Current Report Filing (8-k)
June 28 2017 - 4:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 22, 2017
EVOLENT HEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-37415
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32-0454912
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(State or other jurisdiction
of incorporation)
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Commission
File Number)
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(IRS Employer
Identification No.)
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800 N. Glebe Road, Suite 500
Arlington, VA 22203
(Address of Principal Executive Office)
Registrants telephone number, including area code: (571) 389-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☒
ITEM 1.01 Entry into a Material Definitive Agreement.
On June 22, 2017, Evolent Health, Inc., a Delaware corporation (the
Company
), and Evolent Health LLC, the operating
subsidiary of the Company, entered into an underwriting agreement (the
Underwriting Agreement
) with Goldman Sachs & Co. LLC, as representative of the several underwriters listed in Schedule 1 thereto (the
Underwriters
), certain affiliates of TPG Global, LLC, and Ptolemy Capital, LLC (the
Selling Stockholders
), relating to an underwritten secondary public offering of 4,500,000 shares of Class A common stock
of the Company, par value $0.01 per share (the
Shares
), being sold by the Selling Stockholders (the
Offering
). The Offering closed on June 28, 2017.
The Underwriting Agreement contains customary representations, warranties, and covenants of the Company and the Selling Stockholders and also
provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriters against certain liabilities.
The Offering is made pursuant to a registration statement on Form S-3 (File No. 333-212709) filed with the Securities and Exchange
Commission (the
SEC
), which was declared effective by the SEC on August 12, 2016, a base prospectus dated March 27, 2017 and a related prospectus supplement dated June 22, 2017.
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by
reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated June 22, 2017, by and among Evolent Health, Inc., Evolent Health LLC, Goldman Sachs & Co. LLC, as representative of the several underwriters listed in Schedule 1 thereto, and the selling
stockholders listed in Schedule 2 thereto.
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5.1
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Opinion of Cravath, Swaine & Moore LLP.
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23.1
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Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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EVOLENT HEALTH, INC.
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Date: June 28, 2017
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By:
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/s/ Jonathan Weinberg
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Name: Jonathan Weinberg
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Title: General Counsel
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EXHIBIT INDEX
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated June 22, 2017, by and among Evolent Health, Inc., Evolent Health LLC, Goldman Sachs & Co. LLC, as representative of the several underwriters listed in Schedule 1 thereto, and the selling
stockholders listed in Schedule 2 thereto.
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5.1
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Opinion of Cravath, Swaine & Moore LLP.
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23.1
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Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1).
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