Alignment Healthcare Reports Material Agreements & Equity Sales

TL;DR

Alignment Healthcare filed an 8-K detailing new deals, terminated agreements, and equity sales.

AI Summary

Alignment Healthcare, Inc. filed an 8-K on November 25, 2024, reporting on several material events as of November 22, 2024. These include entering into and terminating material definitive agreements, creating direct financial obligations, and unregistered sales of equity securities. The filing also includes financial statements and exhibits.

Why It Matters

This filing indicates significant changes in Alignment Healthcare's contractual and financial obligations, potentially impacting its operational structure and financial health.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Alignment Healthcare, Inc. (company) — Registrant
• November 22, 2024 (date) — Earliest event reported
• November 25, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share ALHC The NASDAQ Stock Market
• $330,000,000 — he "Company") has completed the sale of $330,000,000 aggregate principal amount of its 4.25%
• $321.05 m — the sale of the Notes was approximately $321.05 million, after subtracting fees, discount
• $215 million — gregate principal amount outstanding of $215 million. On November 22, 2024, the Company ca

Filing Documents

• alhc-20241122.htm (8-K) — 32KB
• alignment-convertiblenotes.htm (EX-4.1) — 906KB
• 0001628280-24-049159.txt ( ) — 1201KB
• alhc-20241122.xsd (EX-101.SCH) — 2KB
• alhc-20241122_lab.xml (EX-101.LAB) — 22KB
• alhc-20241122_pre.xml (EX-101.PRE) — 13KB
• alhc-20241122_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

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-K filed 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 i

02 Termination of a Definitive Material Agreement

Item 1.02 Termination of a Definitive Material Agreement. As previously disclosed, on September 2, 2022, the Company and certain of its subsidiaries entered into a term loan agreement (the "Oxford Loan Agreement") with Oxford Finance LLC ("Oxford") and certain other lenders. Term loans under the Oxford Loan Agreement carried interest at SOFR + 6.5%, and as of November 22, 2024, had an aggregate principal amount outstanding of $215 million. On November 22, 2024, the Company caused the full amount of principal and interest outstanding under the term loans to be repaid and, in connection with such repayment, the lenders released all liens on the Company's assets. Following the repayment, the Oxford Loan Agreement was terminated in its entirety. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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 were issued 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 pursuant to which the Notes were sold, 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. 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 anticipated use of net proceeds from 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 could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to attract new members and enter new markets, including the need for certain governmental approvals; our ability to maintain a high rating for our plans on the Five Star Quality Rating Syste

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 4.1 Indenture dated November 22, 2024, by and among the Company, U.S. Bank Trust Company, National Association, as trustee, governing the 4.25% Convertible Senior Notes due 2029 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 25, 2024 By: /s/ Thomas Freeman Thomas Freeman Chief Financial Officer

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View this 8-K filing on SEC EDGAR