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): June 4, 2015
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 8.01 | – OTHER EVENTS |
On June 4, 2015, Evolent Health, Inc., a Delaware corporation (the “Company”), issued a press release announcing that it has priced the initial public offering of 11,500,000 shares of its Class A common stock, par value $0.01 per share (“Class A Common Stock”), at a price to the public of $17.00 per share. The underwriters have been granted an option to purchase up to 1,725,000 additional shares of Class A Common Stock from the Company at the initial public offering price, less underwriting discounts and commissions. A copy of the press release is furnished herewith as Exhibit 99.1.
| ITEM 9.01 | – FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated June 4, 2015 | |
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: June 5, 2015 |
By: | /s/ Jonathan Weinberg | ||||||||
| Name: | Jonathan Weinberg | |||||||||
| Title: | General Counsel | |||||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release, dated June 4, 2015. | |
Exhibit 99.1
Evolent Health, Inc. Announces Pricing of Initial Public Offering
Washington, D.C. (June 4, 2015) – Evolent Health, Inc. (NYSE: EVH) has priced its initial public offering of 11,500,000 shares of Class A common stock at a price to the public of $17.00 per share.
The underwriters have been granted an option to purchase up to 1,725,000 additional shares of Class A common stock from Evolent at the initial public offering price, less underwriting discounts and commissions. Evolent’s Class A common stock has been approved for listing on the New York Stock Exchange under the symbol “EVH”, subject to official notice of issuance.
J.P. Morgan Securities LLC and Goldman, Sachs & Co. are acting as joint bookrunners for the offering. Wells Fargo Securities, LLC, William Blair & Company, L.L.C., SunTrust Robinson Humphrey, Inc. and Leerink Partners LLC are acting as co-managers.
A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission (SEC). The offering will be made only by means of a prospectus. A copy of the final prospectus relating to these securities will be filed with the SEC and may be obtained, when available, by contacting 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., Attn: Prospectus Department, 200 West Street, New York, NY 10282, telephone: (866) 471-2526, facsimile: (212) 902-9316, e-mail: prospectus-ny@ny.email.gs.com.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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About Evolent Health
Evolent Health partners with leading health systems to drive value-based care transformation. By providing clinical, analytical and financial capabilities, Evolent helps physicians and health systems achieve superior quality and cost results. Evolent’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.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements made in this press release may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements are based on management’s expectations, estimates, projections and assumptions. These statements are not guarantees of future performance and involve certain risks and uncertainties, which are difficult to predict. Therefore, actual future results and trends may differ materially from what is forecast in forward-looking statements due to a variety of factors. Additional information regarding these factors is contained in Evolent’s registration statement on Form S-1 filed with the SEC.
Source: Evolent Health, Inc.
Contacts:
Robin Glass
rglass@evolenthealth.com
415.505.8152
Rob Cronin
rcronin@wcgworld.com
917.414.5289