Sec Form 13D Filing - BlackRock Inc. (BLK) filing for Tabula Rasa HealthCare Inc. (TRHC) - 2022-06-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

TABULA RASA HEALTHCARE, INC.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

873379101

(CUSIP Number)

David Maryles

Managing Director, Legal and Compliance

BlackRock, Inc.

55 East 52nd Street

New York, NY 10055

(212) 810-5300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 18, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.: 873379101

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EXPLANATORY NOTE

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Schedule 13D (as amended, the “Schedule 13D”) filed with the U.S. Securities and Exchange Commission on April 21, 2022 (the “Original Schedule 13D”), by and on behalf of BlackRock, Inc. (“BlackRock”), relating to the common stock, par value $0.0001 per share (the “Common Stock”), of Tabula Rasa HealthCare, Inc., a Delaware corporation (the “Issuer”).

Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Original Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in the Original Schedule 13D.

Item 2. Identity and Background.

The information set forth in amended and restated Annex A hereto is incorporated by reference in this amended Item 2.

Item 4. Purpose of Transaction.

Item 4 is hereby amended and supplemented to include the following:

As previously disclosed in the Original Schedule 13D, a fund advised by an Advisory Subsidiary previously authorized one of its portfolio companies, identified in this Amendment No. 1 as Transaction Data Systems, Inc., a Florida corporation and one of the portfolio companies of such fund (“Bidder”), to participate in a process being conducted by the Issuer to divest certain assets of the Issuer. On June 18, 2022, Bidder, Issuer and Tabula Rasa HealthCare Group, Inc., a Delaware corporation and wholly-owned subsidiary of Issuer (“Seller”), entered into an Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which Seller agreed to sell to Bidder its unincorporated PrescribeWellness business division (the “PrescribeWellness Business”) and the assets, properties, and rights that are primarily used or held for use in connection with the PrescribeWellness Business, in accordance with the terms and conditions set forth therein, for up to $140,000,000 in cash, of which $125,000,000 will be paid at closing subject to certain adjustments related to the net working capital of the PrescribeWellness Business (the “Base Purchase Price”). The additional $15,000,000 is contingent consideration that will be paid to Seller based upon the PrescribeWellness Business’s achievement of certain performance-based metrics during the fiscal years ending December 31, 2023 and 2024. The Purchase Agreement further provides for a post-closing, true-up adjustment based on the parties’ determination of the Final Working Capital Amount. Consummation of the transactions contemplated by the Purchase Agreement is subject to certain conditions and approvals, including without limitation (i) the consummation of Seller’s acquisition of certain intellectual property and related assets from karmadata, Inc., a Delaware corporation, and (ii) the satisfaction or waiver of certain customary closing conditions, including receipt of all required approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement filed as an exhibit to this Amendment No. 1, and incorporated herein by reference.

The activities described herein will not restrict the Advisory Subsidiaries’ exercise of investment or voting power with respect to the Common Stock to which this Schedule 13D relates. Except as set forth in this Schedule 13D, BlackRock has no present plans or proposals that relate to or would result in any of the actions described in Item 4 (a) through (j) of this Schedule 13D. Each of the Advisory Subsidiaries may evaluate on a continuing basis its client accounts’ investment in the Issuer, and BlackRock expects that such Advisory Subsidiaries may from time to time acquire or dispose of Common Stock or other securities of the Issuer on behalf of such client accounts. Any acquisitions or dispositions will depend upon (i) the price and availability of the Issuer’s securities; (ii) subsequent developments concerning the Issuer’s business and prospects and the industry in which the Issuer operates; (iii) the Advisory Subsidiaries’ general investment policies with respect to the applicable accounts managed by the Advisory Subsidiaries; (iv) other investment and business opportunities available to the Advisory Subsidiaries on behalf of their clients; (v) general market and economic conditions; (vi) tax considerations; and (vii) such other factors as the Advisory Subsidiaries may consider relevant. Any such acquisitions or dispositions may be made, subject to applicable law, in open market transactions or privately negotiated transactions.

Item 5. Interest in Securities of the Issuer.

Item 5 (a) – (c) is hereby amended and restated as follows:

(a) and (b) The responses of BlackRock to Rows (7) through (11), and (13) of the cover page of this Schedule 13D are incorporated herein by reference.

The aggregate percentage of shares of Common Stock reported as beneficially owned by BlackRock was calculated based on 25,849,263 shares of Common Stock issued and outstanding as of April 30, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the U.S. Securities and Exchange Commission on May 9, 2022.

The Common Stock beneficially owned by BlackRock includes Common Stock beneficially owned by the Advisory Subsidiaries, including BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Financial Management, Inc., BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, and BlackRock Asset Management Canada Limited, none of which individually beneficially owns in excess of 5% of the outstanding Common Stock.

(c) Annex B, attached hereto, sets forth transactions in the Common Stock that were effected since the filing of the Original Schedule 13D. The transactions in the Common Stock described on Annex B were effected on securities exchanges unless otherwise indicated therein.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented to include the following:

In addition, a BlackRock-managed fund is a party to a derivative agreement in the form of contract for difference (the “CFD”) in an aggregate notional principal amount of 7,742 shares of Common Stock of the Issuer. The CFD provides the BlackRock-managed fund with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the CFD (such shares, the “Subject Shares”). BlackRock disclaims beneficial ownership of the Subject Shares. The counterparty to the CFD is an unaffiliated third-party financial institution.

Item 7. Material to be filed as Exhibits.

Item 7 is hereby amended and supplemented to include the following:

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Annex A is hereby amended and restated as follows:

Annex A

The following is a list of the executive officers and directors of BlackRock, Inc. (collectively, the “Covered Persons”), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person. Each Covered Person is a citizen of the United States, unless otherwise noted, and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly managed or advised by BlackRock).

Executive Officers

Directors

Annex B

Transaction in Common Stock

Since Original Schedule 13D Filing