Tabula Rasa HealthCare, Inc.: M&A transaction — Tabula Rasa HealthCare closes $10.50/share merger with ExactCare, going private

a term loan facility in an aggregate principal amount of $275 million, maturing on the sixth anniversary of the Closing Date

a revolving credit facility in an aggregate committed principal amount of $30 million, including both a letter of credit sub facility and a swingline loan sub facility, maturing on the sixth anniversary of the Closing Date

elected John Figueroa, Christopher Corey and Joseph Anderson to serve as directors of the Company

Effective upon the consummation of the Merger, each of Brian W. Adams, Dr. Samira Beckwith, Dr. Dennis Helling, Ronald Mitchell, Kathrine O’Brien, Michael Purcell, Derek C. Schrier, Jonathan D. Schwartz and RADM Pamela Schweitzer resigned from the Board of Directors of the Company

elected John Figueroa, Christopher Corey and Joseph Anderson to serve as directors of the Company

elected John Figueroa, Christopher Corey and Joseph Anderson to serve as directors of the Company

Effective upon the consummation of the Merger, each of Brian W. Adams, Dr. Samira Beckwith, Dr. Dennis Helling, Ronald Mitchell, Kathrine O’Brien, Michael Purcell, Derek C. Schrier, Jonathan D. Schwartz and RADM Pamela Schweitzer resigned from the Board of Directors of the Company

Effective upon the consummation of the Merger, each of Brian W. Adams, Dr. Samira Beckwith, Dr. Dennis Helling, Ronald Mitchell, Kathrine O’Brien, Michael Purcell, Derek C. Schrier, Jonathan D. Schwartz and RADM Pamela Schweitzer resigned from the Board of Directors of the Company

Effective upon the consummation of the Merger, each of Brian W. Adams, Dr. Samira Beckwith, Dr. Dennis Helling, Ronald Mitchell, Kathrine O’Brien, Michael Purcell, Derek C. Schrier, Jonathan D. Schwartz and RADM Pamela Schweitzer resigned from the Board of Directors of the Company

Effective upon the consummation of the Merger, each of Brian W. Adams, Dr. Samira Beckwith, Dr. Dennis Helling, Ronald Mitchell, Kathrine O’Brien, Michael Purcell, Derek C. Schrier, Jonathan D. Schwartz and RADM Pamela Schweitzer resigned from the Board of Directors of the Company

Effective upon the consummation of the Merger, each of Brian W. Adams, Dr. Samira Beckwith, Dr. Dennis Helling, Ronald Mitchell, Kathrine O’Brien, Michael Purcell, Derek C. Schrier, Jonathan D. Schwartz and RADM Pamela Schweitzer resigned from the Board of Directors of the Company

Effective upon the consummation of the Merger, each of Brian W. Adams, Dr. Samira Beckwith, Dr. Dennis Helling, Ronald Mitchell, Kathrine O’Brien, Michael Purcell, Derek C. Schrier, Jonathan D. Schwartz and RADM Pamela Schweitzer resigned from the Board of Directors of the Company

Effective upon the consummation of the Merger, each of Brian W. Adams, Dr. Samira Beckwith, Dr. Dennis Helling, Ronald Mitchell, Kathrine O’Brien, Michael Purcell, Derek C. Schrier, Jonathan D. Schwartz and RADM Pamela Schweitzer resigned from the Board of Directors of the Company

Effective upon the consummation of the Merger, each of Brian W. Adams, Dr. Samira Beckwith, Dr. Dennis Helling, Ronald Mitchell, Kathrine O’Brien, Michael Purcell, Derek C. Schrier, Jonathan D. Schwartz and RADM Pamela Schweitzer resigned from the Board of Directors of the Company

bylaws of the Company were each amended and restated in their entirety

reference in respect of a holder’s conversion rights to a share of Company Common Stock in the Indenture will be deemed a reference to a right to receive a cash amount equal to $10.50. Credit Agreement In addition, on the Closing Date, affiliates of Parent entered into the Credit Agreement (the “ Credit Agreement ”) by and among CPRx Intermediate Holdings,

the Company and the 2026 Option Counterparties agreed to terminate all outstanding 2026 Convertible Note Hedge Transactions and 2026 Warrant Transactions effective as of the Closing Date, resulting in a de minimis payment to the Company.

on the Closing Date, the Company and U.S. Bank Trust Company, National Association (as successor-in-interest to U.S. Bank National Association), as trustee (the “ Trustee ”), entered into the supplemental indenture (the “ Supplemental Indenture ”) to the indenture, dated as of February 12, 2019, between the Company and the Trustee (the “ Indenture ”) governing the Company’s 1.75% Convertible Senior Subordinated Notes due 2026 (the “ 2026 Convertible Notes ”).

on the Closing Date, affiliates of Parent entered into the Credit Agreement (the “ Credit Agreement ”) by and among CPRx Intermediate Holdings, LLC, as a guarantor, CPRx Parent Holdings, LLC, as a guarantor, ExactCare Parent, Inc., as administrative borrower, CPRX Midco, Inc., as a borrower, the subsidiary guarantors party thereto from time to time, the lenders party thereto from time to time, the L/C issuers party thereto from time to time, Midcap Financial Trust, as administrative agent, L/C issuer and swing line lender, governing the senior secured credit facilities, which include (i) a term loan facility in an aggregate principal amount of $275 million, maturing on the sixth anniversary of the Closing Date and (ii) a revolving credit facility in an aggregate committed principal amount of $30 million, including both a letter of credit sub facility and a swingline loan sub facility, maturing on the sixth anniversary of the Closing Date.