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 that it
intends to offer $350.0 million
aggregate principal amount of convertible senior notes due 2029,
subject to market and other conditions. Evolent also expects to
grant the initial purchasers in the proposed offering an option to
purchase up to an additional $52.5
million aggregate principal amount of notes. The notes are
being offered only to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act").
The notes will be 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 a
conversion rate to be determined. Interest on the notes will be
payable semiannually in arrears on June
1 and December 1 of each year,
beginning on June 1, 2024. The notes
will mature on December 1, 2029
unless earlier repurchased, redeemed or converted in accordance
with their terms prior to such date. The interest rate, conversion
rate, conversion price and other terms of the notes will be
determined at the time of pricing of the offering.
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.
The notes and any 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.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/evolent-health-inc-announces-proposed-offering-of-350-0-million-of-convertible-senior-notes-due-2029-to-pay-down-senior-term-loan-302005937.html
SOURCE Evolent Health