Evolent Health, Inc. Announces Proposed Offering of $140.0 Million of Convertible Senior Notes Due 2031 to Repurchase Existing Notes and Class A Common Stock

Core Viewpoint - Evolent Health, Inc. plans to offer $140 million in convertible senior notes due 2031, with an option for initial purchasers to buy an additional $20 million, aimed at improving financial flexibility and supporting share repurchases [1][2]. Group 1: Offering Details - The offering consists of $140 million aggregate principal amount of convertible senior notes due 2031, subject to market conditions [1]. - Evolent expects to use up to $100 million of the net proceeds to repurchase a portion of its existing 1.50% convertible senior notes due 2025 and approximately $40 million for repurchasing shares of its Class A common stock [2]. - The notes will be convertible into cash, shares of Evolent's Class A common stock, or a combination thereof, with interest payable semiannually starting February 15, 2026 [4]. Group 2: Repurchase Strategy - Evolent plans to repurchase shares of its Class A common stock sold short by initial investors at a price equal to the last reported sale price on the pricing date, which may influence the market price of the stock [3]. - The company anticipates that holders of the 2025 Notes who agree to have their notes repurchased may unwind their hedges by buying Evolent's Class A common stock, potentially affecting the stock price [6]. Group 3: Conversion Rights - The conversion rights of the notes may be terminated by Evolent on or after August 20, 2026, under specific conditions related to the stock price performance [5]. - The conversion price and other terms of the notes will be determined at the time of the offering's pricing [4]. Group 4: Regulatory Information - The notes and any Class A common stock issued upon conversion will not be registered under the Securities Act, and may only be offered to qualified institutional buyers [7]. - The press release does not constitute an offer to sell or a solicitation to buy the securities described [8]. Group 5: Company Overview - Evolent Health specializes in improving health outcomes for individuals with complex conditions, serving a national base of leading payers and providers [9].