---
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"
generated_at: "2026-06-07T14:54:54.336629+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Evolent Health issues $402.5M convertible notes at 3.50%, repays $405M term loan

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628908-23-000192
- JSON: https://secwatch.observer/filing/0001628908-23-000192.json
- Plain text: https://secwatch.observer/filing/0001628908-23-000192.txt

## Key facts
- Debt Financings
  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.
  - Instrument: convertible notes
  - Principal: $402.5 million aggregate principal amount of notes were issued at an issue price of 100.00% of par
  - Counterparty: Goldman Sachs & Co. LLC and Oppenheimer & Co. Inc., as representatives of the several initial purchasers
  - Rate: 3.50% per annum
  - Maturity: December 1, 2029
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1628908/000162890823000192/0001628908-23-000192-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Goldman Sachs & Co. LLC and Oppenheimer & Co. Inc., as representatives of the several initial purchasers
  - Value: $350.0 million aggregate principal amount
  - Effective: 2023-12-05
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1628908/000162890823000192/0001628908-23-000192-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Value: $402.5 million aggregate principal amount
  - Effective: 2023-12-08
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1628908/000162890823000192/0001628908-23-000192-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.