Davis Polk advised McKesson Corporation in connection with the offer by McKesson to exchange shares of McKesson common stock for shares of PF2 SpinCo, Inc. (“SpinCo”) common stock owned by McKesson as part of McKesson’s split off of its interest in Change Healthcare LLC and its agreement with Change Healthcare Inc. (“Change”) to merge SpinCo with and into Change. The exchange offer was oversubscribed, and McKesson accepted 15,426,537 shares of McKesson common stock in exchange for all 175,995,192 outstanding shares of SpinCo common stock.

McKesson Corporation is a global leader in healthcare supply chain management solutions, retail pharmacy, community oncology and specialty care, and healthcare information technology. McKesson partners with pharmaceutical manufacturers, providers, pharmacies, governments and other organizations in healthcare to help provide the right medicines, medical products and healthcare services to the right patients at the right time, safely and cost-effectively.

Change 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. It is a key catalyst of a value-based healthcare system, accelerating the journey toward improved lives and healthier communities.

The Davis Polk corporate team included partner Alan F. Denenberg, counsel Jason Bassetti and associates Scott A. Blumenkranz and Blake Anderson. The tax team included Managing Partner Neil Barr and partner Patrick E. Sigmon and associates Joshua J. Micelotta and Alexander J. Hendin. Counsel Gregory D. Hughes and associate Timothy John Durbin provided executive compensation advice. Members of the Davis Polk team are based in the Northern California and New York offices.