{"schema_version":"secwatch.filing_event.v1","accession":"0001628908-23-000192","form_type":"8-K","ticker":"EVH","cik":"0001628908","company_name":"Evolent Health, Inc.","filed_at":"2023-12-11T23:59:59+00:00","discovered_at":"2026-05-14T18:03:29.838768+00:00","generated_at":"2026-06-07T14:54:54.336629+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Evolent Health issues $402.5M convertible notes at 3.50%, repays $405M term loan","bullets":["Issued $402.5M aggregate principal of 3.50% convertible senior notes due 2029; net proceeds ~$390.2M.","Initial conversion price ~$38.00/share, a 42.5% premium over Dec 5 closing price of Class A common stock.","Proceeds used to prepay $405.0M term loan principal plus $9.1M accrued interest and $10.1M prepayment premium.","Notes convertible into up to 10.59M shares of Class A common stock; Company may elect cash or shares upon conversion.","Credit agreement amended to permit note issuance; $37.5M remains outstanding on revolving credit facility."],"urls":{"canonical":"https://secwatch.observer/filing/0001628908-23-000192","json":"https://secwatch.observer/filing/0001628908-23-000192.json","markdown":"https://secwatch.observer/filing/0001628908-23-000192.md","text":"https://secwatch.observer/filing/0001628908-23-000192.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1628908/000162890823000192/0001628908-23-000192-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1628908/000162890823000192/evh-20231205.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-07T14:54:54.336629+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"e55d36c3f5532827165ba3c888c35b9311ef3496","claim":"Evolent Health, Inc. incurred convertible notes of $402.5 million aggregate principal amount of notes were issued at an issue price of 100.00% of par with Goldman Sachs & Co. LLC and Oppenheimer & Co. Inc., as representatives of the several initial purchasers at 3.50% per annum maturing December 1, 2029.","evidence_excerpt":"amount of notes, which the Purchasers exercised in full on December 6, 2023. The closing of the Private Placement of the notes occurred on December 8, 2023 and a total of $402.5 million aggregate principal amount of notes were issued at an issue price of 100.00% of par for net proceeds of approximately $390.2 million, after deducting fees and estimated expenses.","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1628908/000162890823000192/0001628908-23-000192-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"$402.5 million aggregate principal amount of notes were issued at an issue price of 100.00% of par"},{"label":"Counterparty","value":"Goldman Sachs & Co. LLC and Oppenheimer & Co. Inc., as representatives of the several initial purchasers"},{"label":"Rate","value":"3.50% per annum"},{"label":"Maturity","value":"December 1, 2029"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"6b7d0d07f00b9ad5820f90c14da5da22ac8d18a1","claim":"Evolent Health, Inc. entered into Purchase Agreement with Goldman Sachs & Co. LLC and Oppenheimer & Co. Inc., as representatives of the several initial purchasers valued at $350.0 million aggregate principal amount (effective 2023-12-05).","evidence_excerpt":"On December 5, 2023, Evolent Health, Inc. (the “Company” or “we”) entered into a purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC and Oppenheimer & Co. Inc., as representatives of the several initial purchasers listed therein (collectively, the “Purchasers”), relating to the issuance and sale of $350.0 million aggregate principal amount of its 3.50% convertible senior notes due 2029 (the “notes”) in a private placement","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1628908/000162890823000192/0001628908-23-000192-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"Goldman Sachs & Co. LLC and Oppenheimer & Co. Inc., as representatives of the several initial purchasers"},{"label":"Value","value":"$350.0 million aggregate principal amount"},{"label":"Effective","value":"2023-12-05"}],"fact_type":"material_agreement"},{"claim_id":"cc4ae267770887117cbf9463893060a428f27f91","claim":"Evolent Health, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $402.5 million aggregate principal amount (effective 2023-12-08).","evidence_excerpt":"The notes were issued under an Indenture (the “Indenture”) dated as of December 8, 2023 between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1628908/000162890823000192/0001628908-23-000192-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"U.S. Bank Trust Company, National Association"},{"label":"Value","value":"$402.5 million aggregate principal amount"},{"label":"Effective","value":"2023-12-08"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}