HealthEquity Announces Pricing of Public Offering of Common Stock

Rhea-AI Summary

HealthEquity, Inc. (NASDAQ: HQY) announced a public offering of 5 million shares at a pricing that could yield gross proceeds of $401.5 million, expected to close on February 19, 2021. BofA Securities is the sole book-running manager for the offering, which is aimed at acquisitions, debt repayment, and general corporate purposes. Additionally, BofA has a 30-day option for another 750,000 shares. The offering is part of an effective shelf registration filed with the SEC.

Positive

• Gross proceeds from the offering expected to be $401.5 million.
• Funds intended for acquisitions, debt repayment, and corporate purposes.

Negative

• Potential dilution of existing shares due to the offering.
• Market reaction uncertainty surrounding the offering.

DRAPER, Utah, Feb. 16, 2021 (GLOBE NEWSWIRE) -- HealthEquity, Inc. (NASDAQ: HQY) (“HealthEquity” or the “Company”), today announced the pricing of the previously announced underwritten public offering of 5 million shares of its common stock. BofA Securities may offer the shares of common stock from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on the NASDAQ, or in the over-the-counter market, or to dealers in negotiated transactions or in a combination of such methods of sale, at a fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. Gross proceeds to HealthEquity from the offering, before underwriting discounts and commissions, are expected to be $401.5 million. The offering is expected to close on February 19, 2021, subject to customary closing conditions. Additionally, HealthEquity has granted BofA Securities a 30-day option to purchase up to an additional 750,000 shares of its common stock. HealthEquity intends to use the net proceeds from this offering for potential acquisitions, repayment of indebtedness and other general corporate purposes.

BofA Securities is acting as sole book-running manager 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 BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, or by emailing dg.prospectus—requests@bofa.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 and its subsidiaries administer HSAs and other consumer-directed benefits for our more than 12 million accounts in partnership with employers, benefits advisors, and health and retirement plan providers who share our mission to connect health and wealth and value our culture of remarkable “Purple” service.

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 our industry, business strategy, plans, goals and expectations concerning our markets and market position, product expansion, future operations, expenses and other results of operations, revenue, margins, profitability, future efficiencies, tax rates, capital expenditures, liquidity and capital resources and other financial and operating information. When used in this discussion, the words “may,” “believes,” “intends,” “seeks,” “anticipates,” “plans,” “estimates,” “expects,” “should,” “assumes,” “continues,” “could,” “will,” “future” and the negative of these or similar terms and phrases are intended to identify forward-looking statements in this press release.

Forward-looking statements reflect our current expectations regarding future events, results or outcomes. These expectations may or may not be realized. Although we believe the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to be correct. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible to identify all of these risks and factors, they include, among others, risks related to the following:

• the impact of the ongoing COVID-19 pandemic on the Company, its operations and its financial results;
• our ability to realize the anticipated financial and other benefits from combining the operations of WageWorks with our business in an efficient and effective manner;
• our ability to compete effectively in a rapidly evolving healthcare and benefits administration industry;
• our dependence on the continued availability and benefits of tax-advantaged health savings accounts and other consumer-directed benefits;
• our ability to successfully identify, acquire and integrate additional portfolio purchases or acquisition targets;
• the significant competition we face and may face in the future, including from those with greater resources than us;
• our reliance on the availability and performance of our technology and communications systems;
• recent and potential future cybersecurity breaches of our technology and communications systems and other data interruptions, including resulting costs and liabilities, reputational damage and loss of business;
• the current uncertain healthcare environment, including changes in healthcare programs and expenditures and related regulations;
• our ability to comply with current and future privacy, healthcare, tax, ERISA, investment advisor and other laws applicable to our business;
• our reliance on partners and third-party vendors for distribution and important services;
• our ability to develop and implement updated features for our technology and communications systems and successfully manage our growth;
• our ability to protect our brand and other intellectual property rights; and
• our reliance on our management team and key team members.

For a detailed discussion of these and other risk factors, please refer to the risks detailed in our filings with the Securities and Exchange Commission, including, without limitation, our most recent Annual Report on Form 10-K and subsequent periodic and current reports. Past performance is not necessarily indicative of future results. We undertake no 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 our 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.

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

FAQ

What is the purpose of HealthEquity's public offering of shares?

HealthEquity intends to use the net proceeds for potential acquisitions, repayment of indebtedness, and other general corporate purposes.

How much money is HealthEquity expected to raise from the share offering?

HealthEquity is expected to raise gross proceeds of $401.5 million from the offering of 5 million shares.

When will the share offering for HealthEquity close?

The offering is expected to close on February 19, 2021, subject to customary closing conditions.

Who is managing HealthEquity's public offering?

BofA Securities is acting as the sole book-running manager for the offering.

What is the potential impact of the share offering on existing shareholders of HQY?

The offering may lead to dilution of existing shares, affecting current shareholders' value.