Waystar Announces Pricing of Public Offering of Common Stock

Rhea-AI Summary

Waystar Holding Corp. (Nasdaq: WAY) has announced the pricing of a public offering where certain investment funds of EQT AB, Bain Capital, LP, and Canada Pension Plan Investment Board (the Selling Stockholders) will sell 20,000,000 shares of common stock at $40.00 per share. The Selling Stockholders have also granted underwriters a 30-day option to purchase up to 3,000,000 additional shares.

The offering, expected to close around February 24, 2025, is being led by J.P. Morgan, Goldman Sachs & Co. , and Barclays as joint lead book-running managers. Waystar itself is not selling any shares and will not receive any proceeds from the offering. The transaction is subject to customary closing conditions and has been registered with the SEC.

Positive

• None.

Negative

• Large secondary offering of 20M shares could create selling pressure
• Company receives no proceeds from the share sale
• Significant shareholders reducing their stake could signal lack of confidence

Insights

Financial Markets Analyst

This secondary offering represents a significant market event for Waystar, with early investors EQT AB, Bain Capital, and CPP Investments collectively offering $800 million worth of shares. The offering's size and structure reveal several key insights:

The pricing at $40.00 per share, representing a 2.4% discount to the current market price, is notably tight for a block sale of this magnitude, suggesting strong institutional demand and confidence in Waystar's fundamentals. The premium underwriting syndicate, led by top-tier banks J.P. Morgan, Goldman Sachs, and Barclays, further reinforces this sentiment.

The transaction will significantly increase Waystar's public float, enhancing trading liquidity and potentially broadening the institutional investor base. The 20 million shares represent approximately 10.6% of Waystar's market capitalization, a meaningful increase in freely tradeable shares that could facilitate index inclusion and attract passive investment flows.

While large secondary offerings can sometimes pressure stock prices, the coordinated sale through a strong banking syndicate helps manage market impact. The 30-day overallotment option of 3 million additional shares provides flexibility to meet excess demand while helping stabilize post-offering trading.

The selling stockholders' decision to monetize their positions likely reflects standard private equity investment horizons rather than company-specific concerns, particularly given the tight pricing and strong underwriting support. This offering may actually benefit long-term investors by improving trading dynamics and expanding the shareholder base.

LEHI, UT. and LOUISVILLE, KY., Feb. 20, 2025 /PRNewswire/ -- Waystar Holding Corp. (Nasdaq: WAY) ("Waystar"), a provider of leading healthcare payments software, today announced the pricing of its underwritten public offering of 20,000,000 shares of its common stock by certain investment funds of EQT AB and Bain Capital, LP, and Canada Pension Plan Investment Board (CPP Investments), and their respective affiliates (collectively, the "Selling Stockholders") at a price to the public of $40.00 per share. Additionally, the Selling Stockholders have granted the underwriters a 30-day option to purchase up to 3,000,000 additional shares of common stock. Waystar is not selling any shares and will not receive any proceeds from the sale of shares in the offering by the Selling Stockholders. The offering is expected to close on or about February 24, 2025, subject to customary closing conditions.

The offering is being made through an underwriting group led by J.P. Morgan, Goldman Sachs & Co. LLC, and Barclays, who are acting as joint lead book-running managers and as representatives of the underwriters for the offering. William Blair, Evercore ISI, BofA Securities, RBC Capital Markets, Jefferies and Deutsche Bank Securities are acting as joint bookrunners for the offering. Canaccord Genuity and Raymond James are acting as co-managers for the offering.

A registration statement on Form S-1, including a prospectus, relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

The offering may be made only by means of a prospectus. Copies of the preliminary prospectus may be obtained by contacting: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com; or Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (888) 603-5847, or by email at barclaysprospectus@broadridge.com. 

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts. The words "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "future," "will," "seek," "foreseeable," the negative version of these words, or similar terms and phrases are intended to identify forward-looking statements. The forward-looking statements contained in this press release are based on management's current expectations and are inherently subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. These risks and uncertainties include, but are not limited to, risks and uncertainties associated with the consummation of the offering and other risks described in Waystar's registration statement on Form S-1, as it may be amended from time to time, and its Annual Report on Form 10-K for the year ended December 31, 2024 and any subsequent filings with the SEC. Except as required by law, Waystar has no obligation to update any of these forward-looking statements to conform these statements to actual results or revised expectations.

About Waystar
Waystar's mission-critical software is purpose-built to simplify healthcare payments so providers can prioritize patient care and optimize their financial performance. Waystar serves approximately 30,000 clients, representing over 1 million distinct providers, including 16 of 20 institutions on the U.S. News Best Hospitals Honor Roll. Waystar's enterprise-grade platform annually processes over 6 billion healthcare payment transactions, including over $1.8 trillion in annual gross claims and spanning approximately 50% of U.S. patients. Waystar strives to transform healthcare payments so providers can focus on what matters most: their patients and communities. 

Media Contact
Kristin Lee
kristin.lee@waystar.com 

Investor Contact
Sandy Draper
investors@waystar.com
502-238-9511

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SOURCE Waystar

FAQ

How many shares are being offered in Waystar's (WAY) February 2025 public offering?

Waystar's Selling Stockholders are offering 20,000,000 shares of common stock, with an additional 30-day option for underwriters to purchase up to 3,000,000 more shares.

What is the price per share for Waystar's (WAY) February 2025 public offering?

The shares are being offered at a price of $40.00 per share.

Who are the selling stockholders in Waystar's (WAY) February 2025 offering?

The selling stockholders are investment funds of EQT AB, Bain Capital, LP, and Canada Pension Plan Investment Board (CPP Investments).

Will Waystar (WAY) receive any proceeds from the February 2025 public offering?

No, Waystar is not selling any shares and will not receive any proceeds from the offering, as the shares are being sold by existing stockholders.

When is Waystar's (WAY) February 2025 public offering expected to close?

The offering is expected to close on or about February 24, 2025, subject to customary closing conditions.