1Life Healthcare (One Medical) Announces Proposed Private Offering of $250 Million of Convertible Senior Notes Due 2025
26 May 2020 - 8:46PM
1Life Healthcare, Inc. (One Medical) (Nasdaq: ONEM) today announced
that it intends to offer, subject to market conditions and other
factors, $250 million aggregate principal amount of convertible
senior notes due 2025 in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”). One Medical also
intends to grant the initial purchaser of the notes an option to
purchase up to an additional $37.5 million principal amount of
notes on the same terms and conditions.
The notes will be general unsecured obligations of
One Medical and will accrue interest payable semiannually in
arrears. The notes will be convertible into cash, shares of One
Medical’s common stock or a combination of cash and shares of One
Medical’s common stock, at One Medical’s election. The interest
rate, initial conversion rate and other terms of the notes will be
determined at the time of pricing of the offering.
One Medical intends to use the net proceeds from
the offering for general corporate purposes, including working
capital, business development, sales and marketing activities and
capital expenditures. One Medical may also use a portion or all of
the net proceeds from this offering for the acquisition or
strategic investments in complementary businesses, services,
products or technologies, although it has no current agreements or
commitments for any material acquisitions or strategic investments
of any businesses, services, products or technologies.
Neither the notes, nor any shares of One Medical
common stock issuable upon conversion of the notes, have been
registered under the Securities Act or any state securities laws,
and unless so registered, may not be offered or sold in the United
States absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor
a solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale of the 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.
About One Medical
One Medical is a membership-based primary care
platform with seamless digital health and inviting in-office care,
convenient to where people work, shop, live and click. One
Medical’s mission is to transform health care for all through a
human-centered, technology-powered model.
Headquartered in San Francisco, 1Life Healthcare,
Inc. is the administrative and managerial services company for the
affiliated One Medical physician owned professional corporations
that deliver medical services in-office and virtually. 1Life and
the One Medical entities do business under the “One Medical”
brand.
Forward-Looking Statements
Certain of the statements made in this press
release are forward looking, such as those, among others,
statements concerning the proposed terms of the notes, the
completion, timing and size of the proposed offering and the
anticipated use of the net proceeds from the offering. Actual
results or developments may differ materially from those projected
or implied in these forward-looking statements. Factors that may
cause such a difference include, without limitation, risks and
uncertainties related to the satisfaction of customary closing
conditions related to the notes offering and the impact of general
economic, industry or political conditions in the United States or
internationally. There can be no assurance that One Medical will be
able to complete the notes offering on the anticipated terms, or at
all. You should not place undue reliance on these forward-looking
statements as predictions of future events, which statements apply
only as of the date of this press release. Additional risks and
uncertainties relating to the offering, One Medical and its
business can be found under the heading "Risk Factors" in One
Medical’s Annual Report on Form 10-K for the year ended December
31, 2019, filed with the Securities and Exchange Commission on
March 27, 2020, and in the Quarterly Report on Form 10-Q for the
quarter ended March 31, 2020, filed with the Securities and
Exchange Commission on May 14, 2020. Forward-looking statements
represent One Medical’s beliefs and assumptions only as of the date
of this press release. One Medical expressly disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in its expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statements are based, except as may be required under applicable
law.
Investor Contacts: Rose Salzwedel,
One Medical Director of Investor Relations investor@onemedical.com
(206) 331-2211
Westwicke Bob East or Asher Dewhurst (443)
223-0500
Media Contact: Kristina Skinner,
One Medical Director of External Communications
press@onemedical.com (650) 743-5187
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