UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On January 31, 2024, Veradigm Inc. (the “Company”) and Veradigm LLC, one of the Company’s subsidiaries (the “Co-Borrower”), entered into an amendment (the “Second 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 (the “Credit Agreement”). The Credit Agreement provided for the Company’s $700 million revolving loan, with a maturity date of April 29, 2027 and an uncommitted incremental credit facility in a fixed amount of $350 million and an unlimited additional ratio-based amount so long as the senior secured net leverage ratio of the Company does not exceed 2.50:1.00, and requires the Company to deliver quarterly and annual financial statements to the Lenders. The Second Amendment (i) reduces the aggregate commitment of the revolving loan from $700 million to $400 million, (ii) reduces the maximum incremental credit facility amount to a fixed amount of $200 million and eliminates the ratio-based amount and (iii) provides the Company with an additional 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 September 30, 2024. Until all required financial statements have been delivered and the Company elects to terminate such additional relief period, the Second Amendment (i) includes a minimum liquidity covenant applicable to the Company during such relief period (reduced from $450 million to $350 million), and (ii) applies the highest pricing category in the leveraged-based pricing grid in the Credit Agreement during the relief period. The Second Amendment also continues to permit the Company to use management projected financial statements for purposes of financial testing. The foregoing summary of the Second Amendment is qualified in its entirety by the terms and conditions of the Second Amendment, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
As of the date of this report, the Company had approximately $400 million of available borrowing capacity, net of outstanding letters of credit, under the revolving loan available under the Credit Agreement.
| Item 2.03 | Creation of a Director Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information relating to the Second Amendment set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit |
Exhibit Description | |
| 10.1 | Second Amendment, dated as of January 31, 2024, to the Third Amended and Restated Credit Agreement, dated as of April 29, 2022, among Veradigm Inc. (f/k/a Allscripts Healthcare Solutions, Inc.), Veradigm LLC (f/k/a Allscripts Healthcare, LLC), the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
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.
| VERADIGM INC. | ||||||
| Date: January 31, 2024 | By: | /s/ Eric Jacobson | ||||
| Eric Jacobson | ||||||
| Senior Vice President, Deputy General Counsel and Corporate Secretary | ||||||