Evolent Health, Inc. entered into an agreement to acquire Magellan Specialty Health, Inc. and National Imaging Associates, Inc. from Magellan Health, Inc. and Magellan Healthcare, Inc. for approximately $800 million on November 17, 2022. As for consideration, Evolent Health, Inc. will acquire NIA from Centene for $650 million of upfront consideration, comprising $400 million in cash and $250 million of newly issued Evolent equity based on an issuance price of $29.50, representing a 24% premium to the close price. Up to $150 million of contingent consideration is payable in Q1 2024 based on NIA performance during 2023. Deal financing is done through upsizing existing first-lien credit facility by up to $265 million and issuance of $175 million in convertible perpetual preferred equity with an initial conversion of $40. Upon termination of the Purchase Agreement by Magellan Parent as a result of a material breach of covenant by the Evolent Entities or pursuant to (v) above, Magellan Parent will be entitled to a termination fee of $52,000,000. The transaction is subject to U.S. federal antitrust clearance, and satisfaction of other customary closing conditions, each of the boards of directors or managing member or partners, as applicable, of the Evolent Entities and the Magellan Entities has approved the parties' entry into the Purchase and is expected to close in the first half of 2023. J.P. Morgan Securities LLC acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Magellan Health, Inc. and Magellan Healthcare, Inc. The Goldman Sachs Group, Inc. (NYSE:GS) acted as financial advisor, Bass, Berry & Sims PLC acted as legal advisor, Liz Morgan of King & Spalding LLP acted as legal advisor and PJT Partners Inc. (NYSE:PJT) acted as financial advisor to Evolent Health, Inc. D Jeremy, Clifford H Aronson, Elena M Coyle, Jose A Esteves, Page W Griffin, Laura A Kaufmann Belkhayat, Paul T Schnell, Erica Schohn, Kenneth B Schwartz and Gavin A White Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Centene Corporation.

Evolent Health, Inc. completed the acquisition of Magellan Specialty Health, Inc. and National Imaging Associates, Inc. from Magellan Health, Inc. and Magellan Healthcare, Inc. on January 20, 2023.