Optum, Inc. entered into a definitive agreement to acquire Change Healthcare Inc. (NasdaqGS:CHNG) from Blackstone Capital Partners VI, L.P., other funds managed by The Blackstone Group Inc. (NYSE:BX), Camber Capital Management LLC and others for $8.6 billion, in a merger of equals transaction, on January 5, 2021. The agreement calls for the acquisition of Change Healthcare's common stock for $25.75 per share in cash. Each option to acquire Change Healthcare shares, whether vested or unvested, will be converted into an option to purchase a number of shares of UnitedHealth Group (NYSE:UNH), ultimate parent of Optum, based on the equity award exchange ratio which is per share merger consideration divided by the UnitedHealth trading price. Each outstanding restricted share subject to specified return-based vesting conditions will be converted into the right to receive the merger consideration. Each outstanding restricted stock unit award will be converted into a restricted stock unit denominated in shares of UnitedHealth common stock based on the equity award exchange ratio. Each outstanding stock appreciation right award will be converted into a stock appreciation right denominated in a number of UnitedHealth shares based on the equity award exchange ratio. Each deferred stock unit award will be converted into a deferred stock unit award denominated in shares of UnitedHealth common stock based on the equity award exchange ratio. Change will be the surviving corporation in the merger and will become privately held as a wholly owned subsidiary of UnitedHealth Group. Change Healthcare will become part of Optum but will continue to operate under the Change Healthcare brand and leadership structure for an interim period. After which Change Healthcare and OptumInsight will merge, creating the new OptumInsight organization. Upon termination of the agreement under certain specified circumstances, Change Healthcare will be required to pay to UnitedHealth a termination fee of $300 million. As of April 5, 2022, as part of the extension, Optum will pay a $650 million fee to Change Healthcare in the event the merger is unable to be completed because of the court's decision.

Upon closing, Neil de Crescenzo Chief Executive Officer of Change Healthcare will serve as OptumInsight's Chief Executive Officer, leading the combined organization. The transaction is subject to Change Healthcare shareholders' approval, the waiting period under the HSR Act shall have expired or been earlier terminated, the absence of other legal restraints, the accuracy of the parties' respective representations and warranties contained in the merger agreement, Change's receipt of an opinion of counsel to the effect that the Merger and the transactions contemplated thereby will not affect the intended tax-free treatment of the March 2020 separation, applicable regulatory approval and other customary closing conditions. The consummation of the merger is not subject to any financing conditions. The respective Boards of Directors of Change Healthcare and UnitedHealth Group have unanimously approved the agreement. Change Healthcare Board has recommended that its stockholders adopt the agreement at a meeting to be held for such purpose based on the opinion received by its financial advisor that the merger consideration is fair from a financial point of view to such holders. Concurrently, UnitedHealth and certain investment funds affiliated with The Blackstone Group, which own approximately 19.4% of the common stock of Change Healthcare, entered into a Support Agreement whereby these funds will vote the shares that they control in favor of the merger. On February 12, 2021, UnitedHealth Group, in consultation with Change Healthcare, voluntarily withdrew its notification and report form filed with the U.S. Department of Justice (DOJ) and the U.S. Federal Trade Commission on January 19, 2021, effective as of February 18, 2021, to provide the agencies with additional time to review the transaction. UnitedHealth Group expects to re-file its notification and report form as soon as practicable following the effectiveness of such withdrawal, and in any event no later than February 22, 2021. If UnitedHealth Group re-files its notification and report form on February 22, 2021, the waiting period under the HSR Act will expire on March 24, 2021, unless earlier terminated or extended by a request for additional information and documentary material from the agencies. On March 24, 2021, Change Healthcare and UnitedHealth Group each received a request for additional information and documentary materials (Second Request) from the DOJ in connection with the DOJ's review of the Merger. Change Healthcare stockholders voted to approve the merger during a special meeting held on April 13, 2021. On August 7, 2021, Change Healthcare and UnitedHealth Group entered into a timing agreement with the DOJ pursuant to which they agreed, among other things, not to consummate the merger before 120 days following the date on which both parties have certified substantial compliance with the Second Request unless they have received written notice from the DOJ prior to the end of such 120-day period that the DOJ has closed its investigation of the pending merger. In addition, both parties agreed to not certify substantial compliance with the Second Request before September 15, 2021. On February 17, 2022, Change Healthcare and UnitedHealth Group provided notice to the U.S. Department of Justice, according to which, the U.S. Department of Justice now has until February 27, 2022, to initiate litigation to block the consummation of the merger. As of February 24, 2022, the US Justice Department sues to block the acquisition. As per the announcement on March 17, 2022, Federal judge sets August 1, 2022 trial date for government challenge on the transaction. The transaction is expected to close in the second half of 2021. In a sealed opinion issued on September 19, 2022, District of Columbia Judge Carl Nichols blocked the Department of Justice's attempt to intervene in the case. Court's ruling will allow the merger to move forward. The transaction is expected to complete in first part of 2022. As of December 9, 2021, the outside date for expected closing has been extended to April 5, 2022. As of April 5, 2022, Optum and Change Healthcare have agreed to extend their merger agreement to December 31, 2022. The acquisition is expected to be accretive to UnitedHealth's net and adjusted earnings per share by approximately $0.2 and $0.5 respectively in 2022.

Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider to Change Healthcare. Eric Swedenburg, Jonathan Corsico, Sara Razi, Gregory Grogan, Andrew Purcell, Lori Lesser, Vanessa Burrows, Joshua Bonnie, William Golden, Jonathan Ozner, Lia Toback, Brian Gluck, Brad Goldberg,Abram Ellis, Preston Miller and Adeeb Fadil of Simpson Thacher & Bartlett LLP acted as legal advisor to Change Healthcare. Keith Pagnani and Melissa Sawyer of Sullivan & Cromwell LLP acted as legal advisors to UnitedHealth. BofA Securities, Inc. acted as financial advisor to United Health Group, indirect parent of Optum, Inc. Barclays PLC acted as financial advisor to Change Healthcare Inc. in the transaction. Eric L. Issadore of Ropes & Gray LLP acted as legal advisor to The Blackstone Group. Goldman Sachs will be paid a transaction fee of approximately $73 million, all of which is contingent upon consummation of the merger. Morrow & Co., LLC acted as proxy solicitor to Change Healthcare. Leigh Oliver, Bob Leibenluft and Logan Breed Hogan Lovells US LLP advised United HealthCare Services, Inc in the deal.

Optum, Inc. completed the acquisition of Change Healthcare Inc. (NasdaqGS:CHNG) from Blackstone Capital Partners VI, L.P., other funds managed by The Blackstone Group Inc. (NYSE:BX), Camber Capital Management LLC and others in a merger of equals transaction, on October 3, 2022.