WASHINGTON, Sept. 8, 2016 /PRNewswire/ -- Evolent
Health, Inc. (NYSE: EVH), a company providing an integrated
value-based care platform to the nation's leading health systems
and physician organizations ("Evolent Health"), today announced the
pricing of a secondary public offering of 7,500,000 shares of its
Class A common stock to be sold by UPMC, certain affiliates of TPG
Global, LLC, The Advisory Board Company and Ptolemy Capital, LLC
(together, the "Investor Stockholders") and certain management
selling stockholders (the "Management Stockholders" and together
with the Investor Stockholders, the "Selling Stockholders").
The shares of Class A common stock are being sold to the public at
a price of $22.50 per share.
The offering was upsized from the previously announced offering
size of 7,000,000 shares of Class A common stock. The
underwriters have a 30-day option period to purchase up to
1,125,000 additional shares of Class A common stock from the
Investor Stockholders. The offering is expected to close on
September 14, 2016, subject to
customary closing conditions.
J.P. Morgan Securities LLC and Goldman, Sachs & Co. are
acting as joint book-running managers for the offering. Wells
Fargo Securities, LLC, William Blair
& Company, L.L.C., SunTrust Robinson Humphrey, Inc., Allen
& Company LLC, Cowen and Company, LLC and Leerink Partners LLC
are acting as co-managers.
Evolent Health is not offering any shares of Class A common
stock in the offering and will not receive any proceeds from the
sale of shares of Class A common stock by the Selling Stockholders,
including from any exercise by the underwriters of their option to
purchase additional shares from the Investor Stockholders.
A registration statement (including a prospectus) relating to
these securities has been filed with the U.S. Securities and
Exchange Commission (the "SEC") and has become effective. Before
you invest, you should read the prospectus in that registration
statement and other documents filed with the SEC for more complete
information about Evolent Health and this offering. You may obtain
these documents free of charge by visiting EDGAR on the SEC's
website at www.sec.gov.
The offering will be made only by means of a prospectus
supplement and the accompanying prospectus. Copies of the
prospectus supplement and accompanying prospectus related to the
offering may be obtained from J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717 or by telephone
at 866.803.9204; or Goldman, Sachs & Co., Attention: Prospectus
Department, 200 West Street, New York,
NY 10282, or by telephone at (866) 471-2526, facsimile at
(212) 902-9316, or email at prospectus-ny@ny.email.gs.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of,
these shares of Class A common stock in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
such state or jurisdiction.
About Evolent Health
Evolent Health partners with leading health systems to drive
value-based care transformation. By providing clinical, analytical
and financial capabilities, Evolent Health helps physicians and
health systems achieve superior quality and cost results. Evolent
Health's approach breaks down barriers, aligns incentives and
powers a new model of care delivery resulting in meaningful
alignment between providers, payers, physicians and patients.
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 ("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 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. Risks and uncertainties that may
cause actual results to vary materially, some of which are
described within the forward-looking statements, include, among
others:
- certain risks and uncertainties associated with the proposed
acquisition of Valence Health, including:
- revenues of Valence Health before and after the merger may be
less than expected, and expected results of Evolent may not be
impacted as anticipated;
- uncertainties related to the timing of the receipt of required
regulatory approvals for the merger;
- the ability of Evolent and Valence Health to satisfy the
closing conditions of the merger;
- the occurrence of any change that could give rise to the
termination of the merger agreement;
- our ability to implement integration plans for the merger and
to recognize the anticipated growth, benefits, cost savings and
synergies of the merger;
- the risks that the merger and the other transactions
contemplated by the merger agreement disrupt current plans and
operations and the potential difficulties in retention of any
members of senior management of Valence Health and any other key
employees that Evolent is interested in retaining after the closing
of the merger;
- the limitations placed on the ability of Evolent and Valence
Health to operate their respective businesses by the merger
agreement;
- the effect of the announcement of the merger on Evolent's and
Valence Health's business relationships, customers, suppliers,
other partners, standing with regulators, operating results and
businesses generally;
- the amount of any costs, fees, expenses, impairments and
charges related to the merger; and
- the market price for our Class A common stock potentially being
affected, following the merger, by factors that historically have
not affected the market price for our Class A common stock;
- the structural change in the market for health care in
the United States;
- our ability to effectively manage our growth;
- the significant portion of revenue we derive from our largest
partners;
- our ability to offer new and innovative products and
services;
- the growth and success of our partners, which is difficult to
predict and is subject to factors outside of our control, including
premium pricing reductions and the ability to control and, if
necessary, reduce health care costs;
- our ability to attract new partners;
- our ability to recover the significant upfront costs in our
partner relationships;
- our ability to estimate the size of our target market;
- our ability to maintain and enhance our reputation and brand
recognition;
- consolidation in the health care industry;
- competition which could limit our ability to maintain or expand
market share within our industry;
- our ability to partner with providers due to exclusivity
provisions in our contracts;
- uncertainty in the health care regulatory framework;
- restrictions and penalties as a result of privacy and data
protection laws;
- adequate protection of our intellectual property;
- any alleged infringement, misappropriation or violation of
third-party proprietary rights;
- our use of "open source" software;
- our ability to protect the confidentiality of our trade
secrets, know-how and other proprietary information;
- our reliance on third parties;
- our ability to use, disclose, de-identify or license data and
to integrate third-party technologies;
- data loss or corruption due to failures or errors in our
systems and service disruptions at our data centers;
- breaches or failures of our security measures;
- our reliance on Internet infrastructure, bandwidth providers,
data center providers, other third parties and our own systems for
providing services to our users;
- our dependency on our key personnel, and our ability to
attract, hire, integrate and retain key personnel;
- risks related to future acquisition opportunities;
- the risk of potential future goodwill impairment on our results
of operations;
- our future indebtedness and our ability to obtain additional
financing;
- our ability to achieve profitability in the future;
- the requirements of being a public company;
- our adjusted results may not be representative of our future
performance;
- the risk of potential future litigation;
- our ability to remediate the material weakness in our internal
control over financial reporting;
- our holding company structure and dependence on distributions
from Evolent Health LLC;
- our obligations to make payments to certain of our pre-IPO
investors for certain tax benefits we may claim in the future;
- our ability to utilize benefits under the tax receivables
agreement;
- our ability to realize all or a portion of the tax benefits
that we currently expect to result from future exchanges of Class B
common units of Evolent Health LLC for our Class A common stock,
and to utilize certain tax attributes of Evolent Health Holdings
and an affiliate of TPG;
- distributions that Evolent Health LLC will be required to make
to us and to the other members of Evolent Health LLC;
- our obligations to make payments under the tax receivables
agreement that may be accelerated or may exceed the tax benefits we
realize;
- different interests among our pre-IPO investors, or between us
and our pre-IPO investors;
- the terms of agreements between us and certain of our pre-IPO
investors;
- our exemption from certain corporate governance requirements
due to our status as a "controlled company" within the meaning of
the New York Stock Exchange rules;
- the potential volatility of our Class A common stock
price;
- the potential decline of our Class A common stock price if a
substantial number of shares become available for sale or if a
large number of Class B common units is exchanged for shares of
Class A common stock;
- provisions in our amended and restated certificate of
incorporation and amended and restated by-laws and provisions of
Delaware law that discourage or
prevent strategic transactions, including a takeover of us;
- the ability of certain of our investors to compete with us
without restrictions;
- provisions in our certificate of incorporation which could
limit our stockholders' ability to obtain a favorable judicial
forum for disputes with us or our directors, officers or
employees;
- our intention not to pay cash dividends on our Class A common
stock; and
- our status as an "emerging growth company."
The risks included here are not exhaustive. 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 2015 Form
10-K and other documents filed with the SEC include additional
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 report.
Logo - http://photos.prnewswire.com/prnh/20150723/240961LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/evolent-health-inc-announces-pricing-of-upsized-secondary-public-offering-of-class-a-common-stock-300325356.html
SOURCE Evolent Health, Inc.