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HealthEquity Announces Closing of Follow-On Offering and Over-Allotment Option

/EIN News/ -- DRAPER, Utah, July 12, 2019 (GLOBE NEWSWIRE) -- HealthEquity, Inc. (NASDAQ: HQY), the nation’s largest independent health savings account non-bank custodian, today announced the closing of the underwritten public offering of 7,762,500 shares of its common stock (including 1,012,500 shares of its common stock pursuant to the exercise in full by the underwriters of their over-allotment option). The gross proceeds to HealthEquity from the offering are $473,512,500. HealthEquity intends to use the net proceeds from the offering, together with cash on hand and debt financing, to fund the merger consideration for its pending acquisition of WageWorks, Inc. (“WageWorks”), including fees and expenses related thereto, or for general corporate purposes if the acquisition is not consummated. The offering is not contingent on the consummation of the pending acquisition, and the pending acquisition is not conditioned on the closing of the offering.

Wells Fargo Securities, LLC is acting as lead book-running manager for the offering. Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Citigroup Global Markets Inc., RBC Capital Markets, LLC and SunTrust Robinson Humphrey, Inc. are acting as book-running managers for the offering. The offering is being made only by means of the applicable prospectus supplement and accompanying prospectus. You may obtain copies of these documents without charge from the Securities and Exchange Commission (the “SEC”). Alternatively, you may request these documents from Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 375 Park Avenue, New York, New York 10152 or by telephone at (800) 326-5897, or by email at cmclientsupport@wellsfargo.com; Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204; Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, at +1 (800) 831-9146; RBC Capital Markets, LLC, Attention: Equity Syndicate Department, 200 Vesey Street, 8th Floor, New York, NY 10281, at 1-877-822-4089 or by email at equityprospectus@rbccm.com; or SunTrust Robinson Humphrey, Inc. 3333 Peachtree Road NE, 9th Floor, Atlanta GA 30326, Attn: Prospectus Department, toll-free: 404-926-5744 or by email: strh.prospectus@suntrust.com. The shares of HealthEquity’s common stock are being offered pursuant to an effective shelf registration statement filed with the SEC on September 7, 2018.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any shares of HealthEquity’s common stock, nor will there be any sale of shares of HealthEquity’s common stock in any jurisdiction in which such offer, solicitation or sale is not authorized or to any person to whom it is unlawful to make such offer, solicitation or sale. Any offer, solicitation or sale of shares of HealthEquity’s common stock will be made only by means of the applicable prospectus supplement and the accompanying prospectus.

About HealthEquity

HealthEquity connects health and wealth, delivering health savings account (HSA) and other consumer driven health and retirement solutions in partnership with over 45,000 employers and 141 health, retirement and other benefit plan providers nationwide. HealthEquity members have access to its end-to-end platform and remarkable “purple” service to become consumers of healthcare while building health and retirement savings for tomorrow. HealthEquity is the custodian of $8.3 billion in assets for 4.1 million HSA members nationwide.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the offering described herein, the proposed merger between HealthEquity and WageWorks, HealthEquity’s expectations regarding debt repayment, projections as to the closing of the proposed merger and the anticipated benefits of the proposed merger and the offering described herein. Forward-looking statements reflect current expectations regarding future events, results or outcomes, and are typically identified by words such as “estimate,” “project,” “predict,” “will,” “would,” “should,” “could,” “may,” “might,” “anticipate,” “plan,” “intend,” “believe,” “expect,” “aim,” “goal,” “target,” “objective,” “likely” or similar expressions that convey the prospective nature of events or outcomes. Factors that could cause actual results to differ include, but are not limited to: the risk that the proceeds are not able to be used for the purposes stated as a result of unforeseen circumstances, the conditions to the completion of the proposed merger, including the receipt of all required regulatory approvals and approval of the stockholders of WageWorks; HealthEquity’s ability to finance the proposed transaction and its ability to generate sufficient cash flows to service and repay such debt; the ability of HealthEquity to successfully integrate WageWorks’ operations with those of HealthEquity; that such integration may be more difficult, time-consuming or costly than expected; that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers or suppliers) may be greater than expected following the proposed merger or the public announcement of the proposed merger; and the retention of certain key employees of WageWorks may be difficult. Although HealthEquity believes that the expectations reflected in the forward-looking statements are reasonable, HealthEquity can give you no assurance these expectations will prove to be correct. Actual events, results and outcomes may differ materially from expectations due to a variety of known and unknown risks, uncertainties and other factors, including those described above. For a detailed discussion of other risk factors, please refer to the risks detailed in HealthEquity’s and WageWorks’ respective filings with the Securities and Exchange Commission, including, without limitation, each company’s most recent Annual Report on Form 10-K and subsequent periodic and current reports. Neither HealthEquity nor WageWorks undertakes any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements should not be relied upon as representing views as of any date subsequent to the date of this press release.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Contacts:

Investor Relations Contact
Richard Putnam
801-727-1209
rputnam@healthequity.com                

Media Contact
Stephanie Sonoda
801-727-1243
pr@healthequity.com

Sydney Issacs
Abernathy MacGregor
713-999-5104
sri@abmac.com

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