EVOLENT HEALTH, INC. (NYSE:EVH) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01 Entry into a Material Definitive Agreement.
On May15, 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 Morgan Stanley Co. LLC, as
representative 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, Ptolemy Capital, LLC (the Investor Stockholders) and
certain management selling stockholders (together with the
Investor Stockholders, the Selling Stockholders), relating
to an underwritten secondary public offering of 7,000,000 shares
of ClassA common stock of the Company, par value $0.01 per share
(the Shares), being sold by the Selling Stockholders (the
Offering). The Offering closed on May19, 2017.
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, a base prospectus dated March27, 2017 and
a related prospectus supplement dated May15, 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 May 15, 2017, by and among Evolent Health, Inc., Evolent Health LLC, Morgan Stanley Co. LLC, as representative 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 +0.30 at 23.55 with 1,082,032 shares trading hands.
