Veradigm : Material Event - Form 8-K

As previously disclosed, The Nasdaq Stock Market LLC ("Nasdaq") has suspended the trading of the common stock, par value $0.01 per share ("Common Stock"), of Veradigm Inc. (the "Company") effective February 29, 2024 (the "Delisting Event").

Pursuant to the Indenture, dated as of December 9, 2019 (as supplemented on February 5, 2024, the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, successor in interest to U.S. Bank National Association, as trustee, relating to the Company's 0.875% Convertible Senior Notes due 2027 (the "Notes"), the Delisting Event constituted a Fundamental Change (as defined in the Indenture).

On March 14, 2024, the Company delivered a Fundamental Change Company Notice (as defined in the Indenture) to the holders of the Notes ("Noteholders") providing that the Noteholders may exercise repurchase rights to require the Company to repurchase such Noteholders' Notes on April 5, 2024.

On April 10, 2024, the Company reported that no Noteholders elected to exercise such repurchase rights. Accordingly, all of the Notes remain outstanding.

In connection with the foregoing, each of the privately negotiated capped call arrangements, previously entered into by and between the Company and each of JPMorgan Chase Bank, National Association, New York Branch, Wells Fargo Bank, National Association, Bank of America, N.A. and Deutsche Bank AG, London Branch in connection with the Notes, have been terminated, and, as part of such termination, the Company received an aggregate of approximately 912,000 shares of Common Stock. As of April 9, 2024, the Company had 107,639,978 shares of Common Stock outstanding.