Exact Care Pharmacy, LLC entered into a definitive agreement to acquire Tabula Rasa HealthCare, Inc. (NasdaqGM:TRHC) from Indaba Capital Fund, L.P, managed by Indaba Capital Management, L.P. and others for approximately $320 million on August 5, 2023. The all-cash transaction values Tabula Rasa at approximately $570 million, including net debt of approximately $262 million, on an enterprise value basis. Under the terms of the Agreement, Tabula Rasa stockholders will receive $10.50 in cash for each share of common stock at the closing of the transaction, representing a premium of approximately 34% to Tabula Rasa?s closing stock price on August 4, 2023, the last trading day prior to announcement. Following the closing of the transaction, John Figueroa, ExactCare?s current Executive Chairman, will assume the role of Chairman and Chief Executive Officer of the combined company. Tabula Rasa will continue operations in all of its locations, including Moorestown, New Jersey, and Brian Adams, Tabula Rasa?s current President and Chief Executive Officer, will assume the role of President of the combined company. Following the closing of the transaction, Tabula Rasa will become a privately held company wholly owned by an affiliate of ExactCare and shares of Tabula Rasa common stock will no longer be listed on the Nasdaq stock exchange. During the period beginning on the date of the Merger Agreement and continuing until midnight, New York City time, on August 26, 2023 (i.e., one minute after 11:59 p.m., New York City time, on August 25, 2023) (the ? Go-Shop Period ?), Tabula may initiate, solicit, facilitate and encourage, whether publicly or otherwise, any alternative acquisition proposals from third parties and provide non-public information to and engage in discussions or negotiations with third parties with respect to alternative acquisition proposals. Upon termination of the Merger Agreement under specified circumstances, Tabula will be required to pay Exact Care a termination fee in the amount of $5,285,000 and in other circumstances, the amount of the termination fee will be $10,570,000. Upon termination of the Merger Agreement under specified circumstances, Tabula will be entitled to a termination fee of $21,140,000.

The transaction is expected to close during the fourth quarter of 2023, subject to the satisfaction of customary closing conditions, including the receipt of stockholder and regulatory approvals. The Board of Directors (the ?Board?) of Tabula Rasa has unanimously approved the transaction. Additionally, Indaba Capital Management, L.P. ("Indaba"), the Company's largest stockholder with an approximately 25% equity stake, has entered into a voting and support agreement pursuant to which it has agreed to vote its shares of common stock in favor of the transaction as set forth therein. As of October 31, 2023, the transaction has been approved the shareholders of Tabula Rasa HealthCare.

Goldman Sachs & Co. LLC is acting as exclusive financial advisor to the Company and Cravath, Swaine & Moore LLP acted as the Company?s legal advisor. Robert Lichtenstein of Morgan, Lewis and Bockius LLP represented the management team of TRHC for this transaction. Cantor Fitzgerald & Co. is acting as lead financial advisor and Centerview Partners is also acting as financial advisor to ExactCare and Nautic. David B. Feirstein, Michael J. Sartor, Patrick V. Salvo, John M. Ilardo, Matthew R. Pacey, Ieuan Adrian List and Jabir Yusoff of Kirkland & Ellis LLP is acting as their legal advisor. Goldman Sachs & Co. LLC acted as financial advisor to Tabula Rasa. Elizabeth Gonzalez-Sussman of Olshan Frome Wolosky LLP acted as legal advisor to Indaba Capital Management.

Exact Care Pharmacy, LLC completed the acquisition of Tabula Rasa HealthCare, Inc. (NasdaqGM:TRHC) from Indaba Capital Fund, L.P, managed by Indaba Capital Management, L.P. and others on November 3, 2023.