8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 8-K

_________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

December 8, 2017

Date of Report (Date of earliest event reported)  

Evolent Health, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	001-37415	32-0454912
(State or other jurisdiction of incorporation or organization)	Commission File Number:	(IRS Employer Identification No.)
	800 N. Glebe Road, Suite 500, Arlington, Virginia 22203
	(Address of principal executive offices)(zip code)

(571) 389-6000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☒

Item 8.01. Other Events.

On December 8, 2017, Evolent Health, Inc. issued a press release announcing the termination of the previously announced Stock Purchase Agreement, dated October 31, 2017, among Evolent Health, Inc., Premier Health Partners and certain other parties thereto.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

The following documents are filed as exhibits to this report:

Exhibit
Number	Description of Exhibit
99.1	Press Release of Evolent Health, Inc., dated December 8, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EVOLENT HEALTH, INC.
By:	/s/ Jonathan Weinberg
Name:	Jonathan Weinberg
Title:	General Counsel and Secretary

Dated: December 8, 2017

EXHIBIT INDEX

Exhibit
Number	Description of Exhibit
99.1	Press Release of Evolent Health, Inc., dated December 8, 2017.

EX-99.1

Evolent Health and Premier Health Announce Termination of Agreement

for Acquisition of Premier Health Plan

WASHINGTON, D.C., December 8, 2017- Evolent Health, a company providing an integrated value-based care platform to the nation's leading health systems and physician organizations, today announced that Evolent and Premier Health have terminated the stock purchase agreement whereby Evolent was to purchase Premier Health Plan. The two parties were unable to reach terms on the related party agreements.

Evolent will continue to provide services and support in accordance with the existing administrative agreement for the employee self-insured, Medicare Advantage and commercial large group health plans that Premier will continue to own and operate.

Premier and Evolent look forward to continuing to collaborate on value-based services covered by their present agreement as Premier continues to explore strategic options for its health plan business.

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About Evolent Health

Evolent Health partners with leading provider organizations to achieve superior clinical and financial results in value-based care. With a provider heritage and over 20 years of health plan administration experience, Evolent operates in more than 30 U.S. health care markets, actively managing care across Medicare, Medicaid, commercial and self-funded adult and pediatric populations. With the experience to drive change, Evolent confidently stands by a commitment to achieve results. For more information, visit evolenthealth.com.

About Premier Health

Based in Dayton, Ohio, Premier Health (www.premierhealth.com) has a mission to improve the health of the communities it serves. The health system operates four hospitals: Miami Valley Hospital with an additional site at Miami Valley Hospital South, Good Samaritan Hospital, Atrium Medical Center and Upper Valley Medical Center. In addition, the health system offers a large primary and specialty care network, along with home health services. The health system is the second largest employer in the region and the largest health-care system in Southwest Ohio.

Media Contacts

Investor Relations:

Bob East, 443.213.0502, bob.east@westwicke.com

Evolent Health:

Kim Conquest, 540.435.2095, kconquest@evolenthealth.com

Premier Health:

Ben Sutherly, 937.499.5261, bwsutherly@premierhealth.com