June 13, 2013
/PRNewswire/ -- Allscripts Healthcare Solutions, Inc. (NASDAQ: MDRX) ("Allscripts") today announced that it has priced and agreed to sell to initial purchasers in a private offering $300 million aggregate principal amount of its Cash Convertible Senior Notes due 2020 (the "notes"). Allscripts has also granted the initial purchasers of the notes an option to purchase up to an additional $45 million aggregate principal amount of the notes. The notes are being offered only to qualified institutional buyers (as defined in the Securities Act of 1933, as amended (the "Securities Act")), pursuant to Rule 144A under the Securities Act.
The notes are unsecured and bear interest at a rate of 1.25% per year, payable semiannually on January 1 and July 1 of each year, commencing on January 1, 2014. The notes will be convertible at the option of the holders into solely cash in certain circumstances and during certain periods. The notes will not be convertible into Allscripts' common stock or any other securities under any circumstances. Allscripts will not have the right to redeem the notes prior to maturity. The notes will mature on July 1, 2020, unless earlier repurchased or converted into cash in accordance with their terms prior to such date. The conversion rate for the notes will initially be 58.1869 shares of Allscripts' common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately
.19 per share of Allscripts' common stock. The initial conversion price of the notes represents a premium of approximately 30% to the $13.22 per share last reported sale price of Allscripts' common stock on June 12, 2013. The offering of the notes is expected to close on June 18, 2013, subject to customary closing conditions.
Allscripts expects to use the net proceeds from the offering to pay the cost of the cash convertible note hedge transactions described below (after such cost is partially offset by the proceeds to Allscripts from the warrant transactions). Allscripts intends to use substantially all of the remainder of the net proceeds from the offering in order to repay a portion of its outstanding indebtedness.