Item 1.01.Entry into a Material Definitive Agreement

On July 30, 2020, Allscripts Healthcare Solutions, Inc., a Delaware corporation (the "Company"), Allscripts Healthcare, LLC, a North Carolina limited liability company and subsidiary of the Company ("Allscripts Healthcare"), Allscripts Software, LLC, a Delaware limited liability company and subsidiary of the Company (together with Allscripts Healthcare, the "Sellers"), Strata Decision Technology LLC, an Illinois limited liability company ("Buyer"), and, solely for purposes of Article VI and Section 12.18 thereof, Roper Technologies, Inc., a Delaware corporation, entered into an Asset Purchase Agreement (the "Asset Purchase Agreement").

Upon the terms and subject to the conditions set forth in the Asset Purchase Agreement, Buyer has agreed to acquire (the "Acquisition") substantially all of the assets of the Sellers' business providing budgeting, long-range planning, cost accounting and financial decision support solutions, software and services for healthcare organizations, commonly referred to as "EPSi" (including the RealCost Platform) (the "EPSi Business") for $365 million in cash (the "Purchase Price"), subject to certain adjustments as set forth in the Asset Purchase Agreement. Certain assets of the Sellers relating to the EPSi Business will be excluded from the transaction and retained by the Sellers, and Buyer will assume certain liabilities related to the EPSi Business under the terms of the Asset Purchase Agreement.

Completion of the Acquisition is subject to various conditions, including, among others, (i) no order or other legal restraint or prohibition being in effect that would prohibit or prevent the transactions from being consummated; (ii) no legal proceeding having been commenced by any governmental entity that seeks to prohibit, enjoin or restrain the consummation of the transactions; (iii) the applicable waiting period (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act having expired or otherwise having been terminated; and (iv) subject to specified materiality standards, the accuracy of certain representations and warranties of the parties. Each party's obligation to consummate the Acquisition is also subject to certain additional conditions, including performance in all material respects by the other party of its obligations under the Asset Purchase Agreement. The Asset Purchase Agreement contains certain termination rights for both Buyer and the Sellers, including if the closing of the Acquisition has not occurred by April 30, 2021. The Asset Purchase Agreement contains customary representations and warranties of the Sellers and Buyer as set forth therein, and the Sellers and Buyer also agreed to customary covenants, including covenants requiring the Sellers to conduct the EPSi Business in the ordinary course prior to the completion of the Acquisition.

The foregoing description of the Asset Purchase Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which is attached hereto as Exhibit 2.1, which is incorporated herein by reference.

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 31, 2020, the Company and Mr. Richard J. Poulton, the Company's President and Chief Financial Officer, entered into an amendment (the "Amendment") to Mr. Poulton's employment agreement with the Company, dated October 29, 2012 (the "Employment Agreement"). Pursuant to the Amendment, the severance benefits payable upon a termination without Cause or due to Constructive Discharge, each as defined in the Employment Agreement, were modified as follows: (i) Mr. Poulton's cash severance payment was increased from one times the sum of Mr. Poulton's annual base salary and target bonus to two times the sum of Mr. Poulton's annual base salary and target bonus and (ii) the maximum period for continued health and dental insurance benefits increased from 12 months to 24 months post-termination. The foregoing description is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.


Exhibit Number                          Exhibit Description

2.1                  Asset Purchase Agreement, dated as of July 30, 2020, by and
                   among Allscripts Healthcare Solutions, Inc., a Delaware
                   corporation, Allscripts Healthcare, LLC, a North Carolina
                   limited liability company, Allscripts Software, LLC, a
                   Delaware limited liability company, Strata Decision Technology
                   LLC, an Illinois limited liability company, and, solely for
                   purposes of Article VI and Section 12.18 thereof, Roper
                   Technologies, Inc.

10.1                 First Amendment to the Employment Agreement between
                   Allscripts Healthcare Solutions, Inc. and Richard Poulton

104                Cover Page Interactive Data File (embedded within the Inline
                   XBRL document)




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