UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
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(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code:
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Name of Each Exchange on which Registered |
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(Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01Entry into a Material Definitive Agreement.
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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. |
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Date: June 15, 2021 |
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By: |
/s/ Eric Jacobson |
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Eric Jacobson |
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Senior Vice President and Corporate Secretary |
Document and Entity Information |
Jun. 14, 2021 |
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| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 14, 2021 |
| Entity Registrant Name | ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. |
| Entity Central Index Key | 0001124804 |
| Entity Emerging Growth Company | false |
| Entity File Number | 001-35547 |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 36-4392754 |
| Entity Address, Address Line One | 222 Merchandise Mart Plaza |
| Entity Address, Address Line Two | Suite 2024 |
| Entity Address, City or Town | Chicago |
| Entity Address, State or Province | IL |
| Entity Address, Postal Zip Code | 60654 |
| City Area Code | (800) |
| Local Phone Number | 334-8534 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.01 per share |
| Trading Symbol | MDRX |
| Security Exchange Name | NASDAQ |