Item 1.01. Entry Into a Material Definitive Agreement
0.875% Convertible Senior Notes due 2027
On
The net proceeds from the sale of the Notes were approximately
Indenture
The Company issued the Notes under an indenture dated as of
The Notes bear interest at a rate of 0.875% per annum from and including
The Notes are senior unsecured obligations of the Company and rank: (i) senior in right of payment to any indebtedness of the Company that is expressly subordinated in right of payment to the Notes; (ii) equal in right of payment to any unsecured indebtedness of the Company that is not so subordinated (including the Company's existing 1.25% Cash Convertible Senior Notes due 2020); (iii) effectively junior in right of payment to any secured indebtedness of the Company (including the Company's existing senior secured credit facilities) to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities (including trade payables) of the Company's subsidiaries.
The Notes are convertible at the option of the holders (in whole or in part) at
any time prior to the close of business on the business day immediately
preceding
The initial conversion rate for the Notes will be 75.0962 shares of common stock
per
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The Notes are not redeemable at the Company's option prior to maturity, and no sinking fund is provided for the Notes.
Upon the occurrence of a "fundamental change" (as defined in Section 1.01 of the
Indenture), holders may require the Company to repurchase all or any portion of
their Notes in principal amounts of
The Indenture contains customary terms and covenants, including that upon certain events of default, including cross acceleration to certain other indebtedness of the Company and its subsidiaries, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare the unpaid principal of the Notes and accrued and unpaid interest, if any, thereon immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to the Company or any of its significant subsidiaries (as defined in Rule 1-02 of Regulation S-X), the principal amount of the Notes together with accrued and unpaid interest, if any, thereon will automatically become and be immediately due and payable.
The Notes and the shares of the Company's common stock issuable upon conversion of the Notes, if any, do not have the benefit of any registration rights. The Notes will not be listed on any securities exchange.
Capped Call Transactions
As previously announced, in connection with the pricing of the Notes, on
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02. Unregistered Sales of
The information with respect to the Notes and the Indenture set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Notes were sold to the initial purchasers in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act and the Notes were resold to qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act.
The offer and sale of the Notes and the shares of the Company's common stock
issuable upon conversion of the Notes, if any, have not been and will not be
registered under the Securities Act or the securities laws of any other
jurisdiction, and such securities may not be offered or sold in
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requirements of the Securities Act and other applicable securities laws. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 4.1 Indenture, dated as ofDecember 9, 2019 , by and betweenAllscripts Healthcare Solutions, Inc. andU.S. Bank National Association 4.2 Form of 0.875% Convertible Senior Note due 2027 (included as Exhibit A in Exhibit 4.1) 10.1 Capped call transaction confirmation, dated as ofDecember 4, 2019 , by and betweenJPMorgan Chase Bank, National Association ,New York Branch andAllscripts Healthcare Solutions, Inc. 10.2 Capped call transaction confirmation, dated as ofDecember 4, 2019 , by and betweenWells Fargo Bank , National Association andAllscripts Healthcare Solutions, Inc. 10.3 Capped call transaction confirmation, dated as ofDecember 4, 2019 , by and betweenBank of America, N.A . andAllscripts Healthcare Solutions, Inc. 10.4 Capped call transaction confirmation, dated as ofDecember 4, 2019 , by and between Deutsche Bank AG,London Branch andAllscripts Healthcare Solutions, Inc. 104 Cover Page Interactive Data File (formatted in Inline XBRL). 3
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