--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-012645" form_type: "8-K" ticker: "EVH" cik: "0001628908" company_name: "Evolent Health, Inc." filed_at: "2023-01-23T23:59:59+00:00" generated_at: "2026-06-20T11:48:35.564131+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Evolent closes $387M cash + stock acquisition of Magellan Specialty Health, funded via $265M debt + $168M preferred ## Summary - Acquired Magellan Specialty Health for ~$386.7M cash and 8.47M shares of Class A common stock. - Entered $240M term loan and $25M ABL incremental facility; borrowed at SOFR+6.0% (term) and SOFR+4.0% (revolver). - Issued 175,000 Series A Convertible Preferred shares at $960 each, raising $168M; dividend rate of SOFR+6.0%. - Series A preferred converts at $40/share, redeemable at 165% of liquidation preference after Jan 2025. - Magellan Specialty Health 2021 revenue $694.4M, net income $24.5M; historical financials filed. ## SEC filing metadata - accession: 0001193125-23-012645 - form_type: 8-K - ticker: EVH - cik: 0001628908 - company_name: Evolent Health, Inc. - filed_at: 2023-01-23T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.02, 3.03, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1628908/000119312523012645/0001193125-23-012645-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1628908/000119312523012645/d331612d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-012645 - JSON: https://secwatch.observer/filing/0001193125-23-012645.json - Plain text: https://secwatch.observer/filing/0001193125-23-012645.txt ## Key facts - Debt Financings Evolent Health, Inc. incurred term loan of $240.0 million with Ares Capital Corporation at Adjusted Term SOFR Rate plus 6.00%, or the base rate plus 5.00% maturing sixth anniversary of the Closing Date. - Instrument: term loan - Principal: $240.0 million - Counterparty: Ares Capital Corporation - Rate: Adjusted Term SOFR Rate plus 6.00%, or the base rate plus 5.00% - Maturity: sixth anniversary of the Closing Date - Event: incurrence source text: additional commitments under the Company’s existing term loan facility in an aggregate principal amount equal to $240.0 million evidence_url: https://www.sec.gov/Archives/edgar/data/1628908/000119312523012645/0001193125-23-012645-index.htm - Debt Financings Evolent Health, Inc. incurred credit facility of $25.0 million with Ares Capital Corporation at Adjusted Term SOFR Rate plus 4.00%, or the base rate plus 3.00% maturing sixth anniversary of the Closing Date. - Instrument: credit facility - Principal: $25.0 million - Counterparty: Ares Capital Corporation - Rate: Adjusted Term SOFR Rate plus 4.00%, or the base rate plus 3.00% - Maturity: sixth anniversary of the Closing Date - Event: incurrence source text: additional commitments under the Company’s existing asset-based revolving credit facility in an aggregate principal amount equal to $25.0 million evidence_url: https://www.sec.gov/Archives/edgar/data/1628908/000119312523012645/0001193125-23-012645-index.htm - Governance Changes Evolent Health, Inc.: Filed Certificate of Designation for Series A Preferred Stock, amending the articles of incorporation (effective 2023-01-19). - Change: charter amendment - Effective: 2023-01-19 source text: Each share of Series A Preferred Stock issued to the Purchasers pursuant to the Securities Purchase Agreement has the powers, designations, preferences, and other rights of the Series A Preferred Stock as are set forth in the Certificate of Designation of the Series A Preferred Stock filed by the Company with the Delaware Secretary of State on January 19, 2023 (the “ Certificate of Designation ”), a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1628908/000119312523012645/0001193125-23-012645-index.htm - M&A Transactions Evolent Health, Inc. completed an acquisition involving Magellan Health, Inc. and Magellan Healthcare, Inc. for approximately $386.7 million (closed 2023-01-20). - Action: acquisition - Counterparty: Magellan Health, Inc. and Magellan Healthcare, Inc. - Consideration: approximately $386.7 million - Closing: 2023-01-20 source text: that were used in the Magellan Specialty Health Division. At Closing, EVH LLC paid cash consideration to Magellan Parent and certain of its affiliates of approximately $386.7 million (which is subject to certain post-Closing adjustments) and issued 8,474,576 shares of the Company’s Class A Common Stock (“ Magellan Class A Shares ”) to Magellan Parent. As evidence_url: https://www.sec.gov/Archives/edgar/data/1628908/000119312523012645/0001193125-23-012645-index.htm - Material Agreements Evolent Health, Inc. entered into Securities Purchase Agreement (Series A Convertible Preferred Shares) with the Purchasers listed on Schedule I thereto valued at $168.0 million (effective 2023-01-20). - Action: entry - Agreement: equity purchase - Counterparty: the Purchasers listed on Schedule I thereto - Value: $168.0 million - Effective: 2023-01-20 source text: In connection with the Closing, on January 20, 2023, the Company entered into a Securities Purchase Agreement (Series A Convertible Preferred Shares) with the Purchasers listed on Schedule I thereto (the “ Securities Purchase Agreement ”) pursuant to which the Company offered and sold to the Purchasers an aggregate 175,000 shares of the Company’s newly created Cumulative Series A Convertible Preferred Shares, par value $0.01 per share (the “ Series A Preferred Stock ”), at a purchase price of $960.00 per share, resulting in total gross proceeds to the Company of $168.0 million. evidence_url: https://www.sec.gov/Archives/edgar/data/1628908/000119312523012645/0001193125-23-012645-index.htm - Material Agreements Evolent Health, Inc. entered into Amendment No. 1 with Ares Capital Corporation valued at $25.0 million (effective 2023-01-20). - Action: entry - Agreement: credit facility - Counterparty: Ares Capital Corporation - Value: $25.0 million - Effective: 2023-01-20 source text: On January 20, 2023 (the “ Closing Date ”), Evolent Health, Inc. (the “ Company ”) consummated the transactions (the “ Closing ”) contemplated by the previously announced Stock and Asset Purchase Agreement (the “ Magellan Purchase Agreement ”), dated November 17, 2022, by and among the Company, Evolent Health LLC (“ EVH LLC ”), Magellan Health, Inc. (“ Magellan Parent ”), and Magellan Healthcare, Inc. Amendment No. 1 to Credit Agreement In connection with the Closing, on the Closing Date, the Company entered into Amendment No. 1 (“ Amendment No. 1 ”) to the Credit Agreement, dated as of August 1, 2022, by and between the Lenders party thereto, EVH LLC, as the Administrative Borrower, the other borrowers party thereto, the Company, as the Parent, each other Guarantor party thereto, Ares Capital Corporation (“ Ares ”), as Administrative Agent, and ACF Finco I LP, as Collateral Agent and Revolving Agent (the “ Existing Credit Agreement ”; the Existing Credit Agreement, as amended by Amend evidence_url: https://www.sec.gov/Archives/edgar/data/1628908/000119312523012645/0001193125-23-012645-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.