ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. (NASDAQ:MDRX) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01Completion of Acquisition or Disposition of Assets
On December 31, 2018, Allscripts Healthcare, LLC, a North Carolina limited liability company (“Healthcare LLC”) and wholly-owned subsidiary of Allscripts Healthcare Solutions, Inc., a Delaware corporation (“Allscripts”), and Allscripts Next, LLC, a Delaware limited liability company and wholly-owned subsidiary of Healthcare LLC (“Next LLC” and, together with Healthcare LLC, the “Seller”), completed the previously announced transactions contemplated by that certain Unit Purchase Agreement (the “Purchase Agreement”), dated as of December 7, 2018, by and among Seller, ACP Accelerate I LLC, a Delaware limited liability company, ACP Accelerate II LLC, a Delaware limited liability company, TA XII-A, L.P., a Delaware limited partnership, TA XII-B, L.P. a Delaware limited partnership, TA Investors XII L.P., a Delaware limited partnership, the California State Teachers’ Retirement System, White Plaza Group Trust, Performance EFFEM PE Fund, L.P.: Series 2018, a Delaware limited partnership, GI Netsmart Holdings LLC, a Delaware limited liability company, Pacific Opportunity LP, a Delaware limited partnership, Pacific Opportunity II LP, a Delaware limited partnership, and Bay Opportunities LP, a Delaware limited partnership, (collectively, the “Purchasers”), and, solely for the limited purposes set forth therein, Allscripts, to which the Seller sold to the Purchasers, severally and upon the terms and conditions of the Purchase Agreement, all of the Class A Common Units (the “Units”) of Netsmart LLC, a Delaware limited liability company (the “Company”), held by it (the “Sale”) in exchange for $566,610,567, plus up to $8,389,433 in the event the Company’s Net Debt Amount is less than the Target Net Debt Amount (each as defined in the Purchase Agreement) as of the end of the day on December 31, 2018 (as determined following the closing to the terms of the Purchase Agreement).
Allscripts’ unaudited pro forma consolidated financial information giving effect to the Sale is filed as Exhibit 99.1hereto.
The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached as Exhibit 2.1 to our Form 8-K filed with the Securities and Exchange Commission on December 11, 2018, which is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(b)Pro forma financial information.
Allscripts’ unaudited pro forma consolidated financial information giving effect to the Sale is filed as Exhibit 99.1 hereto.
(d)Exhibits:
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ExhibitNo. |
Description |
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2.1 |
Unit Purchase Agreement, dated as of December 7, 2018, by and among Allscripts Healthcare, LLC, Allscripts Next, LLC, ACP Accelerate I LLC, ACP Accelerate II LLC, TA XII-A, L.P., TA XII-B, L.P., TA Investors XII L.P., GI Netsmart Holdings LLC, Pacific Opportunity LP, Pacific Opportunity II LP, Bay Opportunities LP, and, solely for the limited purposes set forth therein, Allscripts Healthcare Solutions, Inc. (filed as Exhibit 2.1 to the Current Report on Form 8-K filed on December 11, 2018 and incorporated herein by reference). |
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99.1 |
Unaudited pro forma consolidated financial information. |
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. Exhibit
EX-99.1 2 mdrx-ex991_7.htm EX-99.1 mdrx-ex991_7.htm Exhibit 99.1 Allscripts Healthcare Solutions,…
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About ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. (NASDAQ:MDRX)
Allscripts Healthcare Solutions, Inc. delivers information technology (IT) and services to help healthcare organizations in clinical, financial and operational results. The Company operates through two segments: Clinical and Financial Solutions, and Population Health. The Clinical and Financial Solutions segment includes the sale of integrated clinical software applications and financial and information solutions, which primarily include electronic health record (EHR)-related software, financial and practice management software, related installation, support and maintenance, outsourcing, hosting, revenue cycle management, training and electronic claims administration services. Its Population Health segment includes sale of health management and coordinated care solutions that are focused on hospitals, health systems, other care facilities and accountable care organizations. These solutions enable clients to connect, transition, analyze, and coordinate care across the care community.