Item 1.01. Entry into a Material Definitive Agreement

Background



As previously disclosed, on August 13, 2020, Evolent Health, Inc. (the
"Company") entered into privately negotiated exchange and/or subscription
agreements with certain holders of its outstanding 2.00% Convertible Senior
Notes due 2021 (the "2021 Notes") and certain new investors to exchange $84.2
million aggregate principal amount of the 2021 Notes for $84.2 million aggregate
principal amount of 3.50% Convertible Senior Notes due 2024 (the "New Notes")
and an aggregate cash payment of $2.5 million (the "Exchange Transactions"), and
issue $32.8 million aggregate principal amount of New Notes for cash at par (the
"Subscription Transactions"). The Company also entered into agreements with
holders of 2021 Notes to repurchase an aggregate $14.0 principal amount of 2021
Notes (the "2021 Note Repurchase"). The closing of the Exchange Transactions and
Subscription Transactions occurred on August 19, 2020. The 2021 Note Repurchase
closed immediately following the closing of the Exchange Transactions and the
Subscription Transactions.

Indenture

The New Notes were issued under an Indenture (the "Indenture") dated as of
August 19, 2020 between the Company and U.S. Bank National Association, as
trustee (the "Trustee"). Pursuant to the terms of the Indenture, interest on the
New Notes will be payable semiannually in arrears on December 1 and June 1 of
each year, beginning on December 1, 2020, at a rate equal to 3.50% per annum.
The New Notes will mature on December 1, 2024, unless earlier repurchased,
redeemed or converted in accordance with their terms prior to such date.

The New Notes will be convertible into cash, shares of the Company's Class A
common stock, or a combination of cash and shares of the Company's Class A
common stock, at the Company's election, based on an initial conversion rate of
54.8667 shares of Class A common stock per $1,000 principal amount of New Notes,
which is equivalent to an initial conversion price of approximately $18.23 per
share of Class A common stock. The initial conversion price represents a premium
of approximately 30% over the closing price of the Class A common stock on the
New York Stock Exchange on August 13, 2020. In the aggregate, the New Notes will
be initially convertible into 6,422,202 shares of the Company's Class A common
stock (excluding any shares issuable by the Company upon a conversion in
connection with a make-whole fundamental change or a notice of redemption as
described in the Indenture). The conversion rate may be adjusted under certain
circumstances. Upon conversion, the Company will pay or deliver, as the case may
be, cash, shares of the Company's Class A common stock or a combination of cash
and shares of the Company's Class A common stock, at the Company's election.

Holders of the New Notes may require the Company to repurchase all or part of
their New Notes upon the occurrence of a fundamental change at a price equal to
100.00% of the principal amount of the New Notes being repurchased, plus any
accrued and unpaid interest to, but excluding, the fundamental change repurchase
date. The Company may not redeem the New Notes prior to March 1, 2023. The
Company may redeem for cash all or any portion of the New Notes, at its option,
on or after March 1, 2023, if the last reported sale price of the Company's
Class A common stock has been at least 130.00% of the conversion price then in
effect for at least 20 trading days (whether or not consecutive) during any 30
consecutive trading day period (including the last trading day of such period)
ending on, and including, the trading day immediately preceding the date on
which the Company provides notice of redemption, at a redemption price equal to
100.00% of the principal amount of the New Notes to be redeemed, plus accrued
and unpaid interest to, but excluding, the redemption date. No "sinking fund" is
provided for the New Notes.


--------------------------------------------------------------------------------

The foregoing description of the Indenture and the New Notes does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Indenture and the form of 3.50% Convertible Senior Note due 2024, copies of
which are filed as Exhibit 4.1 and Exhibit 4.2 hereto, respectively.

This report shall not constitute an offer to sell or a solicitation of an offer
to buy the securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
securities law of any such jurisdiction.

First Amendment to Credit Agreement



On August 19, 2020, an amendment to the Company's existing senior secured credit
facility (the "Credit Facility Amendment") among the Company, Evolent Health
LLC, its subsidiaries signatory thereto or thereafter designated as guarantors,
Ares Capital Corporation and the lenders from time to time party thereto, became
effective. The Credit Facility Amendment effects changes that, among other
things, permit the issuance of the New Notes and the Company's use of cash to
facilitate the exchange transaction described above, permit the 2021 Note
Repurchase and certain other note repurchases, as well implement amendments to
certain liquidity thresholds.

The foregoing description of the Credit Facility Amendment does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Credit Facility Amendment, a copy of which is filed as Exhibit 10.1 hereto.

Item 2.03 Creation of a Direct Financial Obligation.

The information set forth under the heading "Indenture" in Item 1.01 of this report is incorporated by reference into this Item 2.03.

Item 9.01 - Financial Statements and Exhibits



(d) Exhibits

      Exhibit Number                                          Description
           4.1                     Indenture, dated as of August 19, 2020, by and between Evolent
                                 Health, Inc. and U.S. Bank National Association, as trustee.
           4.2                   Form of 3.50% Convertible Senior Note due 2024 (included as Exhibit A
                                 to Exhibit 4.1).
           10.1                    First Amendment to Credit Agreement,

dated as of August 13, 2020, by


                                 and among Evolent Health, Inc., Evolent Health LLC, its subsidiaries
                                 signatory thereto or thereafter designated as guarantors, the lenders
                                 from time to time party thereto and Ares Capital Corporation,
                                 administrative agent and collateral agent for the lenders.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses