is a pro rata distribution, the exchange agent will calculate the exact number of shares of SpinCo Common Stock not exchanged in the exchange offer and to be distributed on a pro rata basis, and the number of shares of Change Common Stock into which the remaining shares of SpinCo Common Stock will be converted in the Merger will be transferred to holders of SpinCo Common Stock (after giving effect to the consummation of the Distribution) as promptly as practicable thereafter.

Immediately after the Distribution, SpinCo will merge with and into Change, whereby the separate corporate existence of SpinCo will cease and Change will continue as the surviving company. In the Merger, each outstanding share of SpinCo Common Stock will be automatically converted into one share of Change Common Stock, as described in the section entitled “The Merger Agreement—Merger Consideration.”

What are the material U.S. federal income tax consequences to Change and holders of Change Common Stock resulting from the Distribution and the Merger?

Change will not recognize any gain or loss for U.S. federal income tax purposes as a result of the Merger. Because holders of Change Common Stock will not participate in the Distribution or receive any consideration in the Merger, holders of Change Common Stock will not recognize gain or loss upon either the Distribution (including the exchange offer) or the Merger. The material U.S. federal income tax consequences of the Distribution and the Merger are described in more detail in “The Exchange Offer —Material U.S. Federal Income Tax Consequences of the Distribution and the Merger.”

What will holders of Change Common Stock receive in the Merger?

Change stockholders will not directly receive any consideration in the Merger. All shares of Change Common Stock issued and outstanding immediately before the Merger will remain issued and outstanding after consummation of the Merger. Immediately after the Merger, holders of Change Common Stock will continue to own shares in Change, which will include SpinCo, and Change will own all of the outstanding LLC Units in the Joint Venture. Immediately after consummation of the Merger, approximately 51% of the outstanding shares of Change Common Stock are expected to be held bypre-Merger holders of McKesson Common Stock and approximately 49% of the outstanding shares of Change Common Stock are expected to be held bypre-Merger holders of Change Common Stock, in each case on a fully diluted basis in the aggregate, including Change employees who hold outstanding equity awards issued pursuant to Change’s

equity incentive plans and investors who hold Change’s purchase contracts (and assuming the maximum number of shares of Change Common Stock issuable upon automatic settlement of such purchase contracts, and excluding any shares of Change Common Stock that apre-Merger holder of McKesson Common Stock may have held, or vice-versa).

What are the possible effects on the value of Change Common Stock to be received by holders of McKesson Common Stock who participate in the exchange offer?

Holders of McKesson Common Stock that participate in the exchange offer will be exchanging their shares of McKesson Common Stock for shares of SpinCo Common Stock at a 7.0% discountper-share value of Change Common Stock, based on a simple arithmetic average of daily VWAPs over the three Valuation Dates. McKesson determined the discount for holders of McKesson Common Stock with the objective of creating an economic incentive to encourage such holders to participate in the exchange offer. During the exchange offer, the existence of this discount could negatively affect the market price of Change Common Stock. See “The Exchange Offer—Terms of the Exchange Offer—General.” Prospective buyers of Change Common Stock could choose to acquire shares of Change Common Stock indirectly by purchasing shares of McKesson Common Stock and then tender such shares in the exchange offer. Additionally, certain market participants may use a hedging strategy to manage risk in the context ofsplit-off transactions that involves shorting Change Common Stock. Both occurrences, or either individually, could result in a decrease in the price of Change Common Stock. See “Risk Factors—Risks Related to the Transactions—Arbitrage trading during the exchange offer could adversely impact the price of Change Common Stock.” However, because the Pricing Mechanism determines the final exchange ratio using VWAPs over the three Valuation Dates, any negative effect on the market price of Change Common Stock prior to the Valuation Dates resulting from these strategies would be offset by a higher exchange ratio, thereby reducing the impact on holders of McKesson Common Stock participating in the exchange offer. See “The Exchange Offer—Terms of the Exchange Offer—Pricing Mechanism.”

Are there any conditions to the consummation of the Transactions?

Yes. Consummation of the Transactions is subject to a number of conditions, including:

The following events shall not have occurred at or prior to the date of the Distribution, and McKesson shall not reasonably expect any of the following events to occur at or prior to the date of the Distribution:

any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in theover-the-counter market in the United States;

a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States;

a commencement of a war (whether declared or undeclared), armed hostilities or other national or international calamity, including an act of terrorism, directly or indirectly involving the United States, which would reasonably be expected to affect materially and adversely, or to delay materially, the completion of the exchange offer;

if any of the situations described in the immediately preceding three bullet points exists, as of the date of the commencement of the exchange offer, the situation deteriorates materially;

a decline of at least 15% in the closing level of either the Dow Jones U.S. Healthcare Index or the Standard & Poor’s 500 Index from the closing level established as of the close of trading on the trading day immediately prior to the commencement of the exchange offer;

a material adverse change in the business, prospects, condition (financial or other), results of operations or stock price of the Joint Venture or Change;

a material adverse change in the business, prospects, condition (financial or other), results of operations or stock price of McKesson; and

a market disruption event occurs with respect to McKesson Common Stock or Change Common Stock and such market disruption event has, in McKesson’s reasonable judgment, impaired the benefits of the exchange offer.

the board of directors of McKesson shall be satisfied that the Distribution can be made out of surplus within the meaning of Section 170 of the Delaware General Corporation Law (the “DGCL”) and shall have received a solvency opinion in form and substance satisfactory to the board of directors of McKesson to that effect;

McKesson shall have completed the Completing Transfer (if applicable);

an applicable registration statement or form as determined by McKesson in its sole discretion or as otherwise required by the SEC for commencement of the exchange offer, and consummating the Distribution shall have been filed with the SEC and declared effective, if applicable, by the SEC; no stop order suspending the effectiveness of such filing shall be in effect and no proceedings for such purpose shall be pending before or threatened by the SEC and such registration statement or form, as the case may be, shall have been mailed to holders of McKesson Common Stock (and the holders of Change Common Stock, if applicable), as of the applicable record date;

all actions and filings necessary or appropriate under applicable federal, state or foreign securities or “blue sky” laws and the rules and regulations thereunder shall have been taken and, where applicable, become effective or been accepted;

each of the Ancillary Agreements shall have been duly executed and delivered by the parties thereto;

no applicable law shall have been adopted, promulgated or issued that prohibits the consummation of the Distribution, the Merger or the other transactions contemplated by the Separation Agreement;

all material governmental approvals and consents and all material permits, registrations and consents from third parties, in each case, necessary to effect the Distribution and the Merger and to permit the operation of the business conducted by the Joint Venture after the date of the Distribution substantially as it is conducted at the date of the Separation Agreement shall have been obtained; and

the Merger Agreement shall have been entered into by the parties thereto and shall be in full force and effect, and all conditions and obligations of the parties to the Merger Agreement to consummate the Merger and to effect the other transactions contemplated by the Merger Agreement (other than the filing of the certificate of merger with the Secretary of State of the State of Delaware in connection with the Merger), including the receipt of the McKesson Tax Opinions by McKesson and the receipt of the Change Tax Opinion by Change, shall have been satisfied or waived, such that the Merger is consummated immediately following the Distribution. In addition, the consummation of the Merger is subject to a number of conditions. See “The Merger Agreement—Conditions to the Merger.”

When will the Transactions be completed?

McKesson, SpinCo and Change expect to complete the Transactions in the fiscal quarter ending March 31, 2020. However, it is possible that the Transactions could be completed at a later time or not at all. For a discussion of the conditions to the Transactions, see “The Merger Agreement—Conditions to the Merger.”

Are there risks associated with the Transactions?

Yes. The material risks associated with the Transactions are discussed in the section entitled “Risk Factors.” Those risks include the risk that sales of Change Common Stock may negatively affect that security’s market price, the risk that the historical financial information of SpinCo and the Joint Venture may not be a

reliable indicator of their future results, the risk that Change’s business may be adversely affected by the Transactions and the risk that the Merger Agreement may be terminated and the exchange offer may not be consummated.

What stockholder approvals are needed in connection with the Transactions?

Upon the expiration of the underwriterlock-up period in connection with Change’s initial public offering, which expiration occurred on December 23, 2019, subject to the terms and conditions provided in the LLC Agreement, McKesson has the right, at its election, to initiate and complete a Qualified McKesson Exit from the Joint Venture. The Transactions are structured as a Qualified McKesson Exit. Prior to the execution of the Merger Agreement, on December 20, 2016, McKesson, which was the sole member of PF2 SpinCo LLC and is the sole stockholder of SpinCo, approved the Merger Agreement. Prior to the execution of the Separation Agreement, on February 10, 2020, McKesson approved the Transactions on behalf of itself and its subsidiaries, including the Merger, the exchange offer and thespin-off.

Where will the Change Common Stock shares to be issued in the Merger be listed?

Change Common Stock is listed on Nasdaq under the symbol “CHNG.” After the consummation of the Transactions, all shares of Change Common Stock issued in the Merger, and all other outstanding shares of Change Common Stock, will continue to be listed on Nasdaq.

Where can I find out more information about McKesson, Change and the Joint Venture?

You can find out more information about McKesson, Change and the Joint Venture by reading this document and from various sources described in “Where You Can Find More Information; Incorporation by Reference.”