Attached files
| file | filename |
|---|---|
| EX-5.1 - EX-5.1 - Evolent Health, Inc. | d351261dex51.htm |
| EX-1.1 - EX-1.1 - Evolent Health, Inc. | d351261dex11.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 27, 2017
EVOLENT HEALTH, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-37415 | 32-0454912 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
800 N. Glebe Road, Suite
500
Arlington, VA 22203
(Address of Principal Executive Office)
Registrant’s telephone number, including area code: (571) 389-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01 – Entry into a Material Definitive Agreement.
On March 27, 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 Class A common stock of the Company, par value $0.01, sold by the Selling Stockholders (the “Offering”). The Offering closed on March 31, 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 Class A 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 pursuant 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 August 12, 2016, the base prospectus dated March 27, 2017 and the related prospectus supplement dated March 27, 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.
ITEM 9.01 – 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). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EVOLENT HEALTH, INC. | ||||
| Date: March 31, 2017 | By: | /s/ Jonathan Weinberg | ||
| Name: Jonathan Weinberg | ||||
| Title: General Counsel | ||||
EXHIBIT INDEX
| 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). | |