WASHINGTON, Aug. 14, 2020 /PRNewswire/ -- Evolent
Health, Inc. (NYSE: EVH), a health care company that delivers
proven clinical and administrative solutions to payers and
providers ("Evolent"), announced today that it has entered
into privately negotiated exchange and/or subscription agreements,
with certain holders of its outstanding 2.00% Convertible Senior
Notes due 2021 (the "2021 Notes") and certain new investors
pursuant to which Evolent will issue $84.2
million aggregate principal amount of 3.50% Convertible
Senior Notes due 2024 (the "New Notes") in exchange for
$84.2 million aggregate principal
amount of the 2021 Notes and an aggregate cash payment of
$2.5 million (the "Exchange
Transactions") and issue $32.8
million aggregate principal amount of New Notes for cash at
par (the "Subscription Transactions"). The Exchange
Transactions and the Subscription Transactions are expected to
close concurrently on or about August 19,
2020, subject to customary closing conditions.
Evolent will not receive any cash proceeds from the Exchange
Transactions. Evolent estimates that net cash proceeds from
the Subscription Transactions will be approximately $27.4 million after deducting estimated offering
expenses for both the Exchange Transactions and the Subscription
Transactions and the cash paid to participants in connection with
the Exchange Transactions. Evolent expects to use a portion
of the net proceeds from the offering of the New Notes to
repurchase a portion of its outstanding 2021 Notes in privately
negotiated transactions for cash, with remaining amounts used for
general corporate purposes. Simultaneous with the execution of
documentation for the Exchange Transactions and the Subscription
Transactions, the Company has executed agreements with holders of
2021 Notes to repurchase an aggregate $14.0 principal amount of 2021 Notes (the "2021
Note Repurchase") immediately following the Exchange Transactions
and the Subscription Transactions. Following the completion of the
Exchange Transactions and the 2021 Note Repurchase, $26.7 in aggregate principal amount of the 2021
Notes will remain outstanding with terms unchanged.
Interest on the New Notes will be payable semiannually in
arrears on December 1 and
June 1 of each year, beginning on
December 1, 2020, at a rate equal to
3.50% per annum. The notes will mature on December 1, 2024 unless earlier repurchased,
redeemed or converted in accordance with their terms prior to such
date. The New 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
an initial conversion rate of 54.8667 shares of Class A common
stock per $1,000 principal amount of
New Notes, which is equivalent to an initial conversion price of
approximately $18.23 per share of
Class A common stock. The initial conversion price represents
a premium of approximately 30% over the closing price of the Class
A common stock on the New York Stock Exchange on August 13, 2020.
Holders of the New Notes may require Evolent to repurchase their
Notes upon the occurrence of a fundamental change at a price equal
to 100% of the principal amount of the notes being repurchased,
plus any accrued and unpaid interest. Evolent may redeem for cash
all or any portion of the New Notes, at its option, on or after
March 1, 2023, if the last reported
sale price of Evolent's Class A common stock has been at least 130%
of the conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading day
period (including the last trading day of such period) ending on,
and including, the trading day immediately preceding the date on
which Evolent provides notice of redemption, at a redemption price
equal to 100% of the principal amount of the New Notes to be
redeemed, plus accrued and unpaid interest to, but excluding, the
redemption date.
The New Notes and any shares of common stock issuable upon
conversion of the New Notes have not been registered under the
Securities Act or under any state securities laws and may not be
offered or sold without registration under, or an applicable
exemption from, the registration requirements.
This announcement does not constitute an offer to sell, nor is
it a solicitation of an offer to buy, these securities, 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 registration or qualification under the securities laws of
any state or any jurisdiction.
ABOUT EVOLENT HEALTH
Evolent Health (NYSE: EVH) delivers proven clinical and
administrative solutions that improve whole-person health while
making health care simpler and more affordable. Our solutions
encompass total cost of care management, specialty care management,
and administrative simplification. Evolent serves a national
base of leading payers and providers, is the first company to
receive the National Committee for Quality Assurance's Population
Health Program Accreditation, and is consistently recognized as a
top place to work in health care nationally. Learn more about
how Evolent is changing the way health care is delivered by
visiting evolenthealth.com.
Contacts
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Bob East
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Kim
Conquest
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443.213.0500
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540.435.2095
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Investor Relations
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Media
Relations
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InvestorRelations@evolenthealth.com
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KConquest@evolenthealth.com
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EVOLENT HEALTH'S FORWARD-LOOKING STATEMENT
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, including the expected
closing of the Exchange Transactions, the Subscription Transactions
and the 2021 Note Repurchase, 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, 2019 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