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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/09/17 Allscripts Healthcare Soluti… Inc 10-Q 9/30/17 87:15M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 1.09M
2: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 40K
Liquidation or Succession
3: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 26K
12: R1 Document and Entity Information HTML 45K
13: R2 Consolidated Balance Sheets (Unaudited) HTML 145K
14: R3 Consolidated Balance Sheets (Unaudited) HTML 48K
(Parenthetical)
15: R4 Consolidated Statements of Operations (Unaudited) HTML 94K
16: R5 Consolidated Statements of Comprehensive Income HTML 57K
(Loss) (Unaudited)
17: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 124K
18: R7 Basis of Presentation and Significant Accounting HTML 48K
Policies
19: R8 Business Combinations HTML 167K
20: R9 Fair Value Measurements and Long-term Investments HTML 154K
21: R10 Stockholders' Equity HTML 188K
22: R11 Earnings (Loss) Per Share HTML 187K
23: R12 Goodwill and Intangible Assets HTML 188K
24: R13 Asset and Long-term Investment Impairment Charges HTML 49K
25: R14 Debt HTML 307K
26: R15 Income Taxes HTML 59K
27: R16 Derivative Financial Instruments HTML 205K
28: R17 Other Comprehensive Income HTML 367K
29: R18 Contingencies HTML 31K
30: R19 Business Segments HTML 168K
31: R20 Supplemental Disclosures HTML 69K
32: R21 Subsequent Events HTML 28K
33: R22 Basis of Presentation and Significant Accounting HTML 58K
Policies (Policies)
34: R23 Business Combinations (Tables) HTML 160K
35: R24 Fair Value Measurements and Long-term Investments HTML 146K
(Tables)
36: R25 Stockholders' Equity (Tables) HTML 184K
37: R26 Earnings (Loss) Per Share (Tables) HTML 189K
38: R27 Goodwill and Intangible Assets (Tables) HTML 187K
39: R28 Asset and Long-term Investment Impairment Charges HTML 47K
(Tables)
40: R29 Debt (Tables) HTML 311K
41: R30 Income Taxes (Tables) HTML 53K
42: R31 Derivative Financial Instruments (Tables) HTML 204K
43: R32 Other Comprehensive Income (Tables) HTML 369K
44: R33 Business Segments (Tables) HTML 163K
45: R34 Supplemental Disclosures (Tables) HTML 68K
46: R35 Basis of Presentation and Significant Accounting HTML 28K
Policies - Additional Information (Detail)
47: R36 Business Combinations - Additional Information HTML 121K
(Detail)
48: R37 Schedule of Consideration Transaction (Detail) HTML 35K
49: R38 Assets Acquired and Liabilities Assumed (Detail) HTML 53K
50: R39 Acquired Intangible Assets Amortization (Detail) HTML 40K
51: R40 Pro forma Results (Detail) HTML 42K
52: R41 Summary of Financial Assets and Liabilities HTML 62K
Measured at Fair Value on Recurring Basis (Detail)
53: R42 Summary of Long-term Equity Investments Included HTML 45K
in Other Assets (Detail)
54: R43 Fair Value Measurements and Long-term Investments HTML 46K
- Additional Information (Detail)
55: R44 Stockholders' Equity - Additional Information HTML 62K
(Detail)
56: R45 Stock-Based Compensation Expense (Benefit) HTML 51K
(Detail)
57: R46 Stock-Based Awards Granted (Detail) HTML 38K
58: R47 Calculations of Earnings (Loss) Per Share (Detail) HTML 55K
59: R48 Anti-Dilutive Stock Options, Restricted Stock Unit HTML 27K
Awards and Warrants Excluded from Computation of
Diluted Earnings (Loss) Per Share (Detail)
60: R49 Goodwill and Intangible Assets (Detail) HTML 44K
61: R50 Changes in Carrying Amount of Goodwill (Detail) HTML 47K
62: R51 Goodwill and Intangible Assets - Additional HTML 34K
Information (Detail)
63: R52 Asset and Long-term Investment Impairment Charges HTML 29K
(Detail)
64: R53 Asset and Long-term Investment Impairment Charges HTML 39K
- Additional Information (Detail)
65: R54 Debt Outstanding Excluding Capital Leases (Detail) HTML 63K
66: R55 Interest Expense (Detail) HTML 40K
67: R56 Interest Expense Related to 1.25% Notes (Detail) HTML 33K
68: R57 Debt - Additional Information (Detail) HTML 77K
69: R58 Summary of Future Debt Payment Obligations HTML 71K
(Detail)
70: R59 Summary of Future Debt Payment Obligations HTML 28K
(Parenthetical) (Detail)
71: R60 Effective Tax Rates (Detail) HTML 34K
72: R61 Income Taxes - Additional Information (Detail) HTML 50K
73: R62 Fair Value and Balance Sheet Locations - (Detail) HTML 47K
74: R63 Derivative Financial Instruments - Additional HTML 60K
Information (Detail)
75: R64 Derivatives Instruments Designated as Cash Flow HTML 40K
Hedges - (Detail)
76: R65 Net Impact of Changes in Fair Value of Call Option HTML 32K
and Embedded Cash Conversion Option - (Detail)
77: R66 Components of Accumulated Other Comprehensive Loss HTML 55K
(Detail)
78: R67 Components of Accumulated Other Comprehensive Loss HTML 31K
(Parenthetical) (Detail)
79: R68 Income Tax Effects Related to Components of Other HTML 109K
Comprehensive Income (Loss) (Detail)
80: R69 Business Segments - Additional Information HTML 30K
(Detail)
81: R70 Revenues and Income from Operations Related to HTML 45K
Segment Within Reconciliation to Consolidated
Amounts (Detail)
82: R71 Supplemental Disclosures - Additional Information HTML 27K
(Detail)
83: R72 Summary of Reconciliation of Cash and Cash HTML 55K
Equivalent, Restricted Cash and Supplemental
Non-Cash Information (Detail)
84: R73 Subsequent Events - Additional Information HTML 31K
(Detail)
86: XML IDEA XML File -- Filing Summary XML 160K
85: EXCEL IDEA Workbook of Financial Reports XLSX 93K
6: EX-101.INS XBRL Instance -- mdrx-20170930 XML 4.96M
8: EX-101.CAL XBRL Calculations -- mdrx-20170930_cal XML 251K
9: EX-101.DEF XBRL Definitions -- mdrx-20170930_def XML 696K
10: EX-101.LAB XBRL Labels -- mdrx-20170930_lab XML 1.24M
11: EX-101.PRE XBRL Presentations -- mdrx-20170930_pre XML 1.06M
7: EX-101.SCH XBRL Schema -- mdrx-20170930 XSD 176K
87: ZIP XBRL Zipped Folder -- 0001564590-17-023001-xbrl Zip 226K
Exhibit 2.3
AMENDMENT NO. 1 TO
PURCHASE AGREEMENT
This Amendment No. 1 to Purchase Agreement (this “Amendment”) is entered into as of October 2, 2017 by and between McKesson Corporation, a Delaware corporation (“MCK”) and Allscripts Healthcare, LLC, a North Carolina limited liability company (“Purchaser”). Each of MCK and Purchaser, a “Party” hereto and, together, the “Parties” hereto.
RECITALS
WHEREAS, MCK and Purchaser have entered into that certain Purchase Agreement, dated as of August 1, 2017 (the “Agreement”), relating to the purchase by Purchaser of the EIS Business (as defined in the Agreement);
WHEREAS, capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Agreement; and
WHEREAS, each of the Parties desires to amend the Agreement as set forth herein.
AGREEMENT
NOW THEREFORE, in consideration of the mutual agreements and covenants set forth below, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
A.Amendment of the Agreement. The Agreement is hereby amended as follows:
(1)Section 1.2(e) and Section 1.2(f) of the Agreement, and the definition of “Purchaser Target Adjustments” in Annex A-1 of the Agreement, are hereby deleted in their entirety.
(2)Section 5.3(a) of the Agreement is hereby amended to read in its entirety as follows:
Purchaser will, for the period of twelve (12) months following the Closing Date, provide (i) each EIS Employee (other than an Inactive EIS Employee) who continues employment with Purchaser or an Affiliate of Purchaser (including the U.S. Acquired Company) following the Closing Date and (ii) each Inactive EIS Employee who becomes an employee of Purchaser or an Affiliate of Purchaser (including the U.S. Acquired Company) pursuant to this Section 5.3(a) (each of (i) and (ii), a “Continuing Employee”), with (A) a base salary or base wage rate (as applicable), (B) a target cash bonus opportunity, (C) severance benefits and (D) employee benefits which are substantially comparable in the aggregate to those made available to such Continuing Employee as of immediately prior to the Closing. Effective no
later than the day immediately preceding the Closing Date, the employment of each Inactive EIS Employee shall be transferred to Seller Parent or one of its Affiliates (other than one of the Acquired Companies). Upon the Closing, the Acquired Companies shall not employ any Inactive EIS Employees. Purchaser shall, or shall cause an Affiliate of Purchaser (including the U.S. Acquired Company) to offer employment to each Inactive EIS Employee on terms and conditions consistent with this Section 5.3 when such Inactive EIS Employee presents himself or herself to Seller Parent or one of its Affiliates for active employment and Seller Parent provides written notice to Purchaser, so long as such return occurs on or prior to the expiration of such Inactive EIS Employee’s leave of absence. Purchaser shall reimburse and indemnify Seller Parent and its Affiliates for all wage and fixed employment costs associated with such Inactive EIS Employee’s employment (excluding, for the avoidance of doubt, claims incurred and processed under McKesson’s health benefit plans) with, and in accordance with McKesson Leave of Absence policies, or termination of employment from, Seller Parent and its Affiliates during such period following the Closing Date through the earlier of (i) such Inactive EIS Employee’s commencement of employment with Purchaser or one of its Affiliates and (ii) the expiration of such Inactive EIS Employee’s leave of absence, which is in effect immediately prior to the Closing.
(3)Section 5.3(b) of the Agreement is hereby amended to read in its entirety as follows:
After the Closing (or, with respect to Inactive EIS Employees, such later date as such Inactive EIS Employee becomes a Continuing Employee in accordance with Section 5.3(a)), (i) EIS Employees will no longer be eligible to receive coverage or benefits under any Seller Employee Plan and each EIS Employee will cease participation in each Seller Employee Plan on the Closing Date (or, with respect to Inactive EIS Employees, such later date as such Inactive EIS Employee becomes a Continuing Employee in accordance with Section 5.3(a)), except as otherwise set forth in such Seller Employee Plan with respect to employees whose service with Seller Group or the Acquired Companies has terminated and (ii) any EIS Employee or other employee of the Seller Group or the Acquired Companies who is not a Continuing Employee will cease participation in the Acquired Company Employee Plans on the Closing Date, except as otherwise set forth in such Acquired Company Employee Plan with respect to employees whose service with Seller Group or the Acquired Companies has terminated.
(4)The following clause (g) is hereby added at the end of Section 5.3:
(g) Seller Parent has caused or promptly after Closing shall cause the MIP Liabilities and any salaries or wages, in each case accrued as of the Closing, in respect of certain EIS Employees to be paid to the applicable EIS Employees
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through Seller Parent’s payroll provider and such MIP Liabilities, salaries and wages shall not be a Liability of Purchaser and there shall be no outstanding MIP Liabilities, salaries or wages with respect to EIS Employees following the payment contemplated under this Section 5.3(g).
(5)Annex A-3 of the Agreement is hereby amended and restated and replaced in its entirety with the Annex A-3 attached to this Amendment as Exhibit 1.
(6)The following definitions are hereby added to Annex 1 of the Agreement in the appropriate alphabetical location:
“Inactive EIS Employee” means any EIS Employee who, immediately preceding the Closing Date, is on a leave of absence (including, for the avoidance of doubt, such EIS Employees who are not actively at work and are receiving or are eligible to receive short-term or long-term disability, paid parental leave, or military leave benefits but not including an employee on vacation, bereavement, jury duty or other short-term leave that does not impact his or her status as an active employee).
“MIP” means the McKesson Corporation Management Incentive Plan.
(7) The following definitions in Annex A-1 of the Agreement are hereby amended to read in their entirety as follows:
“Current Liabilities” means the: (i) Accounts Payable, (ii) fifty (50%) of all current and non-current Liabilities for collected deferred revenue, and (iii) all other current liabilities of the Acquired Companies (including uncollected current deferred revenue calculated pursuant to Annex A-3), in each case determined in accordance with the accounting methodologies used in the Financial Information and Annex A-3. Notwithstanding the foregoing, “Current Liabilities” will not include Indebtedness, the Assumed Retention Bonuses, Severance Obligations, any Seller Transaction Expenses, any Tax liabilities, any MIP Liabilities or any accrued salaries or wages.
“Target Net Working Capital” means negative Net Working Capital of $47,521,430.01.
B.Authority. Each Party represents and warrants that it has all requisite corporate or limited liability company, as applicable, power and authority to execute and deliver this Amendment and to perform its obligations hereunder; and the execution, delivery and performance of this Amendment has been duly authorized by all necessary corporate or limited liability company, as applicable, action.
C.Ratification. The Agreement, as amended hereby, is ratified and confirmed and remains in full force and effect.
D.Entire Agreement. This Amendment (including the Exhibit hereto), the Agreement (as amended hereby), and the other Transaction Documents constitute the entire
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agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior and contemporaneous agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof and thereof.
E.Governing Law; Dispute Resolution; Waiver of Jury Trial. The provisions of Article X of the Agreement (other than the first sentence of Section 10.01) are hereby incorporated by reference into this Amendment, mutatis mutandis.
[Signatures Follow]
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IN WITNESS WHEREOF, each of the Parties has caused this Amendment to be duly executed and delivered in its name and on its behalf, all as of the day and year first written above.
MCKESSON CORPORATION
By:/s/ John Saia _______________________
Name: John Saia
Title: Corporate Secretary
ALLSCRIPTS HEALTHCARE, LLC
By:/s/ Rick Poulton ____________________
Name: Rick Poulton
Title: President
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/9/17 | 8-K/A | ||
| 10/2/17 | 8-K, 8-K/A | |||
| For Period end: | 9/30/17 | |||
| 8/1/17 | 8-K | |||
| List all Filings | ||||
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