Allscripts Healthcare : Accelerated Share Repurchase Program (Form 8-K)

Accelerated Share Repurchase Program

On June 14, 2021, Allscripts Healthcare Solutions, Inc., a Delaware corporation (the 'Company') entered into supplemental confirmations (each, a 'Supplemental Confirmation') to a master confirmation dated November 30, 2020 (each a 'Master ASR Confirmation' and, as supplemented by the corresponding Supplemental Confirmations, an 'ASR Agreement'), with each of JPMorgan Chase Bank, National Association and Wells Fargo Bank, National Association (each, an 'ASR Counterparty'), as part of the Company's share repurchase program. Under the ASR Agreements, the Company will pay a total of $200 million to the ASR Counterparties and receive a total of approximately 9.1 million shares of the Company's common stock (the 'Common Stock') from the ASR Counterparties on or after June 15, 2021. The total number of shares of Common Stock that the Company will repurchase under each ASR Agreement will be based on the average of the daily volume-weighted average prices of the Common Stock during the term of such ASR Agreement, less a discount. At settlement, each ASR Counterparty may be required to deliver additional shares of Common Stock to the Company, or, under certain circumstances, the Company may be required to make a cash payment or deliver shares of Common Stock to the applicable ASR Counterparty.

Each ASR Agreement contains the principal terms and provisions governing the accelerated share repurchase, including, but not limited to, the mechanism used to determine the number of shares of Common Stock that will be delivered, the required timing of delivery of the shares, the circumstances under which the applicable ASR Counterparty is permitted to make adjustments to valuation and calculation periods, and various acknowledgements, representations and warranties made by the Company and the applicable ASR Counterparty to one another. Each ASR Agreement also provides that the applicable ASR Counterparty can terminate the transaction following the occurrence of certain specified events, including major corporate transactions involving the Company.

The ASR Agreements were entered into pursuant to the Company's existing share repurchase program. On May 26, 2021, the Company announced that its board of directors had approved a share repurchase program under which the Company may purchase up to $350 million of its Common Stock. The existing share repurchase program does not have a termination date. After taking into account prior open market purchases and the $200 million of shares to be repurchased pursuant to the ASR Agreements, the Company expects to have approximately $108 million of remaining share repurchase authorization available.

The ASR Counterparties and their affiliates have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for the Company and its subsidiaries for which they have received, and will receive, customary fees and expenses.