Evolent Health, Inc. Announces Pricing of Oversubscribed and Upsized $145.0 Million of Convertible Senior Notes Due 2031 to Repurchase Existing Notes and Class A Common Stock

Core Viewpoint - Evolent Health, Inc. has announced the pricing of $145.0 million in 4.50% convertible senior notes due 2031, aimed at improving financial flexibility and reducing interest expenses while minimizing shareholder dilution [1][2][5]. Group 1: Transaction Details - The offering size was increased from $140.0 million to $145.0 million, with an additional option for initial purchasers to buy up to $21.75 million more [1]. - Evolent expects net proceeds of approximately $140.2 million, or $161.2 million if the additional notes option is fully exercised, which will be used primarily to repurchase existing convertible senior notes [5][7]. - The notes will mature on August 15, 2031, and interest will be paid semiannually at a rate of 4.50% [6]. Group 2: Conversion and Repurchase Terms - The notes are convertible at the option of the holders prior to maturity, with an initial conversion price of approximately $13.53 per share, representing a 50% premium over the closing price on August 18, 2025 [6]. - Evolent may terminate conversion rights under certain conditions related to the stock price performance [3]. - Holders can require Evolent to repurchase their notes upon a "fundamental change" at 100% of the principal amount plus accrued interest [4]. Group 3: Share Repurchase Impact - Evolent plans to repurchase approximately 4.43 million shares of its Class A common stock at a price of $9.02 per share, which may influence the market price of both the stock and the notes [8][9]. - The repurchase of shares sold short by initial investors could lead to increased market activity affecting the stock price [9]. Group 4: Company Overview - Evolent Health specializes in improving health outcomes for individuals with complex conditions and serves a national base of leading payers and providers [13].