NantHealth, Inc. (NasdaqGS:NH) entered into note purchase agreement for the private placement of 4.50% convertible senior notes due 2026 for gross proceeds of $137,500,000 on April 13, 2021. The transaction will include commitment from new investors Highbridge Tactical Credit & Convertibles Master Fund, L.P., a fund managed by Highbridge Capital Management, LLC for $42,600,000, Highbridge Convertible Dislocation Fund, L.P., a fund managed by Highbridge Capital Management, LLC for $32,400,000 and existing investor Nant Capital, LLC for $62,500,000. The notes will be issued at par value. The notes carry a coupon of 4.50%. The notes are unsecured. The company will issue securities pursuant to an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. NaviNet, Inc. will act as the guarantor in the transaction. The agreement includes customary representations, warranties and covenants by the company and customary closing conditions. Under the terms of the agreement, the company has agreed to indemnify the buyers against certain liabilities. The company’s obligations under the convertible notes will be guaranteed by the guarantor, and the convertible notes will be convertible into shares of the company’s common stock, par value $0.0001 per share. The shares of common stock issuable pursuant to the terms of the Indenture, collectively, are referred to herein as the conversion shares, and the convertible notes, the guarantee and the conversion shares, collectively, are referred to herein as the securities. The transaction is expected to close on or before April 27, 2021. The company will pay transaction expenses shall not exceed $400,000. The company will issue securities pursuant to exemption provided under Regulation D.