---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-274104"
form_type: "8-K"
ticker: null
cik: "0000708818"
company_name: "NEXTGEN HEALTHCARE, INC."
filed_at: "2023-11-09T23:59:59+00:00"
generated_at: "2026-06-08T08:04:54.665539+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# NextGen acquired by Next Holdco for $23.95/share; stock to be delisted

## Summary
- Merger completed Nov 9, 2023; NextGen shareholders receive $23.95 per share in cash.
- NextGen common stock to be delisted from Nasdaq; Form 25 filed.
- Existing credit agreement repaid and terminated; no early termination penalties.
- Convertible note indenture amended; future conversions settled entirely in cash at $23.95.
- Board of directors resigned; Peter Hernandez and A.J. Rohde appointed; David Sides remains CEO.

## SEC filing metadata
- accession: 0001193125-23-274104
- form_type: 8-K
- cik: 0000708818
- company_name: NEXTGEN HEALTHCARE, INC.
- filed_at: 2023-11-09T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/708818/000119312523274104/0001193125-23-274104-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/708818/000119312523274104/d204845d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-274104
- JSON: https://secwatch.observer/filing/0001193125-23-274104.json
- Plain text: https://secwatch.observer/filing/0001193125-23-274104.txt

## Key facts
- Executive change
  A.J. Rohde was appointed as Director at NEXTGEN HEALTHCARE, INC..
  - Action: became
  - Role: Director
  source text: Peter Hernandez and A.J. Rohde became directors of NextGen.
  evidence_url: https://www.sec.gov/Archives/edgar/data/708818/000119312523274104/0001193125-23-274104-index.htm
- Executive change
  Peter Hernandez was appointed as Director at NEXTGEN HEALTHCARE, INC..
  - Action: became
  - Role: Director
  source text: Peter Hernandez and A.J. Rohde became directors of NextGen.
  evidence_url: https://www.sec.gov/Archives/edgar/data/708818/000119312523274104/0001193125-23-274104-index.htm
- Governance Changes
  NEXTGEN HEALTHCARE, INC.: Certificate of incorporation amended and restated in its entirety.
  - Change: charter amendment
  source text: the certificate of incorporation of NextGen, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the "Amended and Restated Certificate of Incorporation").
  evidence_url: https://www.sec.gov/Archives/edgar/data/708818/000119312523274104/0001193125-23-274104-index.htm
- Governance Changes
  NEXTGEN HEALTHCARE, INC.: Bylaws amended and restated in their entirety.
  - Change: bylaw amendment
  source text: the bylaws of NextGen, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the "Bylaws").
  evidence_url: https://www.sec.gov/Archives/edgar/data/708818/000119312523274104/0001193125-23-274104-index.htm
- M&A Transactions
  NEXTGEN HEALTHCARE, INC. underwent a change of control involving Parent.
  - Action: change of control
  - Counterparty: Parent
  source text: As a result of the consummation of the Merger, a change of control of NextGen occurred on the Closing Date and NextGen became a wholly owned subsidiary of Parent.
  evidence_url: https://www.sec.gov/Archives/edgar/data/708818/000119312523274104/0001193125-23-274104-index.htm
- Material Agreements
  NEXTGEN HEALTHCARE, INC. terminated Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A. valued at All outstanding indebtedness repaid in full; commitments terminated. No early termination penalties..
  - Action: termination
  - Agreement: credit facility
  - Counterparty: JPMorgan Chase Bank, N.A.
  - Value: All outstanding indebtedness repaid in full; commitments terminated. No early termination penalties.
  source text: On the Closing Date, NextGen repaid in full all outstanding indebtedness and certain other obligations and terminated the commitments under its Second Amended and Restated Credit Agreement, dated as of March 12, 2021, among NextGen, JPMorgan Chase Bank, N.A., as administrative agent and certain other lenders party thereto, as amended (the “Existing Credit Agreement”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/708818/000119312523274104/0001193125-23-274104-index.htm
- Material Agreements
  NEXTGEN HEALTHCARE, INC. entered into First Supplemental Indenture with U.S. Bank Trust Company, National Association valued at Settlement entirely in cash; per $1,000 principal amount: conversion rate × $23.95.
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Value: Settlement entirely in cash; per $1,000 principal amount: conversion rate × $23.95
  source text: On the Closing Date (as defined below), NextGen Healthcare, Inc., a Delaware corporation (“NextGen” or the “Company”) and U.S. Bank Trust Company, National Association (the “Trustee”), entered into the First Supplemental Indenture (the “Supplemental Indenture”) to the Indenture, dated as of November 1, 2022 (the “Base Indenture”), between NextGen and the Trustee, relating to NextGen’s 3.75% Convertible Senior Notes due 2027 (the “Notes”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/708818/000119312523274104/0001193125-23-274104-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.