--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-051496" form_type: "8-K" ticker: null cik: "0001651561" company_name: "Tabula Rasa HealthCare, Inc." filed_at: "2023-11-06T23:59:59+00:00" generated_at: "2026-06-08T21:03:46.471352+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Tabula Rasa HealthCare closes $10.50/share merger with ExactCare, going private ## Summary - Merger completed Nov 3; shareholders receive $10.50 per share in cash. - Board resigned; John Figueroa named CEO of combined company. - 2026 convertible notes conversion value set at ~$150.11 per $1,000 principal. - Combined company serves over 100,000 beneficiaries across PACE, Medicare, Medicaid. - TRHC common stock to be delisted from Nasdaq; Form 25 filed Nov 3. ## SEC filing metadata - accession: 0001140361-23-051496 - form_type: 8-K - cik: 0001651561 - company_name: Tabula Rasa HealthCare, Inc. - filed_at: 2023-11-06T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 2.04, 3.01, 3.03, 5.01, 5.03, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/ef20014067_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-051496 - JSON: https://secwatch.observer/filing/0001140361-23-051496.json - Plain text: https://secwatch.observer/filing/0001140361-23-051496.txt ## Key facts - Debt Financings Tabula Rasa HealthCare, Inc. incurred term loan of $275 million with Midcap Financial Trust maturing sixth anniversary of the Closing Date. - Instrument: term loan - Principal: $275 million - Counterparty: Midcap Financial Trust - Maturity: sixth anniversary of the Closing Date - Event: incurrence source text: a term loan facility in an aggregate principal amount of $275 million, maturing on the sixth anniversary of the Closing Date evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Debt Financings Tabula Rasa HealthCare, Inc. incurred revolving credit of $30 million with Midcap Financial Trust maturing sixth anniversary of the Closing Date. - Instrument: revolving credit - Principal: $30 million - Counterparty: Midcap Financial Trust - Maturity: sixth anniversary of the Closing Date - Event: incurrence source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Executive change Joseph Anderson was elected as Director at Tabula Rasa HealthCare, Inc.. - Action: elected - Role: Director source text: elected John Figueroa, Christopher Corey and Joseph Anderson to serve as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Executive change Derek C. Schrier resigned as Director at Tabula Rasa HealthCare, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Executive change John Figueroa was elected as Director at Tabula Rasa HealthCare, Inc.. - Action: elected - Role: Director source text: elected John Figueroa, Christopher Corey and Joseph Anderson to serve as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Executive change Christopher Corey was elected as Director at Tabula Rasa HealthCare, Inc.. - Action: elected - Role: Director source text: elected John Figueroa, Christopher Corey and Joseph Anderson to serve as directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Executive change Michael Purcell resigned as Director at Tabula Rasa HealthCare, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Executive change Dr. Samira Beckwith resigned as Director at Tabula Rasa HealthCare, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Executive change RADM Pamela Schweitzer resigned as Director at Tabula Rasa HealthCare, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Executive change Brian W. Adams resigned as Director at Tabula Rasa HealthCare, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Executive change Kathrine O’Brien resigned as Director at Tabula Rasa HealthCare, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Executive change Ronald Mitchell resigned as Director at Tabula Rasa HealthCare, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Executive change Jonathan D. Schwartz resigned as Director at Tabula Rasa HealthCare, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Executive change Dr. Dennis Helling resigned as Director at Tabula Rasa HealthCare, Inc.. - Action: resigned - Role: Director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Governance Changes Tabula Rasa HealthCare, Inc.: Bylaws amended and restated in connection with the Merger (effective 2023-11-03). - Change: bylaw amendment - Effective: 2023-11-03 source text: bylaws of the Company were each amended and restated in their entirety evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - M&A Transactions Tabula Rasa HealthCare, Inc. underwent a change of control involving Locke Buyer, LLC for $10.50 per share (closed 2023-11-03). - Action: change of control - Counterparty: Locke Buyer, LLC - Consideration: $10.50 per share - Closing: 2023-11-03 source text: 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, evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Material Agreements Tabula Rasa HealthCare, Inc. terminated 2026 Convertible Note Hedge Transactions and 2026 Warrant Transactions with Bank of America, N.A. and Citibank, N.A.. - Action: termination - Counterparty: Bank of America, N.A. and Citibank, N.A. source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Material Agreements Tabula Rasa HealthCare, Inc. entered into Supplemental Indenture with U.S. Bank Trust Company, National Association. - Action: entry - Agreement: notes offering - Counterparty: U.S. Bank Trust Company, National Association source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm - Material Agreements Tabula Rasa HealthCare, Inc. entered into Credit Agreement with Midcap Financial Trust, as administrative agent, and the lenders party thereto valued at $275 million term loan facility and $30 million revolving credit facility. - Action: entry - Agreement: credit facility - Counterparty: Midcap Financial Trust, as administrative agent, and the lenders party thereto - Value: $275 million term loan facility and $30 million revolving credit facility source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1651561/000114036123051496/0001140361-23-051496-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.