Veradigm 2027 convertible holders agree to waiver, amendments

By Marisa Wong

Los Angeles, Feb. 5 – Veradigm Inc. worked with holders of a majority in aggregate principal amount of its currently outstanding 0.875% convertible senior notes due 2027 to obtain a waiver of any defaults under the indenture governing the notes, according to an 8-K filing with the Securities and Exchange Commission.

The defaults relate to the company’s previously disclosed failure to timely file its annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC for annual or quarterly periods ending subsequent to Sept. 30, 2022 through Feb. 5, 2024.

The holders also consented to some other amendments to terms of the notes, and on Monday the company entered into a first supplemental indenture to the indenture dated Dec. 9, 2019 with U.S. Bank Trust Co., NA as trustee.

The indenture was revised to, among other things, provide for biannual repurchase rights at the option of the holders beginning on Jan. 1, 2025 at the accreted prices set forth in the first supplemental indenture; make some changes to the table in the indenture setting forth the number of additional shares by which the conversion rate applicable to notes surrendered in connection with make-whole fundamental changes will be increased; and provide for an accreting value for notes purchased upon the occurrence of a fundamental change on or after Feb. 2.

In connection with the waiver related to the notes and the entry into the first supplemental indenture, the company also entered into letter agreements with each of the capped call dealers, JPMorgan Chase Bank, NA, New York Branch, Wells Fargo Bank, NA, Bank of America, NA and Deutsche Bank AG, London Branch, to waive the additional termination event that may or could result from the first supplemental indenture under the privately negotiated capped call transactions entered into with each of the capped call dealers in December 2019; and amend the capped call confirmations to, among other things, provide for automatic exercise at expiration and proportionate early termination at the election of the capped call dealers in the event of certain early repayment, repurchase, exchange or similar events involving the notes.

Based in Chicago, the company provides physician practices, hospitals and other health care providers with practice management and electronic health record technology.

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