WASHINGTON, March 27, 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 an underwritten secondary public offering of 7,500,000
shares of its Class A common stock to be sold by UPMC, certain
affiliates of TPG Global, LLC ("TPG"), The Advisory Board Company
and Ptolemy Capital, LLC (together, the "Selling
Stockholders"). The underwriters have a 30-day option period
to purchase up to 1,125,000 additional shares of Class A common
stock from the Selling Stockholders. The offering is expected
to close on March 31, 2017, subject
to the satisfaction of customary closing conditions.
J.P. Morgan Securities LLC and Goldman, Sachs & Co. are
acting as joint book-running managers and underwriters for the
offering. The underwriters may offer the shares of our Class
A common stock purchased from the Selling Stockholders from time to
time in one or more transactions on the New York Stock Exchange, in
the over-the-counter market or through negotiated transactions at
market prices at or negotiated prices. The last reported sale
price of Evolent Health's Class A common stock on March 27, 2017 was $21.25 per share.
Neither Evolent Health nor any of its directors, officers or
other stockholders is offering any shares of Class A common stock
in the offering. Evolent Health will not receive any proceeds from
the sale of shares of Class A common stock by the Selling
Stockholders, including from any exercise by the underwriters of
their option to purchase additional shares from the Selling
Stockholders.
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 will be made only by means of a preliminary 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. 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., 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 prospectus-ny@ny.email.gs.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 health systems to drive
value-based care transformation. By providing clinical, analytical
and financial capabilities, Evolent Health helps physicians and
health systems achieve superior quality and cost results. Evolent
Health's approach breaks down barriers, aligns incentives and
powers a new model of care delivery resulting in meaningful
alignment between providers, payers, physicians and patients.
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 and other documents filed with the SEC include risk
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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SOURCE Evolent Health, Inc.