Evolent Health acquires NIA for $650M; targets $85M EBITDA by 2024

Evolent Health, Inc.

Total consideration of $650M upfront plus up to $150M earnout based on 2023 performance.
$250M of upfront paid in Evolent stock at $29.50/share (24% premium to prior close); sellers subject to lock-up.
Acquisition expected to add $85M run-rate Adjusted EBITDA by Q4 2024, including $20M from expanded Centene contracts through 2027.
Deal funded with $265M debt facilities from Ares ($25M ABL + $240M term loan) and $175M convertible preferred stock from Ares.
Evolent sees cross-sell opportunity expand from $16B to $50B; CEO says accretive to margins and cash flow.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Evolent Health, Inc. entered into Stock and Asset Purchase Agreement with Magellan Health, Inc. and Magellan Healthcare, Inc. valued at $650,000,000 (effective 2022-11-17).

Action: entry
Agreement: asset purchase
Counterparty: Magellan Health, Inc. and Magellan Healthcare, Inc.
Value: $650,000,000
Effective: 2022-11-17

Exact text from the filing

”), Evolent Health LLC, a Delaware limited liability company (“ EVH LLC ” and, together with EVH, Inc., the “ Evolent Entities ”), entered into a Stock and Asset Purchase Agreement (the “ Purchase Agreement ”) with Magellan Health, Inc., a Delaware corporation (“ Magellan Parent ”) and Magellan Healthcare, Inc., a Delaware corporation (“ Magellan ” and together with Magellan Parent (and all applicable subsidiaries), the “ Magellan Entities ”), pursuant to which, subject to the satisfaction or waiver of certain conditions, EVH LLC will (i) acquire all of the outstanding shares of capital stock of National Imaging Associates, Inc., a Delaware corporation and wholly-owned subsidiary of Magellan, and (ii) acquire certain assets held by Magellan Parent and/or certain of its subsidiaries that are used in the Magellan Specialty Health Division (the “ Business ” and such transactions are referre

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Evolent Health, Inc. filing history →

Source: SEC EDGAR

accession 0001628908-22-000154

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