HealthEquity Announces Pricing of Public Offering of Common Stock

Rhea-AI Summary

HealthEquity (HQY) has priced an underwritten public offering of 4,600,000 shares of common stock at $56.00 per share, generating estimated gross proceeds of $257.6 million. The offering is set to close on July 13, 2020, contingent on customary conditions. HealthEquity plans to utilize approximately $200 million of the proceeds for pre-paying its term loan, with the remaining funds aimed at supporting organic and inorganic growth and other corporate purposes. An additional option for underwriters to purchase 690,000 shares is also included.

Positive

• Gross proceeds of $257.6 million expected from the offering.
• Proceeds will be used to pre-pay $200 million of term loan, enhancing financial flexibility.
• Funding supports both organic and potential acquisition growth strategies.

Negative

• Issuance of new shares could lead to dilution for existing shareholders.

DRAPER, Utah, July 08, 2020 (GLOBE NEWSWIRE) -- HealthEquity, Inc. (NASDAQ: HQY) (“HealthEquity” or the “Company”), today announced the pricing of the previously announced underwritten public offering of shares of its common stock. HealthEquity has agreed to sell an aggregate of 4,600,000 shares of its common stock at a price to the public of $56.00 per share.  Gross proceeds to HealthEquity from the offering are expected to be $257,600,000. The offering is expected to close on July 13, 2020, subject to customary closing conditions. Additionally, HealthEquity has granted the underwriters a 30-day option to purchase up to an additional 690,000 shares of its common stock.  HealthEquity intends to use the net proceeds from the offering to free up additional capital for organic and inorganic growth by pre-paying $200 million under its term loan facility, with the remaining proceeds to be used for general corporate purposes, which may include additional pre-payments under its term loan facility and/or potential acquisitions.

Wells Fargo Securities, LLC and J.P. Morgan Securities LLC are acting as lead book-running managers for the offering. Goldman Sachs & Co. LLC, and RBC Capital Markets, LLC are acting as book-running managers for the offering, and BofA Securities, Citizens Capital Markets, Inc., Deutsche Bank Securities and Raymond James & Associates, Inc. are acting as co-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, 500 West 33rd Street, New York, New York 10001 or by telephone at (800) 326-5897, or by email at cmclientsupport@wellsfargo.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204; or by email at Prospectus-eq_fi@jpmchase.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; 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. 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 administers Health Savings Accounts (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. For more information, visit www.healthequity.com.

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 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, 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 pricing and size of HealthEquity's stock offering?

HealthEquity is offering 4,600,000 shares at a price of $56.00 per share, totaling approximately $257.6 million in gross proceeds.

When is the HealthEquity stock offering expected to close?

The offering is expected to close on July 13, 2020, subject to customary closing conditions.

How will HealthEquity use the proceeds from the stock offering?

HealthEquity plans to use the proceeds to pre-pay $200 million under its term loan facility and for general corporate purposes, including potential acquisitions.

Is there an option for underwriters in HealthEquity's stock offering?

Yes, HealthEquity has granted the underwriters a 30-day option to purchase up to an additional 690,000 shares.

What is the impact of HealthEquity's stock offering on existing shareholders?

The issuance of new shares may result in dilution for existing shareholders, affecting their ownership percentage.