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WASHINGTON, Aug. 8, 2017 /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 public offering of 8,816,120 shares of its Class A common stock at a public offering price of $19.85 per share. In addition, the underwriters have been granted a 30-day option to purchase up to an additional 1,322,418 shares of Class A common stock. The offering is expected to close on August 14, 2017, subject to the satisfaction of customary closing conditions.
J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as joint book-running managers and as representatives of the underwriters for the offering. Wells Fargo Securities, LLC, William Blair & Company, L.L.C. and SunTrust Robinson Humphrey, Inc. are acting as lead managers, and Leerink Partners LLC and Robert W. Baird & Co. Incorporated are acting as co-managers.
The net proceeds from the offering will be approximately $166.8 million after estimated underwriting discounts, commissions and offering expenses payable by Evolent Health. Evolent Health intends to transfer the net proceeds from this offering to the subsidiary through which its operations are conducted, Evolent Health LLC. Evolent Health LLC expects to use such net proceeds for working capital and other general corporate purposes, including to expand its business through acquisitions and investments.
A registration statement (including a base prospectus) relating to these securities has been filed with the U.S. Securities and Exchange Commission (the "SEC") and has become effective. The offering is being made by means of a prospectus supplement and the accompanying base prospectus, each of which you should read before you invest. Copies of the preliminary prospectus supplement and the accompanying base prospectus have been filed with the SEC. Before you invest, you should read the prospectus supplement and the accompanying base prospectus, 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. Copies of the final prospectus supplement relating to the offering will be filed with the SEC and may be obtained free of charge, when available, 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. LLC, 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 email@example.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 provider organizations to achieve superior clinical and financial results in value-based care. With a provider heritage and over 20 years of health plan administration experience, Evolent operates in more than 30 U.S. health care markets, actively managing care across Medicare, Medicaid, commercial and self-funded adult and pediatric populations. With the experience to drive change, Evolent confidently stands by a commitment to achieve results. For more information, visit evolenthealth.com.
Forward-Looking Statements – Cautionary Language
Certain statements made in this press 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.
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 fiscal year ended December 31, 2016, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017 and other documents filed with the SEC include 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 press release.
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