UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Change Healthcare Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
15912K100
(CUSIP Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule13d-1(b)
☐ Rule13d-1(c)
☒ Rule13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 15912K100 | 13G | Page 2 of 28 |
| 1. | Name of Reporting Persons:
Blackstone Capital Partners VI L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
33,678,124 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
33,678,124 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
33,678,124 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
27.0% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 15912K100 | 13G | Page 3 of 28 |
| 1. | Name of Reporting Persons:
Blackstone Family Investment Partnership VI L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
5,434 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
5,434 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
5,434 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
Less than 0.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 15912K100 | 13G | Page 4 of 28 |
| 1. | Name of Reporting Persons:
Blackstone Family Investment PartnershipVI-ESC L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
284,996 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
284,996 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
284,996 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 15912K100 | 13G | Page 5 of 28 |
| 1. | Name of Reporting Persons:
Blackstone Eagle Principal Transaction Partners L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
25,077,548 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
25,077,548 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
25,077,548 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
20.1% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 15912K100 | 13G | Page 6 of 28 |
| 1. | Name of Reporting Persons:
GSO COF Facility LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
574,151 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
574,151 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
574,151 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.5% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 15912K100 | 13G | Page 7 of 28 |
| 1. | Name of Reporting Persons:
Blackstone Management Associates VI L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
58,755,672 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
58,755,672 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
58,755,672 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
47.0% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 15912K100 | 13G | Page 8 of 28 |
| 1. | Name of Reporting Persons:
BMA VI L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
58,755,672 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
58,755,672 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
58,755,672 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
47.0% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 15912K100 | 13G | Page 9 of 28 |
| 1. | Name of Reporting Persons:
BCP VISide-by-Side GP L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
290,430 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
290,430 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
290,430 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.2% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 15912K100 | 13G | Page 10 of 28 |
| 1. | Name of Reporting Persons:
GSO Capital Partners LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
574,151 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
574,151 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
574,151 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.5% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 15912K100 | 13G | Page 11 of 28 |
| 1. | Name of Reporting Persons:
GSO Advisor Holdings L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
574,151 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
574,151 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
574,151 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.5% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 15912K100 | 13G | Page 12 of 28 |
| 1. | Name of Reporting Persons:
Blackstone Holdings I L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
574,151 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
574,151 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
574,151 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.5% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 15912K100 | 13G | Page 13 of 28 |
| 1. | Name of Reporting Persons:
Blackstone Holdings I/II GP L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
574,151 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
574,151 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
574,151 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
0.5% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 15912K100 | 13G | Page 14 of 28 |
| 1. | Name of Reporting Persons:
Blackstone Holdings III L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Quebec, Canada | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
59,046,102 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
59,046,102 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
59,046,102 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
47.3% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 15912K100 | 13G | Page 15 of 28 |
| 1. | Name of Reporting Persons:
Blackstone Holdings III GP L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
59,046,102 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
59,046,102 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
59,046,102 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
47.3% | |||||
| 12. | Type of Reporting Person (See Instructions):
PN | |||||
| CUSIP No. 15912K100 | 13G | Page 16 of 28 |
| 1. | Name of Reporting Persons:
Blackstone Holdings III GP Management L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
59,046,102 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
59,046,102 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
59,046,102 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
47.3% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 15912K100 | 13G | Page 17 of 28 |
| 1. | Name of Reporting Persons:
The Blackstone Group Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
59,620,253 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
59,620,253 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
59,620,253 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
47.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
CO | |||||
| CUSIP No. 15912K100 | 13G | Page 18 of 28 |
| 1. | Name of Reporting Persons:
Blackstone Group Management L.L.C. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
59,620,253 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
59,620,253 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
59,620,253 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
47.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
OO | |||||
| CUSIP No. 15912K100 | 13G | Page 19 of 28 |
| 1. | Name of Reporting Persons:
Stephen A. Schwarzman | |||||
| 2. | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
59,620,253 | ||||
| 6. | Shared Voting Power:
0 | |||||
| 7. | Sole Dispositive Power:
59,620,253 | |||||
| 8. | Shared Dispositive Power:
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
59,620,253 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9):
47.7% | |||||
| 12. | Type of Reporting Person (See Instructions):
IN | |||||
| Item 1. | (a). Name of Issuer |
Change Healthcare Inc. (the “Issuer”)
(b). Address of Issuer’s Principal Executive Offices:
3055 Lebanon Pike, Suite 1000
Nashville, TN 37214
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office |
| Item 2(c). | Citizenship |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
| (i) | Blackstone Capital Partners VI L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (ii) | Blackstone Family Investment Partnership VI L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (iii) | Blackstone Family Investment PartnershipVI-ESC L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (iv) | Blackstone Eagle Principal Transaction Partners L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (v) | GSO COF Facility LLC |
c/o GSO Capital Partners LP
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (vi) | Blackstone Management Associates VI L.L.C. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (vii) | BMA VI L.L.C. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (viii) | BCP VISide-by-Side GP L.L.C. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (ix) | GSO Capital Partners LP |
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (x) | GSO Advisor Holdings L.L.C. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xi) | Blackstone Holdings I L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xii) | Blackstone Holdings I/II GP L.L.C. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xiii) | Blackstone Holdings III L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: Quebec, Canada
| (xiv) | Blackstone Holdings III GP L.P. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xv) | Blackstone Holdings III GP Management L.L.C. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xvi) | The Blackstone Group Inc. |
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xvii) | Blackstone Group Management L.L.C. |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: State of Delaware
| (xviii) | Stephen A. Schwarzman |
c/o The Blackstone Group Inc.
345 Park Avenue
New York, NY 10154
Citizenship: United States
Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI L.P., Blackstone Family Investment PartnershipVI-ESC L.P., Blackstone Eagle Principal Transaction Partners L.P. and GSO COF Facility LLC (collectively, the “Blackstone Funds”) directly hold the securities reported herein.
The general partner of Blackstone Capital Partners VI L.P. and Blackstone Eagle Principal Transaction Partners L.P. is Blackstone Management Associates VI L.L.C. The sole member of Blackstone Management Associates VI L.L.C. is BMA VI L.L.C. The general partner of Blackstone Family Investment Partnership VI L.P. and Blackstone Family Investment PartnershipVI-ESC L.P. is BCP VISide-by-Side GP L.L.C. Blackstone Holdings III L.P. is the managing member of BMA VI L.L.C. and the sole member of BCP VISide-by-Side GP L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group Inc.
The collateral manager of GSO COF Facility LLC is GSO Capital Partners LP. GSO Advisor Holdings L.L.C. is the special limited partner of GSO Capital Partners LP with the investment and voting power over the securities beneficially owned by GSO Capital Partners LP. The sole member of GSO Advisor Holdings L.L.C. is Blackstone Holdings I L.P. The general partner of Blackstone Holdings I L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is The Blackstone Group Inc.
The sole holder of the Class C common stock of The Blackstone Group Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone’s senior managing directors and controlled by its founder, Stephen A. Schwarzman.
Each such Reporting Person may be deemed to beneficially own the shares of Common Stock (as defined below) beneficially owned by the Blackstone Funds directly or indirectly controlled by it or him, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than the Blackstone Funds to the extent they directly hold Common Stock) is the beneficial owner of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.001 per share (the “Common Stock”).
| Item 2(e). | CUSIP Number: |
15912K100
| Item 3. | If this statement is filed pursuant to Rule13d-1(b), or13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership. |
(a) Amount beneficially owned:
Calculations of the percentage of shares of Common Stock beneficially owned assume 124,948,388 shares of Common Stock outstanding as of November 11, 2019, as reported in the Quarterly Report on Form10-Q filed with the Securities and Exchange Commission on November 14, 2019. Each of the Reporting Persons may be deemed to be the beneficial owner of the shares of Common Stock listed on such Reporting Person’s cover page.
Blackstone Capital Partners VI L.P. directly holds 33,678,124 shares of Common Stock, Blackstone Family Investment Partnership VI L.P. directly holds 5,434 shares of Common Stock, Blackstone Family Investment PartnershipVI-ESC L.P. directly holds 284,996 shares of Common Stock, Blackstone Eagle Principal Transaction Partners L.P. directly holds 25,077,548 shares of Common Stock, and GSO COF Facility LLC directly holds 574,151 shares of Common Stock.
(b) Percent of class:
Each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of shares of Common Stock listed on such Reporting Person’s cover page.
(c) Number of Shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the vote:
See each cover page hereof.
(ii) Shared power to vote or to direct the vote:
See each cover page hereof.
(iii) Sole power to dispose or to direct the disposition of:
See each cover page hereof.
(iv) Shared power to dispose or to direct the disposition of:
See each cover page hereof.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2020
| BLACKSTONE CAPITAL PARTNERS VI L.P. | ||
By: Blackstone Management Associates VI L.L.C., its general partner | ||
| By: BMA VI L.L.C, its sole member | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE EAGLE PRINCIPAL TRANSACTION PARTNERS L.P. | ||
By: Blackstone Management Associates VI L.L.C., its general partner | ||
| By: BMA VI L.L.C, its sole member | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE FAMILY INVESTMENT PARTNERSHIP VI L.P. | ||
| By: BCP VISide-by-Side GP L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE FAMILY INVESTMENT PARTNERSHIPVI-ESC L.P. | ||
| By: BCP VISide-by-Side GP L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| GSO COF FACILITY LLC | ||
| By: GSO Capital Partners LP, as collateral manager | ||
| By: | /s/ Marisa J. Beeney | |
| Name: Marisa J. Beeney | ||
| Title: Authorized Signatory | ||
[Change Healthcare Inc. - Schedule 13G]
| BLACKSTONE MANAGEMENT ASSOCIATES VI L.L.C. | ||
| By: BMA VI L.L.C, its sole member | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BMA VI L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BCP VISIDE-BY-SIDE GP L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| GSO CAPITAL PARTNERS LP | ||
| By: | /s/ Marisa J. Beeney | |
| Name: Marisa J. Beeney | ||
| Title: Authorized Signatory | ||
| GSO ADVISOR HOLDINGS L.L.C. | ||
| By: Blackstone Holdings I L.P., its sole member | ||
| By: Blackstone Holdings I/II GP L.L.C., its general partner | ||
| By: The Blackstone Group Inc., its sole member | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE HOLDINGS I L.P. | ||
| By: Blackstone Holdings I/II GP L.L.C., its general partner | ||
| By: The Blackstone Group Inc., its sole member | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE HOLDINGS I/II GP L.L.C. | ||
| By: The Blackstone Group Inc., its sole member | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
[Change Healthcare Inc. - Schedule 13G]
| BLACKSTONE HOLDINGS III L.P. | ||
| By: Blackstone Holdings III GP L.P., its general partner | ||
By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE HOLDINGS III GP L.P. | ||
By: Blackstone Holdings III GP Management L.L.C., its general partner | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| THE BLACKSTONE GROUP INC. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
| BLACKSTONE GROUP MANAGEMENT L.L.C. | ||
| By: | /s/ John G. Finley | |
| Name: John G. Finley | ||
| Title: Chief Legal Officer | ||
/s/ Stephen A. Schwarzman | ||
| Stephen A. Schwarzman | ||
[Change Healthcare Inc. - Schedule 13G]
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated February 14, 2020, among the Reporting Persons (filed herewith). |
