Alignment Healthcare Files 8-K with Material Agreements

TL;DR

ALGN filed an 8-K on Nov 15th covering material agreements and equity sales. Check for details.

AI Summary

Alignment Healthcare, Inc. filed an 8-K on November 15, 2024, reporting on a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. The filing includes financial statements and exhibits related to events on November 14, 2024. The company is incorporated in Delaware and headquartered in Orange, California.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes for Alignment Healthcare, Inc., requiring investor attention.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered sales of equity securities can introduce new risks or alter existing ones for the company.

Key Numbers

• 001-40295 — SEC File Number (Identifies the company's filing history with the SEC.)
• 46-5596242 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Alignment Healthcare, Inc. (company) — Registrant
• 0001628280-24-048032 (filing_id) — Accession Number
• November 14, 2024 (date) — Earliest event reported
• November 15, 2024 (date) — Filing Date
• Delaware (jurisdiction) — State of Incorporation
• Orange, California (location) — Principal Executive Offices
• 1100 W. Town and Country Road, Suite 1600 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share ALHC The NASDAQ Stock Market
• $330 million — ursuant to which the Company will issue $330 million aggregate principal amount of 4.25% Con
• $1,000 — 3539 shares of Company common stock per $1,000 principal amount of the Notes (subject
• $16.04 — itial conversion price of approximately $16.04 per share. The initial conversion price
• $321.05 m — m the transaction will be approximately $321.05 million, after subtracting fees, discount
• $75 million — all of the outstanding Notes, at least $75 million aggregate principal amount of Notes mus
• $105 million — ing September 30, 2024 of approximately $105 million. The information in this Item 7.01 an

Filing Documents

• alhc-20241114.htm (8-K) — 38KB
• nov2024alignmentconvertibl.htm (EX-4.1) — 902KB
• alignment-subscriptionagre.htm (EX-10.1) — 186KB
• alhc-signingpressreleasepw.htm (EX-99.1) — 13KB
• image_0.jpg (GRAPHIC) — 6KB
• 0001628280-24-048032.txt ( ) — 1455KB
• alhc-20241114.xsd (EX-101.SCH) — 2KB
• alhc-20241114_lab.xml (EX-101.LAB) — 22KB
• alhc-20241114_pre.xml (EX-101.PRE) — 13KB
• alhc-20241114_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Subscription Agreements On November 14, 2024, Alignment Healthcare, Inc. (the "Company") entered into privately negotiated subscription agreements (the "Subscription Agreements") with certain investors (the "Investors"), pursuant to which the Company will issue $330 million aggregate principal amount of 4.25% Convertible Senior Notes due 2029 (the "Notes"). The Notes will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The transaction is expected to close on November 22, 2024, subject to customary closing conditions. The Indenture The Notes will be issued pursuant to an indenture (the "Indenture") between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes will be senior, unsecured obligations of the Company, and interest will be payable semi-annually in arrears at a rate of 4.25% per annum on May 15 and November 15 of each year, beginning on May 15, 2025. The Notes will mature on November 15, 2029, unless earlier repurchased, redeemed or converted in accordance with their terms. Prior to the close of business on the business day immediately preceding August 15, 2029, the Notes will be convertible at the option of holders during certain periods, upon satisfaction of certain conditions. On or after August 15, 2029, the Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled in shares of Company common stock, cash or a combination of cash and shares of Company common stock, at the Company's election. The Notes will have an initial conversion rate of 62.3539 shares of Company common stock per $1,000 principal amount of the Notes (subject to adjustment for certain events). This represents an initial conversion price of approximat

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Notes will be offered and sold pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company is relying on this exemption from registration in part based on representations made by the Investors in the Notes in the Subscription Agreements, including representations that each such Investor is an institutional "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act as well as a "qualified institutional buyer" as defined in Rule 144A under the Securities Act.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 14, 2024, the Company issued a press release announcing the convertible notes transaction. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. Excluding the effects of the convertible notes transaction and consistent with prior comments, the Company expects year-end cash at the parent would have been approximately the same or higher as parent cash for the quarter ending September 30, 2024 of approximately $105 million. The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements concerning the estimated net proceeds of the offering, the anticipated use of such net proceeds and the expected closing of the offering . Forward-looking statements are subject to risks and uncertainties and are based on assumptions that may prove to be inaccurate, which could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. Important risks and uncertainties that

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 4.1 Form of Indenture 10.1 Form of Subscription Agreement 99.1 Press Release dated November 15, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. Alignment Healthcare, Inc. Date: November 15, 2024 By: /s/ Thomas Freeman Thomas Freeman Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR