Veradigm : Material Agreement - Form 8-K

Item 1.01

Entry into a Material Definitive Agreement.

On March 29, 2024, Veradigm Inc. (the "Company") and Veradigm LLC, a wholly-owned subsidiary of the Company (the "Co-Borrower"),entered into an amendment (the "Third Amendment") to the Third Amended and Restated Credit Agreement, dated as of April 29, 2022, as previously amended, among the Company, the Co-Borrower,the lenders party thereto (the "Lenders") and JPMorgan Chase Bank, N.A., as administrative agent (as amended prior to the date hereof, the "Credit Agreement"). The Third Amendment (i) provides the Company with an additional relief period (the "Relief Period") during which the Company has additional time to furnish its financial statements for the fiscal quarters and fiscal years ending on or prior to December 31, 2024, and (ii) includes a reduction in the Total Gross Leverage Ratio financial covenant in the event that 75% or more of the Company's 0.875% convertible senior notes due 2027 (the "2027 Convertible Notes") outstanding on the date of the Third Amendment are redeemed. Until all required financial statements have been delivered and the Company elects to terminate the Relief Period, the Third Amendment (i) continues to apply the minimum liquidity covenant applicable to the Company but reduces the covenant requirement from $350 million to $75 million and modifies the definition of liquidity to (x) exclude the aggregate undrawn commitment under the Credit Agreement and (y) deduct the aggregate principal amount of 2027 Convertible Notes outstanding at any time, (ii) includes an updated borrowing condition during the Relief Period requiring the consolidated cash balance to not exceed, (x) if such borrowing occurs prior to the repayment of 75% or more of the aggregate principal amount of the 2027 Convertible Notes outstanding on the date of the Third Amendment, $400 million, and, (y) otherwise, $250 million (updated from the $400 million threshold applying anytime any 2027 Convertible Notes are outstanding), (iii) applies a $40-millionaggregate cap on certain acquisitions, investments, restricted payments and prepayments of restricted junior debt baskets during such relief period, (iv) restricts access to Senior Secured Net Leverage Ratio based investments, restricted payments and prepayments of restricted junior debt baskets during such relief period, and (v) applies the highest pricing category in the leveraged-based pricing grid in the Credit Agreement during the relief period. The Third Amendment also continues to permit the Company to use management projected financial statements for purposes of financial testing. The foregoing summary of the Third Amendment is qualified in its entirety by the terms and conditions of the Third Amendment, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.