SEC Company Response from Change Healthcare Inc. (CIK 0001756497) — Feb 14, 2020
Change Healthcare Inc. (CIK 0001756497)
Date: Feb. 14, 2020 · CIK: 0001756497 · Accession: 0001193125-20-036553
AI Filing Summary & Sentiment
File numbers found in text: 333-236234, 333-236236
Letter
Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Dear Mr. Crispino:
On behalf of Change Healthcare Inc. (“Change Healthcare”), we hereby transmit (i) via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 2 (“Amendment No. 2”) to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”) and (ii) via courier copies of the Registration Statement marked to show changes from (A) the SpinCo Registration Statement (as defined below) confidentially submitted on January 10, 2020 and (B) Amendment No. 1 to the Registration Statement filed on February 10, 2020. The Registration Statement has been revised to include unaudited financial statements as of December 31, 2019 and for the nine months ended December 31, 2019 and 2018 and to reflect certain other changes.
The Registration Statement contains a joint preliminary prospectus—offer to exchange (the “Joint Preliminary Prospectus”) that is being filed by (i) PF2 SpinCo, Inc. (“SpinCo”), McKesson Corporation’s subsidiary, as part of a registration statement on Form S-4 and Form S-1 (File No. 333-236236) (the “SpinCo Registration Statement”) and (ii) Change Healthcare as part of the Registration Statement.
NEW YORK
BEIJING
HONG KONG
HOUSTON
LONDON
LOS ANGELES
PALO ALTO
SÃO PAULO
SEOUL
TOKYO
SECURITIES AND EXCHANGE COMMISSION
February 14, 2020
We are happy to provide alternate marked versions of Amendment No. 2 (marked against any other previous submission) to the extent they would be helpful to the Staff. Please do not hesitate to contact me at (202) 636-5804 or William R. Golden III at (202) 636-5526 with any questions you may have regarding this filing.
Very truly
yours,
/s/ Joshua Ford Bonnie
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CORRESP
1
filename1.htm
CORRESP
Simpson Thacher & Bartlett LLP
900 G STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE:
+1-202-636-5500
FACSIMILE:
+1-202-636-5502
Direct Dial Number
(202) 636-5804
E-mail Address
jbonnie@stblaw.com
February 14, 2020
VIA COURIER AND EDGAR
Re:
Change Healthcare Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed February 14, 2020
File No. 333-236234
Matthew Crispino, Esq.
Division of Corporation
Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Dear Mr. Crispino:
On
behalf of Change Healthcare Inc. (“Change Healthcare”), we hereby transmit (i) via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 2 (“Amendment No. 2”) to
the above-referenced Registration Statement on Form S-4 (the “Registration Statement”) and (ii) via courier copies of the Registration Statement marked to show changes from (A) the SpinCo
Registration Statement (as defined below) confidentially submitted on January 10, 2020 and (B) Amendment No. 1 to the Registration Statement filed on February 10, 2020. The Registration Statement has been revised to include
unaudited financial statements as of December 31, 2019 and for the nine months ended December 31, 2019 and 2018 and to reflect certain other changes.
The Registration Statement contains a joint preliminary prospectus—offer to exchange (the “Joint Preliminary Prospectus”) that
is being filed by (i) PF2 SpinCo, Inc. (“SpinCo”), McKesson Corporation’s subsidiary, as part of a registration statement on Form S-4 and Form S-1
(File No. 333-236236) (the “SpinCo Registration Statement”) and (ii) Change Healthcare as part of the Registration Statement.
NEW YORK
BEIJING
HONG KONG
HOUSTON
LONDON
LOS ANGELES
PALO ALTO
SÃO PAULO
SEOUL
TOKYO
SECURITIES AND EXCHANGE COMMISSION
2
February 14, 2020
We are happy to provide alternate marked versions of Amendment No. 2 (marked against any
other previous submission) to the extent they would be helpful to the Staff. Please do not hesitate to contact me at (202) 636-5804 or William R. Golden III at (202)
636-5526 with any questions you may have regarding this filing.
Very truly
yours,
/s/ Joshua Ford Bonnie
Joshua Ford Bonnie
cc:
Securities and Exchange Commission
Jan Woo
Brittany Ebbertt
Craig Wilson
Change Healthcare Inc.
Neil E. de Crescenzo
Fredrik Eliasson
Loretta A. Cecil