CD&R retains 26.6% ownership in agilon
health and enters long-term lockup agreement
agilon health, inc. (NYSE: AGL) (“agilon health”), the trusted
partner empowering physicians to transform health care in our
communities, today announced the pricing of its previously
announced underwritten secondary public offering of 86,884,353
shares of its common stock by the selling stockholders, at a public
offering price of $21.50 per share. Certain selling stockholders
have granted the underwriters a 30-day option to purchase up to an
additional 7,726,955 shares of agilon health’s common stock. This
reflects an upsizing of the previously announced offering of
70,000,000 shares and 10,500,000 option shares granted to the
underwriters. agilon health will not receive any proceeds from the
secondary offering. The offering is expected to close on May 18,
2023, subject to customary closing conditions.
CD&R Vector Holdings, L.P. (“CD&R”), an affiliate of
Clayton, Dubilier & Rice, LLC and a selling stockholder in the
offering, has also entered into a lock-up agreement under which
CD&R has agreed not to sell 100 million shares of agilon
health’s common stock, which represents all of the shares of common
stock CD&R will hold if the underwriters exercise in full their
option to purchase additional shares, for a period of 900 days
after May 15, 2023. Following the completion of the offering,
CD&R will hold approximately 26.6% of our common stock, or
approximately 24.7% if the underwriters exercise in full their
option to purchase additional shares.
In addition, agilon health has agreed, subject to the completion
of the offering, to purchase 9,614,806 of the 86,884,353 shares of
common stock that are the subject of the offering from the
underwriters at the same per share price to be paid by the
underwriters to the selling stockholders in the offering, net of
underwriting discounts and commission. agilon health intends to
fund the purchase with cash on hand. The closing of such purchase
from the underwriters is subject to the closing of the offering.
The closing of the offering is not conditioned upon the closing of
such purchase from the underwriters.
J.P. Morgan, Goldman Sachs & Co. LLC, and BofA Securities
are acting as lead book-running managers for the offering. Wells
Fargo Securities, Deutsche Bank, TD Cowen, Wolfe | Nomura Alliance,
RBC Capital Markets, SVB Securities, Truist Securities and William
Blair are acting as additional book-running managers for the
offering, and Academy Securities, R. Seelaus & Co, Inc.,
Ramirez & Co., Inc. and Siebert Williams Shank are acting as
co-managers for the offering.
agilon health has filed a registration statement (including a
prospectus) with the SEC for the offering to which this
communication relates. Before you invest, you should read the
prospectus in that registration statement and other documents
agilon health has filed with the SEC for more complete information
about agilon health and this offering. You may get these documents
for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, copies of the prospectus may be obtained from: J.P.
Morgan Securities LLC, c/o Broadridge Financial Solutions, Attn:
Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717,
by telephone at (866) 803-9204, or by email at
prospectus-eq_fi@jpmchase.com; or Goldman Sachs & Co. LLC,
Attention: Prospectus Department, 200 West Street, New York, New
York 10282, by telephone at 1-866-471-2526, by facsimile at
212-902-9316, or by email atprospectus-ny@ny.email.gs.com; or BofA
Securities, Attention: Prospectus Department, NC1-002-02-25, 201
North Tryon, Charlotte, NC 28255, or by email at
dg.prospectus_requests@bofa.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. Any offers, solicitations or offers to buy,
or any sales of securities will be made in accordance with the
registration requirements of the Securities Act of 1933, as
amended.
“Wolfe | Nomura Alliance” is the marketing name used by Wolfe
Research Securities and Nomura Securities International, Inc. in
connection with certain equity capital markets activities conducted
jointly by the firms. Both Nomura Securities International, Inc.
and WR Securities, LLC are serving as underwriters in the offering
described herein. In addition, WR Securities, LLC and certain of
its affiliates may provide sales support services, investor
feedback, investor education, and/or other independent equity
research services in connection with this offering.
About agilon health
agilon health is the trusted partner empowering physicians to
transform health care in our communities. Through our partnerships
and purpose-built platform, agilon is accelerating at scale how
physician groups transition to a value-based Total Care Model for
senior patients. agilon provides the technology, people, capital,
process, and access to a peer network of 2,700+ PCPs that allow
physician groups to maintain their independence and focus on the
total health of their most vulnerable patients. Together, agilon
and its physician partners are creating the healthcare system we
need – one built on the value of care, not the volume of fees. The
result: healthier communities and empowered doctors. agilon is the
trusted partner in 30+ diverse communities and is here to help more
of our nation's leading physician groups and health systems have a
sustained, thriving future.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the
proposed offering and repurchase. No assurance can be given that
the offering discussed above will be completed on the terms
described, or at all. Forward-looking statements are subject to
numerous conditions, many of which are beyond the control of agilon
health, including those set forth in the Risk Factors section of
agilon health’s most recent Annual Report on Form 10-K and in the
registration statement for this offering and the related prospectus
supplement, as filed with the Securities and Exchange Commission.
Copies are available on the SEC’s website at www.sec.gov.
agilon health undertakes no obligation to update these
statements for revisions or changes after the date of this press
release, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230515005925/en/
Investor Contact Matthew Gillmor VP, Investor Relations
investor.relations@agilonhealth.com
Media Contact Megan Strothman Director, Communications
& Public Affairs media@agilonhealth.com
Agilon Health (NYSE:AGL)
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