EVOLENT HEALTH, INC. (NYSE:EVH) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01 Entry into a Material Definitive Agreement.
On March27, 2017, Evolent Health, Inc., a Delaware corporation
(the Company), and Evolent Health LLC, the operating
subsidiary of the Company, entered into an underwriting agreement
(the Underwriting Agreement) with J.P. Morgan Securities
LLC and Goldman, Sachs Co., as representatives of the several
underwriters listed in Schedule 1 thereto (the
Underwriters), certain affiliates of TPG Global, LLC (the
TPG Funds), The Advisory Board Company, UPMC and Ptolemy
Capital, LLC (the Selling Stockholders), relating to an
underwritten secondary public offering of 7,500,000 shares of
ClassA common stock of the Company, par value $0.01, sold by the
Selling Stockholders (the Offering). The Offering closed
on March31, 2017.
Under the terms of the Underwriting Agreement, the underwriters
have a 30-day option period to purchase up to 1,125,000
additional shares of ClassA common stock from the Selling
Stockholders.
The Underwriting Agreement contains customary representations,
warranties, and covenants of the Company and the Selling
Stockholders and also provides for customary indemnification by
each of the Company, the Selling Stockholders and the
Underwriters against certain liabilities.
The Offering is made to a registration statement on Form S-3
(File No.333-212709) filed with the Securities and Exchange
Commission (the SEC), which was declared effective by the
SEC on August12, 2016, the base prospectus dated March27, 2017
and the related prospectus supplement dated March27, 2017.
The foregoing description of the Underwriting Agreement does not
purport to be complete and is subject to and qualified in its
entirety by reference to the full text of the Underwriting
Agreement, which is filed as Exhibit 1.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
ITEM9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 |
Underwriting Agreement, dated March 27,2017, by and among Evolent Health, Inc., Evolent Health LLC, J.P. Morgan Securities LLC and Goldman, Sachs Co., as representatives of the several underwriters listed in Schedule 1 thereto, and the selling stockholders listed in Schedule 2 thereto. |
|
| 5.1 | Opinion of Cravath, Swaine Moore LLP. | |
| 23.1 |
Consent of Cravath, Swaine Moore LLP (included as part of Exhibit 5.1). |
About EVOLENT HEALTH, INC. (NYSE:EVH)
Evolent Health, Inc. supports integrated health systems in their migration towards value-based care and population health management. The Company’s services include providing customers with a population management platform, integrated data and analytics capabilities, pharmacy benefit management services and health plan administration services. Together these services enable health systems to manage patients’ health. It provides an end-to-end, built-for-purpose, technology-enabled services platform for providers in value-based payment models. Its platform supports a diverse set of provider value-based care strategies. It provides the technology and services necessary for the models pursued by providers. The Company offers Identifi, a technology platform that aggregates and analyzes data, manages care workflows and engages patients. Its Value-Based Operations are empowered and supported by Identifi. EVOLENT HEALTH, INC. (NYSE:EVH) Recent Trading Information
EVOLENT HEALTH, INC. (NYSE:EVH) closed its last trading session up +0.70 at 22.30 with 1,513,481 shares trading hands.
