agilon health Announces Pricing of Secondary Offering

agilon health, inc. (NYSE: AGL) (“agilon health”), the trusted partner empowering physicians to transform health care in our communities, today announced the pricing of its previously announced underwritten secondary public offering of 86,884,353 shares of its common stock by the selling stockholders, at a public offering price of $21.50 per share. Certain selling stockholders have granted the underwriters a 30-day option to purchase up to an additional 7,726,955 shares of agilon health’s common stock. This reflects an upsizing of the previously announced offering of 70,000,000 shares and 10,500,000 option shares granted to the underwriters. agilon health will not receive any proceeds from the secondary offering. The offering is expected to close on May 18, 2023, subject to customary closing conditions.

CD&R Vector Holdings, L.P. (“CD&R”), an affiliate of Clayton, Dubilier & Rice, LLC and a selling stockholder in the offering, has also entered into a lock-up agreement under which CD&R has agreed not to sell 100 million shares of agilon health’s common stock, which represents all of the shares of common stock CD&R will hold if the underwriters exercise in full their option to purchase additional shares, for a period of 900 days after May 15, 2023. Following the completion of the offering, CD&R will hold approximately 26.6% of our common stock, or approximately 24.7% if the underwriters exercise in full their option to purchase additional shares.

In addition, agilon health has agreed, subject to the completion of the offering, to purchase 9,614,806 of the 86,884,353 shares of common stock that are the subject of the offering from the underwriters at the same per share price to be paid by the underwriters to the selling stockholders in the offering, net of underwriting discounts and commission. agilon health intends to fund the purchase with cash on hand. The closing of such purchase from the underwriters is subject to the closing of the offering. The closing of the offering is not conditioned upon the closing of such purchase from the underwriters.

J.P. Morgan, Goldman Sachs & Co. LLC, and BofA Securities are acting as lead book-running managers for the offering. Wells Fargo Securities, Deutsche Bank, TD Cowen, Wolfe | Nomura Alliance, RBC Capital Markets, SVB Securities, Truist Securities and William Blair are acting as additional book-running managers for the offering, and Academy Securities, R. Seelaus & Co, Inc., Ramirez & Co., Inc. and Siebert Williams Shank are acting as co-managers for the offering.