UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~

PURSUANT TO SECTION 13 OR 15(d) ~~OF THE~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (~~Date~~date of earliest event reported): September 6 21, 2016 (~~August 31~~September 19, 2016)

CHANGE HEALTHCARE HOLDINGS, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware	1-34435	20-5799664
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3055 Lebanon Pike, Suite 1000 Nashville, TN	~~37214~~	37214
(Address of principal executive offices)	(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

~~Registrant’s telephone number, including area code:~~ (615) 932-3000

~~Not~~(Registrant’s ~~Applicable~~telephone number, including area code)

~~(Former name~~NOT orAPPLICABLE ~~former address, if changed since last report)~~

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 81.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

OnAmendment ~~August 31, 2016, McKesson Corporation (“McKesson”) received a request for additional information and documentary material from the U~~No.S. ~~Department~~5 ~~of Justice (“DOJ”) pursuant~~ to ~~the~~Senior ~~Hart-Scott-Rodino~~Credit ~~Antitrust~~Facilities Improvements Act of 1976, as amended, in connection with the entry into a contribution and sale agreement, dated as of June 28, 2016, by and among Change Healthcare, Inc. (“Change Healthcare”), a Delaware corporation and the indirect parent company of Change Healthcare Holdings, Inc. (the “Company”), McKesson and other affiliated parties (the “Contribution Agreement”) pursuant to which the Change Healthcare stockholders and McKesson agreed to combine substantially all of the Company’s business with certain business units of McKesson to form a healthcare information technology company.

On September 19, 2016, Change Healthcare ~~and~~Holdings, ~~McKesson~~Inc. ~~will~~(“Change ~~respond~~Healthcare”) entered into Amendment No. 5 (“Amendment No. 5”) to the Credit Agreement, dated as ~~quickly~~of November 2, 2011, as ~~practicable~~amended on April 24, 2012, April 25, 2013, December 12, 2014 and ~~continue~~August to12, ~~work~~2015 ~~cooperatively~~(the ~~with~~ “Credit Agreement”), among Change Healthcare, the ~~DOJ~~other ~~staff~~borrowers inparty ~~connection~~thereto, ~~with~~Bank of ~~its~~America, ~~review~~N.A., as administrative agent, swing line lender, letter of credit issuer and collateral agent, and each lender party, guarantor and agent thereto, to extend the ~~transactions~~maturity ~~contemplated~~date in ~~the~~respect ~~Contribution~~of ~~Agreement~~$96.6 ~~Both~~million of Change Healthcare’s existing ~~and~~$125.0 ~~McKesson~~million ~~continue~~revolving tocredit ~~anticipate~~facility ~~that~~from ~~the~~November ~~transactions~~2, ~~will~~2016 beto ~~completed~~August in3, 2018 on the ~~first~~same ~~half~~terms ofas ~~calendar~~the ~~year~~existing ~~2017~~revolving credit facility.

~~Forward~~The ~~Looking~~foregoing ~~Statements~~description of Amendment No. 5 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 5, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

~~Information~~Item ~~set forth in this Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws~~2. ~~These forward-looking statements are subject to a number of risk and uncertainties~~03. ~~All~~Creation ~~statements other than statements~~ of ~~historical~~ ~~fact~~a ~~are~~Direct ~~statements~~Financial ~~that~~Obligation could be deemed forward-looking statements, including statements regarding the expected timing of the completion of the transactions contemplated by the Contribution Agreement; the ability to complete the transactions contemplated by the Contribution Agreement considering the various closing conditions; the expected benefits and costs of the transactions contemplated by the Contribution Agreement; any projections of earnings, revenues, synergies or ~~other~~ ~~financial~~an ~~items;~~Obligation ~~any~~under ~~statements~~an of the plans, strategies and objectives of management for future operations; any statements regarding product or service developments, extensions or integration; any statements of expectation or belief; any statements regarding general industry conditions and competition; any statements regarding economic conditions; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include risks related to the timing or ultimate completion of the transactions contemplated by the Contribution Agreement, including the satisfaction or waiver of all applicable closing conditions, including antitrust clearance and completion of audited financial statements of the McKesson Technology Solutions businesses being contributed to the new company; the possibility that expected benefits may not materialize as expected; ability to successfully implement integration strategy for the new company; as well as the ability to ensure continued performance or market growth of the Company’s, McKesson’s and the new company’s products and services. These risks, uncertainties and other factors, and the general risks associated with the respective businesses of the Company and McKesson described in the reports and other documents submitted by each of them to the Securities and Exchange Commission, could cause actual results to differ materially from those referred to in the forwardOff-~~looking statements.~~Balance ~~All~~Sheet ~~forward-looking~~Arrangement statements are based on information currently available to the Company and McKesson and are qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of ~~the~~a ~~date such statements were first made~~Registrant. ~~Except to the extent required by law, neither the Company nor McKesson assumes any obligation to update forward-looking statements or other statements included in this Current Report on Form 8-K.~~

The information set forth in Item 1.01 above is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

10.1		Amendment No. 5 to the Credit Agreement, dated as of September 19, 2016, among Change Healthcare Holdings, Inc., the other borrowers party thereto, Bank of America, N.A., as administrative agent, swing line lender, letter of credit issuer and collateral agent thereunder, and the lenders, guarantors and agents party thereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHANGE HEALTHCARE HOLDINGS, INC. By: /s/ Gregory T. Stevens Gregory T. Stevens Executive Vice President, General Counsel and Secretary

~~Date:~~INDEX ~~September~~TO 6,EXHIBITS ~~2016~~


Exhibit No.		Description

10.1		Amendment No. 5 to the Credit Agreement, dated as of September 19, 2016, among Change Healthcare Holdings, Inc., the other borrowers party thereto, Bank of America, N.A., as administrative agent, swing line lender, letter of credit issuer and collateral agent thereunder, and the lenders, guarantors and agents party thereto.

CHANGE HEALTHCARE HOLDINGS, INC.

Date: September 21, 2016

/s/ Gregory T. Stevens

Gregory T. Stevens

Executive Vice President, General Counsel and Secretary

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