Exhibit 99.1
Allscripts Announces Pricing of $200 Million Convertible Senior Notes Offering
CHICAGO—(BUSINESS WIRE)—December 5, 2019— Allscripts Healthcare Solutions, Inc. (Nasdaq: MDRX) (“Allscripts”) today announced the pricing of its previously disclosed private offering of $200 million aggregate principal amount of its 0.875% convertible senior notes due 2027 (the “notes”). Allscripts has also granted the initial purchasers of the notes an option to purchase, within a13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $30 million aggregate principal amount of the notes. The notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering and sale of the notes to the initial purchasers is expected to close on December 9, 2019, subject to customary closing conditions.
The notes are senior, unsecured obligations of Allscripts and bear interest at a rate of 0.875% per year, payable semiannually in arrears on January 1 and July 1 of each year, commencing on July 1, 2020. The notes will be convertible at the option of the holders only in certain circumstances and during certain periods. Conversions of the notes may be settled in cash, shares of Allscripts’ common stock, or a combination of cash and shares of Allscripts’ common stock, at Allscripts’ election. Allscripts will not have the right to redeem the notes prior to maturity. The notes will mature on January 1, 2027, unless earlier repurchased or converted in accordance with their terms prior to such date. The initial conversion rate for the notes will be 75.0962 shares of Allscripts’ common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $13.32 per share of Allscripts’ common stock. The initial conversion price of the notes represents a premium of approximately 32.5% to the $10.05 per share last reported sale price of Allscripts’ common stock on December 4, 2019.
Allscripts estimates that the net proceeds from the offering will be approximately $195.0 million (assuming no exercise of the initial purchasers’ option to purchase additional notes), after deducting the initial purchasers’ discount but before estimated offering expenses. Allscripts intends to use $15.8 million of the net proceeds to pay the cost of capped call transactions described below, and Allscripts expects to use the remaining net proceeds to repay outstanding borrowings under its senior secured revolving credit facility.
In connection with the pricing of the notes, Allscripts entered into privately negotiated capped call transactions with JPMorgan Chase Bank, National Association, Wells Fargo Bank, National Association, Bank of America, N.A. and Deutsche Bank AG, London Branch (the “option counterparties”). The capped call transactions are expected generally to reduce the potential dilution to Allscripts’ common stock upon any conversion of notes and/or offset any cash payments Allscripts is required to make in excess of the principal amount of the converted notes, as the case may be, in the event that the market price of Allscripts’ common stock is greater than the strike price of the capped call transactions (which initially corresponds to the initial conversion price of the notes and is subject to certain adjustments under the terms of the capped call transactions), with such reduction and/or offset subject to a cap based on the cap price of the capped call transactions. The cap price of the capped call transactions is initially $17.5875 per share, representing a premium of 75% above the last reported sale price of $10.05 per share of Allscripts’ common stock on December 4, 2019, and is subject to certain adjustments under the terms of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, Allscripts intends to enter into one or more additional capped call transactions with the option counterparties.