- Transaction proceeds to be used to retire NantHealth’s
existing convertible notes due in 2021, invest in established
businesses, and accelerate growth initiatives including
NantHealth’s continued expansion of SaaS offerings
- Maturity date of NantHealth’s existing subordinated note
extended to 2026
NantHealth, Inc. (NASDAQ-GS: NH), a provider of enterprise
solutions that help transform complex data into actionable
insights, today announced the signing of a new financing that will
include the issuance of $137.5 million aggregate principal amount
of new senior unsecured convertible notes due 2026 (the "2026
Notes") in a private transaction, with the common stock that may be
issued upon a conversion to be registered under the Securities Act
of 1933, as amended (the "Securities Act"). As part of the
transaction, the company will enter into an agreement to extend the
maturity of its existing subordinated note to October 2026. The
company intends to use the proceeds of the 2026 Notes to retire its
existing convertible notes due December 2021 (the “2021 Notes”) and
further invest in initiatives to grow its business.
The 2026 Notes will be issued to two existing NantHealth
investors: certain funds managed by Highbridge Capital Management,
LLC (“Highbridge”), a current holder of the company’s 2021 Notes,
and Nant Capital, LLC, an affiliated entity owned by the company’s
majority equity investor and holder of the company’s subordinated
notes. The investors will purchase $137.5 million in aggregate
principal amount of the 2026 Notes. The parties expect the 2026
Notes financing transaction to close on or before April 27,
2021.
In addition, each of Highbridge and Cambridge Equities, LP (also
an affiliate owned by the company’s majority shareholder), have
agreed to convert $5 million ($10 million in total) of their
holdings of the 2021 Notes to shares of NantHealth common stock on
April 14, 2021.
“This transaction provides several immediate benefits to
NantHealth, including enhancing our financial flexibility and
funding our growth initiatives,” said Ron Louks, NantHealth’s Chief
Operating Officer. “Not only does this financing address the
upcoming maturity of our 2021 Notes, but importantly provides us
with the resources to invest in our established businesses, NaviNet
and Eviti, and accelerate the expansion of our recently acquired
OpenNMS business. We thank our financing partners, Highbridge and
Nant Capital, for their continued support.”
Jonathan Segal, Co-Chief Investment Officer of Highbridge, said,
“We are very pleased to increase our investment in NantHealth. Last
year, NantHealth made a strategic decision to expand beyond
healthcare by providing enterprise solutions to help businesses in
other industries. We believe this financing will help NantHealth
achieve this goal and continue further product expansion.”
The 2026 Notes will bear interest of 4.5% that will be payable
semiannually, unless earlier converted to the company’s common
stock, redeemed or repurchased in accordance with their terms. The
final terms of the 2026 Notes, including the interest rate, initial
conversion rate, and other terms, will be disclosed in the
company’s filings with the U.S. Securities and Exchange Commission
(SEC).
A Special Committee of the NantHealth Board of Directors,
consisting of the independent directors, undertook a thorough
review of the transaction and unanimously recommended that
NantHealth proceed with the transaction.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the 2026 Notes, nor shall there be
any sale of the notes in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
About NantHealth, Inc.
NantHealth, a member of the NantWorks ecosystem of companies,
provides enterprise solutions that help businesses transform
complex data into actionable insights. By offering efficient ways
to move, interpret, and visualize complex and highly sensitive
information, NantHealth enables customers in healthcare, life
sciences, logistics, telecommunications and other industries to
automate, understand and act on data while keeping it secure and
scalable. NantHealth’s product portfolio comprises the latest
technology in payer/provider collaboration platforms for real-time
coverage decision support (Eviti and NaviNet), molecular analysis
(GPS Cancer), and data solutions that provide multi-data analysis,
reporting and professional services offerings (Quadris). OpenNMS, a
NantHealth subsidiary, helps businesses monitor and manage network
health and performance. For more information, visit nanthealth.com,
follow us on Twitter, Facebook and LinkedIn, and subscribe to our
blog.
This news release contains certain statements of a
forward-looking nature relating to future events or future business
performance. Forward-looking statements can be identified by the
words “expects,” “anticipates,” “believes,” “intends,” “estimates,”
“plans,” “will,” “outlook” and similar expressions. Forward-looking
statements are based on management’s current plans, estimates,
assumptions and projections, and speak only as of the date they are
made. Risks and uncertainties include, but are not limited to: the
proposed 2026 Notes transaction, the anticipated terms and the
timing and closing of the 2026 Notes, the exchange of $10 million
in 2021 Notes for shares of the company’s common stock, the
expected use of the net proceeds from this transaction, whether
expressed or implied our ability to successfully integrate our
systems and solutions to address a wide range of healthcare issues;
our ability to successfully amass the requisite data to achieve
maximum network effects; appropriately allocating financial and
human resources across a broad array of product and service
offerings; raising additional capital as necessary to fund our
operations; achieving significant commercial market acceptance for
our solutions; establishing relationships with key thought leaders
or key decision makers in order to attract, retain and renew
partners and clients and obtain reimbursement for our sequencing
and molecular analysis solutions; our ability to grow the market
for our solutions; successfully enhancing our solutions to achieve
market acceptance and keep pace with technological developments;
customer concentration; competition; security breaches; data loss
or corruption due to failures or errors in our systems and service
disruptions at our data centers; bandwidth limitations; our ability
to use, disclose, de-identify or license data and to integrate
third-party technologies; our use of “open source” software; our
ability to continue our relationship with NantOmics; our ability to
obtain regulatory approvals; dependence upon senior management; the
need to comply with and meet applicable laws and regulations;
unexpected adverse events; clinical adoption and market acceptance
of our molecular sequencing and analysis solutions; and anticipated
cost savings. We undertake no obligation to update any
forward-looking statement in light of new information or future
events, except as otherwise required by law. Forward-looking
statements involve inherent risks and uncertainties, most of which
are difficult to predict and are generally beyond our control.
Actual results or outcomes may differ materially from those implied
by the forward-looking statements as a result of the impact of a
number of factors, many of which are discussed in more detail in
our reports filed with the Securities and Exchange Commission.
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version on businesswire.com: https://www.businesswire.com/news/home/20210414005275/en/
Investor Contact: Robert Jaffe rjaffe@rjaffeco.com
424.288.4098
Media Contact: Jen Hodson NANT Jen@nant.com
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