agilon health, inc. (NYSE: AGL), the trusted partner empowering physicians to transform health care in our communities, today announced the launch of an underwritten secondary public offering of 70,000,000 shares of its common stock by the selling stockholder, CD&R Vector Holdings, L.P., an affiliate of Clayton, Dubilier & Rice, LLC. The selling stockholder expects to grant the underwriters a 30-day option to purchase up to an additional 10,500,000 shares of agilon’s common stock. agilon health will not receive any proceeds from the secondary offering.
In addition, agilon health announced that, subject to the completion of the offering, it intends to purchase approximately $200 million of common stock from the underwriters at the same per share price to be paid by the underwriters to the selling stockholder in the offering, net of underwriting discounts and commissions. 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 the purchase from the underwriters.
J.P. Morgan and Goldman Sachs & Co. LLC are acting as lead book-running managers for the proposed offering.
A shelf registration statement (including a prospectus) relating to these securities has been filed with the SEC and is effective. Before investing, interested parties should read the shelf registration statement and other documents filed with the SEC for information about agilon health and this offering. You may get these documents for free by visiting EDGAR on the SEC website at sec.gov. Alternatively, a copy may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone at (866) 803-9204, or by email at email@example.com; or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by email at firstname.lastname@example.org.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy 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.
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.