Thoma Bravo Discover Fund IV, managed by Thoma Bravo, L.P. entered into a definitive agreement to acquire NextGen Healthcare, Inc. (NasdaqGS:NXGN) from shareholders for $1.7 billion on September 5, 2023. Under the terms of the agreement, NextGen Healthcare shareholders will receive $23.95 per share in cash. The per share purchase price represents a 46.4% premium to the Company?s unaffected closing stock price on August 22 (the last trading day prior to published market speculation regarding a potential transaction involving the Company) and a 39.2% premium to the 30-day volume-weighted average price for the period ending September 1. Upon completion of the transaction, NextGen Healthcare will become a privately held company. Upon completion of the transaction, NextGen Healthcare?s common stock will no longer be listed on any public stock exchange. In connection with a termination of the Merger Agreement under specified circumstances, including due to a change in the Company Board Recommendation, the entry by the Company into a definitive agreement with respect to a Superior Proposal, or certain other triggering events set forth in the Merger Agreement, the Company may be required to pay Parent a termination fee of $41,179,000.00. In addition, in connection with a termination of the Merger Agreement under specified circumstances, including due to a uncured materials breach of the Merger Agreement by Parent, or the failure of Parent and Merger Sub to close the Merger following the satisfaction or waiver of all of the closing conditions to the Merger (other than those conditions that by their nature are to be satisfied as of immediately prior to the Effective Time, but subject to such conditions being able to be satisfied or waived at or prior to the Effective Time), Parent may be required to pay the Company a termination fee of $98,829,000.00.

The transaction, which was approved unanimously by the NextGen Healthcare Board of Directors, is expected to close in the fourth calendar quarter of 2023, subject to customary closing conditions, including approval by NextGen Healthcare shareholders and the receipt of required regulatory approvals. The transaction is not subject to a financing condition. As per filling on October 20, 2023, The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended in connection with the Merger expired at 11:59 p.m. Eastern Time on October 19, 2023. As per filling on November 7, 2023, NextGen Healthcare stakeholder approve the transaction.

Morgan Stanley & Co. LLC is acting as financial advisor and fairness opinion provider to NextGen Healthcare, and Michael Treska, Darren Guttenberg, Holly Bauer, Laura Szarmach, Sam Weiner, Josh Holian, Britton Davis, David Kuiper, Jason Bosworth, Nathan Whitaker, Betty Pang and Heather Deixler of Latham & Watkins LLP is acting as legal advisor to NextGen Healthcare. William Blair & Company is acting as financial advisor to Thoma Bravo, and David E. Johanson, Joshua M. Zachariah, James Ding, Deborah S. Birnbach, James A. Matarese, Folake Ayoola, Dylan S. Brown, Elizabeth L. Jordan, Andrew Lacy, Elliot Silver, Kelsey Lemaster, Andy Barton, Eric D. Roth, Philip B. Baldwin, Joel E. Lehrer, Jacob R. Osborn, Jacqueline Klosek, L. Judson Welle, Nathan J. Brodeur, Katrina Solomatina, James P.C. Barri, Liza Craig, Jonathan Ishee, Allison DeLaurentis, Miranda Hooker, Abhishek Krishnan and Ananth Lakshman of Goodwin Procter LLP is acting as legal advisor to Thoma Bravo. Ann Beth Stebbins of Skadden, Arps, Slate, Meagher & Flom LLP represented Morgan Stanley & Co. LLC as financial advisor to NextGen Healthcare, Inc. NextGen will pay Morgan Stanley an aggregate fee of approximately $29 million, approximately $5 million of which was earned following delivery of the opinion. MacKenzie Partners, Inc. is acting as proxy solicitation agent for NextGen Healthcare for a fee of approximately $20,000. Computershare Trust Company, National Association is the transfer agent for shares of NextGen Healthcare.

Thoma Bravo Discover Fund IV, managed by Thoma Bravo, L.P. completed the acquisition of NextGen Healthcare, Inc. (NasdaqGS:NXGN) from shareholders on November 9, 2023. Oak Hill Advisors served as a Lead Arranger for the acquisition financing to support Thomas Bravo in the transaction, the transaction was financed with a unitranche term loan and revolving credit facility.