Alignment Healthcare Inc.
11/25/2024 | Press release | Distributed by Public on 11/25/2024 15:45
Private Placement Form 8 K
Item 1.01 Entry into a Material Definitive Agreement.
The Indenture
Alignment Healthcare, Inc. (the "Company") has completed the sale of $330,000,000 aggregate principal amount of its 4.25% Convertible Senior Notes due 2029 (the "Notes"), which the Company had previously announced on November 15, 2024. The Notes were issued pursuant to an indenture (the "Indenture"), dated as of November 22, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The description of the Indenture and the Notes included in the first, second, third, fifth, sixth, and seventh paragraphs under the sub-heading titled "The Indenture" Item 1.01 of the Current Report on Form 8-Kfiled by the Company on November 15, 2024 is hereby incorporated herein by reference. The net cash proceeds from the sale of the Notes was approximately $321.05 million, after subtracting fees, discounts and estimated expenses in connection with the transaction. The Company has used proceeds from the sale of the Notes to lower its cost of capital by repaying the Company's existing term loan facility, as described in Item 1.02 of this Current Report on Form 8-K, and intends to use the remaining proceeds for general corporate purposes.
The foregoing descriptions of the Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the Indenture (including the form of Note included therein), a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell, nor is it a solicitation of an offer to buy, any of these securities (including the shares of the Company's common stock, if any, issuable upon conversion of the Notes) and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
The Notes and any shares of the Company's common stock issuable upon conversion of the Notes have not been registered under the Securities Act, or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.