1Life Healthcare (One Medical) Announces Pricing of $275 Million of Convertible Senior Notes Due 2025
May 26 2020 - 11:30PM
1Life Healthcare, Inc. (One Medical) (Nasdaq: ONEM) today announced
the pricing of $275 million aggregate principal amount of
3.00% convertible senior notes due 2025 in a private placement to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). The size
of the offering was increased from the previously announced $250
million. One Medical also granted the initial purchasers of the
notes a 13-day option to purchase up to an additional $41.25
million principal amount of notes on the same terms and
conditions. The sale of the notes is expected to close on May
29, 2020, subject to customary closing conditions.
The notes will be general unsecured obligations of One Medical
and bear interest at a rate of 3.00% per annum, payable
semi-annually in arrears on June 15 and December 15 of
each year, beginning on December 15, 2020. The notes will
mature on June 15, 2025, unless earlier converted, redeemed or
repurchased. The initial conversion rate will be 22.5052 shares of
One Medical’s common stock per $1,000 principal amount of
notes (equivalent to an initial conversion price of
approximately $44.43 per share). The initial conversion price
of the notes represents a premium of approximately 30% over the
last reported sale price of One Medical’s common stock on
The Nasdaq Global Select Market on May 26, 2020. The
notes will be convertible into cash, shares of One Medical’s common
stock or a combination of cash and shares of One Medical’s common
stock, at One Medical’s election.
One Medical may redeem, for cash, all or part of the notes, at
its option, on or after June 20, 2023 and prior to March 15,
2025 if the last reported sale price of One Medical’s common stock
has been at least 130% of the conversion price then in effect for
at least 20 trading days (whether or not consecutive) during any 30
consecutive day trading period (including the last trading day of
such period) ending on, and including, the trading day immediately
preceding the date One Medical provides notice of redemption, at a
redemption price equal to 100% of the principal amount of the notes
to be redeemed, plus accrued and unpaid interest to, but excluding,
the redemption date. If One Medical undergoes a "fundamental
change," then, subject to limited exceptions, holders of the notes
may require One Medical to repurchase for cash all or any portion
of their notes at a repurchase price equal to 100% of the principal
amount of the notes to be repurchased, plus accrued and unpaid
interest to, but excluding, the repurchase date. In addition,
following certain corporate events that occur prior to the maturity
date or if One Medical delivers a notice of redemption, One Medical
will, in certain circumstances, increase the conversion rate for
holders who convert notes in connection with such a corporate event
or convert its notes called for redemption during the related
redemption period, as the case may be.
One Medical estimates that the net proceeds from the offering
will be approximately $266.6 million (or $306.7
million if the initial purchasers exercise their option to
purchase additional notes in full), after deducting the initial
purchasers' discounts and commissions and estimated expenses
payable by One Medical. One Medical intends to use the net proceeds
from the offering for general corporate purposes, including working
capital, business development, sales and marketing activities and
capital expenditures. One Medical may also use a portion or all of
the net proceeds from this offering for the acquisition or
strategic investments in complementary businesses, services,
products or technologies, although it has no current agreements or
commitments for any material acquisitions or strategic investments
of any businesses, services, products or technologies.
Neither the notes, nor any shares of One Medical common stock
issuable upon conversion of the notes, have been registered under
the Securities Act or any state securities laws, and unless so
registered, may not be offered or sold in the United
States absent registration or an applicable exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale of the 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.
About One Medical
One Medical is a membership-based primary care platform with
seamless digital health and inviting in-office care, convenient to
where people work, shop, live and click. One Medical’s mission is
to transform health care for all through a human-centered,
technology-powered model. Headquartered in San Francisco, 1Life
Healthcare, Inc. is the administrative and managerial services
company for the affiliated One Medical physician owned professional
corporations that deliver medical services in-office and virtually.
1Life and the One Medical entities do business under the “One
Medical” brand.Forward-Looking Statements
Certain of the statements made in this press release are forward
looking, such as those, among others, statements concerning the
expected closing of the offering and the anticipated use of the net
proceeds from the offering. Actual results or developments may
differ materially from those projected or implied in these
forward-looking statements. Factors that may cause such a
difference include, without limitation, risks and uncertainties
related to the satisfaction of customary closing conditions related
to the notes offering and the impact of general economic, industry
or political conditions in the United States or
internationally. There can be no assurance that One Medical will be
able to complete the notes offering on the anticipated terms, or at
all. You should not place undue reliance on these forward-looking
statements as predictions of future events, which statements apply
only as of the date of this press release. Additional risks and
uncertainties relating to the offering, One Medical and its
business can be found under the heading "Risk Factors" in One
Medical’s Annual Report on Form 10-K for the year ended December
31, 2019, filed with the Securities and Exchange Commission on
March 27, 2020, and in the Quarterly Report on Form 10-Q for the
quarter ended March 31, 2020, filed with the Securities and
Exchange Commission on May 14, 2020. Forward-looking statements
represent One Medical’s beliefs and assumptions only as of the date
of this press release. One Medical expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in its expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, except as may be required under applicable
law.
Investor Contacts: Rose Salzwedel, One Medical
Director of Investor Relations investor@onemedical.com (206)
331-2211
Westwicke Bob East or Asher Dewhurst (443) 223-0500
Media Contact: Kristina Skinner, One Medical
Director of External Communications press@onemedical.com (650)
743-5187
1Life Healthcare (NASDAQ:ONEM)
Historical Stock Chart
From Jun 2024 to Jul 2024
1Life Healthcare (NASDAQ:ONEM)
Historical Stock Chart
From Jul 2023 to Jul 2024