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WASHINGTON - Evolent Health, Inc. (NYSE:EVH), a $1.05 billion healthcare company with annual revenue of $2.2 billion, announced Tuesday the pricing of $145 million aggregate principal amount of 4.50% convertible senior notes due 2031, an increase from the initially planned $140 million offering. According to InvestingPro analysis, the company appears undervalued at current levels.
The healthcare company, which focuses on better outcomes for patients with complex conditions, has granted initial purchasers a 30-day option to purchase up to an additional $21.75 million of notes. The notes are being offered exclusively to qualified institutional buyers under Rule 144A of the Securities Act. While currently operating at a loss, InvestingPro data shows analysts expect the company to achieve profitability this year.
The notes will carry a 4.50% annual interest rate, payable semiannually beginning February 15, 2026, and will mature on August 15, 2031. They are convertible into cash, Evolent’s Class A common stock, or a combination of both at the company’s discretion, with an initial conversion price of approximately $13.53 per share, representing a 50% premium over Monday’s closing price.
Evolent plans to use approximately $100.2 million of the net proceeds to repurchase about $167.4 million of its 1.50% convertible senior notes due 2025. The company will also allocate approximately $40 million to repurchase 4.43 million shares of its Class A common stock at $9.02 per share through privately negotiated transactions.
"This transaction helps Evolent avoid over $9 million of annual interest expense when compared to retiring the 2025 notes with our committed incremental credit facilities," said John Johnson, Evolent’s Chief Financial Officer, according to the press release statement.
The transaction is expected to close on August 21, 2025, subject to customary closing conditions. The notes and any shares issuable upon conversion will not be registered under the Securities Act and may only be offered or sold through applicable exemptions from registration requirements.
In other recent news, Evolent Health announced its second-quarter 2025 earnings, which fell short of analyst expectations. The company reported an earnings per share (EPS) of -$0.10, significantly missing the anticipated $0.08. Revenue also did not meet forecasts, coming in at $444 million compared to the expected $459.4 million. These results marked a 225% negative surprise for EPS and a 3.28% shortfall in revenue. Additionally, Evolent Health disclosed plans to offer $140 million in convertible senior notes due in 2031, with an option for initial purchasers to acquire an additional $20 million in notes. The notes will be offered exclusively to qualified institutional buyers. These developments indicate a period of financial adjustments for the company. Despite the earnings miss, the company is moving forward with its financing strategy.
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