NextGen Healthcare Prices Upsized $230.0 Million Convertible Senior Notes Offering
October 28 2022 - 6:30AM
Business Wire
NextGen Healthcare, Inc. (Nasdaq: NXGN), a leading provider of
innovative, cloud-based healthcare technology solutions, today
announced the pricing of its offering of $230,000,000 aggregate
principal amount of 3.75% convertible senior notes due 2027 (the
“notes”) in a private offering to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Securities Act”). The offering size was increased from the
previously announced offering size of $200,000,000 aggregate
principal amount of notes. The issuance and sale of the notes are
scheduled to settle on November 1, 2022, subject to customary
closing conditions. NextGen Healthcare also granted the initial
purchasers of the notes an option to purchase, for settlement
within a period of 13 days from, and including, the date the notes
are first issued, up to an additional $45,000,000 principal amount
of notes.
The notes will be senior, unsecured obligations of NextGen
Healthcare and will accrue interest at a rate of 3.75% per annum,
payable semi-annually in arrears on May 15 and November 15 of each
year, beginning on May 15, 2023. The notes will mature on November
15, 2027, unless earlier repurchased, redeemed or converted. Before
August 16, 2027, noteholders will have the right to convert their
notes only upon the occurrence of certain events. From and after
August 16, 2027, noteholders may convert their notes at any time at
their election until the close of business on the second scheduled
trading day immediately before the maturity date. NextGen
Healthcare will have the right to elect to settle conversions
either entirely in cash or in a combination of cash and shares of
its common stock. However, upon conversion of any notes, the
conversion value, which will be determined over a period of
multiple trading days, will be paid in cash up to at least the
principal amount of the notes being converted. The initial
conversion rate is 38.9454 shares of common stock per $1,000
principal amount of notes, which represents an initial conversion
price of approximately $25.68 per share of common stock. The
initial conversion price represents a premium of approximately
35.0% over the last reported sale price of $19.02 per share of
NextGen Healthcare’s common stock on October 27, 2022. The
conversion rate and conversion price will be subject to adjustment
upon the occurrence of certain events.
The notes will be redeemable, in whole or in part (subject to
certain limitations), for cash at NextGen Healthcare’s option at
any time, and from time to time, on or after November 20, 2025, and
before the 61st scheduled trading day immediately before the
maturity date, but only if the last reported sale price per share
of NextGen Healthcare’s common stock exceeds 130% of the conversion
price for a specified period of time. The redemption price will be
equal to the principal amount of the notes to be redeemed, plus
accrued and unpaid interest, if any, to, but excluding, the
redemption date.
If a “fundamental change” (as defined in the indenture for the
notes) occurs, then, subject to a limited exception, noteholders
may require NextGen Healthcare to repurchase their notes for cash.
The repurchase price will be equal to the principal amount of the
notes to be repurchased, plus accrued and unpaid interest, if any,
to, but excluding, the applicable repurchase date.
NextGen Healthcare estimates that the net proceeds from the
offering will be approximately $222.8 million (or approximately
$266.6 million if the initial purchasers fully exercise their
option to purchase additional notes), after deducting the initial
purchasers’ discounts and commissions and estimated offering
expenses. NextGen Healthcare expects to use approximately $40.0
million of the net proceeds to repurchase 2,103,049 shares of its
common stock concurrently with the notes offering in privately
negotiated transactions effected through one of the initial
purchasers of the notes or its affiliate. NextGen Healthcare
intends to use the remainder of the net proceeds for general
corporate purposes. The concurrent repurchases of shares of NextGen
Healthcare’s common stock described above may result in the common
stock trading at prices that are higher than would be the case in
the absence of these repurchases.
The offer and sale of the notes and any shares of common stock
issuable upon conversion of the notes have not been, and will not
be, registered under the Securities Act or any other securities
laws, and the notes and any such shares cannot be offered or sold
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
any other applicable securities laws. This press release does not
constitute an offer to sell, or the solicitation of an offer to
buy, the notes or any shares of common stock issuable upon
conversion of the notes, nor will there be any sale of the notes or
any such shares, in any state or other jurisdiction in which such
offer, sale or solicitation would be unlawful.
About NextGen Healthcare
NextGen Healthcare is a leading provider of innovative
healthcare technology solutions. NextGen Healthcare is reimagining
ambulatory healthcare with award-winning solutions that enable
high-performing practices to create healthier communities. NextGen
Healthcare partners with medical, behavioral and dental providers
in their journey toward whole-person health and value-based care.
NextGen Healthcare’s highly integrated, intelligent and
interoperable solutions go beyond EHR and Practice Management to
increase clinical quality and productivity, enrich the patient
experience and drive superior financial performance. NextGen
Healthcare is on a quest to achieve better healthcare outcomes for
all.
Forward-Looking Statements
This press release includes forward-looking statements,
including statements regarding the completion of the offering and
the expected amount and intended use of the net proceeds.
Forward-looking statements represent NextGen Healthcare’s current
expectations regarding future events and are subject to known and
unknown risks and uncertainties that could cause actual results to
differ materially from those implied by the forward-looking
statements. Among those risks and uncertainties are market
conditions, the satisfaction of the closing conditions related to
the offering and risks relating to NextGen Healthcare’s business,
including those described in periodic reports that NextGen
Healthcare files from time to time with the SEC. NextGen Healthcare
may not consummate the offering described in this press release
and, if the offering is consummated, cannot provide any assurances
regarding its ability to effectively apply the net proceeds as
described above. The forward-looking statements included in this
press release speak only as of the date of this press release, and
NextGen Healthcare does not undertake to update the statements
included in this press release for subsequent developments, except
as may be required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20221027006211/en/
Media Contact: Tami Andrade (949) 517-2380
tandrade@nextgen.com
Investor Relations Contact: James Hammerschmidt (949)
237-6112 jhammerschmidt@nextgen.com
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