WASHINGTON, Nov. 29, 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 that it intends
to offer $110 million aggregate
principal amount of convertible senior notes due 2021, subject to
market and other conditions. Evolent Health also expects to grant
the initial purchasers in the proposed offering an option to
purchase up to an additional $15
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 shares of Evolent Health's
Class A common stock, 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, 2017. The notes will mature
on December 1, 2021 unless earlier
repurchased 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 Health intends to loan the net proceeds from this
offering to the subsidiary through which its operations are
conducted, Evolent Health LLC. Evolent Health LLC is expected to
use such net proceeds for working capital and other general
corporate purposes.
The notes and the Class A common stock of Evolent Health
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 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. 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. 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, 2015, 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, Inc.