Evolent Health (EVH) Announces $110M Conv. Notes Offering

November 29, 2016 4:13 PM EST

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Evolent Health, Inc. (NYSE: EVH) 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.



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