Initial purchasers of the notes have been granted 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 $45M principal amount of notes.
The notes will be senior, unsecured obligations of NextGen (NXGN) and will accrue interest at a rate of 3.75% per annum, payable semi-annually in arrears on May 15 and Nov 15 of each year, beginning on May 15, 2023.
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, at an initial conversion rate of ~$25.68/share of common stock.
Net proceeds from the offering will be ~$222.8M (or ~$266.6M if the initial purchasers fully exercise their option to purchase additional notes). Approximately $40M of the net proceeds will be used to repurchase 2,103,049 shares of common stock concurrently with the notes offering in privately negotiated transactions effected through one of the initial purchasers of the notes or its affiliate. Remaining proceeds will be used for general corporate purposes.