Item 1.01 Entry into a Material Definitive Agreement

On September 28, 2021, HealthEquity, Inc. (the "Company") and certain of its subsidiaries entered into a purchase agreement with the representative of the initial purchasers named therein (the "Purchase Agreement"), pursuant to which the Company agreed to sell $500 million aggregate principal amount of its 4.500% Senior Notes due 2029 at an issue price of 100% of their aggregate principal amount. The offering is expected to close on October 8, 2021, subject to customary closing conditions.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the initial purchasers, other obligations of the parties and termination provisions.

A copy of the Purchase Agreement is attached as Exhibit 1.1 hereto and is incorporated by reference herein.

The Company intends to use the net proceeds from the offering, together with cash on hand and borrowings under new credit facilities, to refinance outstanding amounts under its existing term loan and/or for general corporate purposes.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibit No.   Description
  1.1           Purchase Agreement, dated as of September 28, 2021, between the
              Company and J.P. Morgan Securities LLC as Representative of the several
              Initial Purchasers listed in Schedule 1 thereto.
104           Cover Page Interactive Data File (formatted in Inline XBRL)




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