WASHINGTON, Dec. 5, 2023
/PRNewswire/ -- Evolent Health, Inc. (NYSE: EVH), a company
that specializes in better health outcomes for people with complex
conditions through proven solutions that make health care simpler
and more affordable ("Evolent"), today announced the pricing of
$350.0 million aggregate principal
amount of 3.50% convertible senior notes due 2029. The notes are
being offered only to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). Evolent has also
granted the initial purchasers in the offering a 30-day option to
purchase up to an additional $52.5
million aggregate principal amount of notes.
Interest on the notes is payable semiannually in arrears on
June 1 and December 1 of each year, beginning on
June 1, 2024, at a rate equal to
3.50% per annum. The notes will mature on December 1, 2029 unless earlier repurchased,
redeemed or converted in accordance with their terms prior to such
date.
The notes are convertible into cash, shares of Evolent's Class A
common stock, or a combination of cash and shares of Evolent's
Class A common stock, at Evolent's election based on an initial
conversion rate of 26.3125 shares of Class A common stock per
$1,000 principal amount of notes,
which is equivalent to an initial conversion price of approximately
$38.00 per share of Class A common
stock. The initial conversion price represents a premium of
approximately 42.50% over the closing price of the Class A common
stock on the New York Stock Exchange on December 5, 2023.
Holders of the notes may require Evolent to repurchase their
notes upon the occurrence of a fundamental change at a price equal
to 100% of the principal amount of the notes being repurchased,
plus any accrued and unpaid interest. Evolent may not redeem the
notes prior to December 6, 2026.
Evolent may redeem for cash all or any portion of the notes, at its
option, on or after December 6, 2026,
if the last reported sale price of Evolent's Class A common stock
has been at least 130% of the conversion price then in effect for
at least 20 trading days (whether or not consecutive) during any 30
consecutive trading day period (including the last trading day of
such period) ending on, and including, the trading day immediately
preceding the date on which Evolent provides a notice of
redemption, at a redemption price equal to 100% of the principal
amount of the notes to be redeemed, plus accrued and unpaid
interest to, but excluding, the redemption date.
Evolent intends to use the net proceeds from this offering, plus
available liquidity, to prepay a portion of the outstanding
borrowings and pay related fees under its term loan facility, which
matures in January 2029 (subject to
earlier maturity in certain circumstances). If the initial
purchasers exercise their option to purchase additional notes,
Evolent intends to use the net proceeds from the sale of additional
notes, plus available liquidity, to prepay remaining borrowings and
pay related fees under its term loan facility.
Consummation of the sale of the notes is subject to customary
closing conditions, and there can be no assurance that the offering
of the notes will be consummated. Settlement is expected to occur
on December 8, 2023.
The notes and any shares of Class A common stock of Evolent
issuable upon conversion of the notes will not be registered under
the Securities Act or any state securities laws, and unless so
registered, may not be offered or sold in the United States, except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities law of any such jurisdiction.
About Evolent
Evolent (NYSE: EVH) specializes in better health outcomes for
people with complex conditions through proven solutions that make
health care simpler and more affordable. Evolent serves a national
base of leading payers and providers and is consistently recognized
as a top place to work in health care nationally.
Contact
Seth
Frank
Vice President, Investor
Relations
Evolent
sfrank@evolent.com
Forward-Looking Statements - Cautionary Language
Certain statements made in this release and in other written or
oral statements made by us or on our behalf are "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995 (the "PSLRA"). A forward-looking statement is a
statement that is not a historical fact and, without limitation,
includes any statement that may predict, forecast, indicate or
imply future results, performance or achievements, and may contain
words like: "believe," "anticipate," "expect," "estimate," "aim,"
"predict," "potential," "continue," "plan," "project," "will,"
"should," "shall," "may," "might" and other words or phrases with
similar meaning in connection with a discussion of future operating
or financial performance. In particular, these include statements
relating to future actions, trends in our businesses, prospective
services, future performance or financial results, and the closing
of pending transactions and the outcome of contingencies, such as
legal proceedings. We claim the protection afforded by the safe
harbor for forward-looking statements provided by the PSLRA. These
statements are only predictions based on our current expectations
and projections about future events. Forward-looking statements
involve risks and uncertainties that may cause actual results,
level of activity, performance or achievements to differ materially
from the results contained in the forward-looking statements.
Although we believe the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee
future results, level of activity, performance or achievements. Our
Annual Report on Form 10-K for the year ended December 31, 2022, as amended, and other
documents filed with the SEC include risk factors that could affect
our businesses and financial performance. Moreover, we operate in a
rapidly changing and competitive environment. New risk factors
emerge from time to time, and it is not possible for management to
predict all such risk factors.
Further, it is not possible to assess the effect of all risk
factors on our businesses or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
Given these risks and uncertainties, investors should not place
undue reliance on forward-looking statements as a prediction of
actual results. In addition, we disclaim any obligation to update
any forward-looking statements to reflect events or circumstances
that occur after the date of this release.
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SOURCE Evolent Health