December 5, 20230001628908false00016289082023-12-052023-12-05

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

December 5, 2023
Date of Report (Date of earliest event reported)   

Evolent Health, Inc.
(Exact name of registrant as specified in its charter)
_________________________

Delaware001-3741532-0454912
(State or other jurisdiction of incorporation or organization)Commission File Number:(I.R.S. Employer
Identification No.)
800 N. Glebe Road,Suite 500,Arlington,Virginia,22203
(Address of principal executive offices)(zip code)
  
(571) 389-6000
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)
_________________________

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:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock of Evolent Health, Inc., par value $0.01 per shareEVHNew York Stock Exchange

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 8.01 Other Matters

On December 5, 2023, Evolent Health, Inc. (the “Company” or “we”) issued a press release announcing the intention to offer $350.0 million aggregate principal amount of its convertible senior notes due 2029 (the “notes”) in a private offering, subject to market and other conditions. The Company 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. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The notes and the Class A common stock of the Company, par value $0.01, issuable upon conversion of the notes will not be registered under the Securities Act of 1933, as amended (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 report 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.


Item 9.01. Financial Statements and Exhibits.

Exhibit No.Description
104The cover page from this Current Report on Form 8-K, formatted as Inline XBRL





SIGNATURE

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.
EVOLENT HEALTH, INC.
Date: December 5, 2023By:/s/ Jonathan D. Weinberg
Name:Jonathan D. Weinberg
Title:General Counsel and Secretary


Exhibit 99.1
evhnewlogo.jpg
Evolent Health, Inc. Announces Proposed Offering of $350.0 Million of Convertible Senior Notes Due 2029 to Pay Down Senior Term Loan


WASHINGTON, December 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 R. 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.

v3.23.3
Cover
Dec. 05, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Dec. 05, 2023
Entity Registrant Name Evolent Health, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-37415
Entity Tax Identification Number 32-0454912
Entity Address, Address Line One 800 N. Glebe Road
Entity Address, Address Line Two Suite 500
Entity Address, City or Town Arlington
Entity Address, State or Province VA
City Area Code 571
Local Phone Number 389-6000
Entity Address, Postal Zip Code 22203
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock of Evolent Health, Inc., par value $0.01 per share
Trading Symbol EVH
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001628908
Evolent Health (NYSE:EVH)
Gráfica de Acción Histórica
De Abr 2024 a May 2024 Haga Click aquí para más Gráficas Evolent Health.
Evolent Health (NYSE:EVH)
Gráfica de Acción Histórica
De May 2023 a May 2024 Haga Click aquí para más Gráficas Evolent Health.