1Life Healthcare (One Medical) Announces Proposed Private Offering of $250 Million of Convertible Senior Notes Due 2025
SAN FRANCISCO, May 26, 2020 (GLOBE NEWSWIRE) -- 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.
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.
Rose Salzwedel, One Medical
Director of Investor Relations
Bob East or Asher Dewhurst
Kristina Skinner, One Medical
Director of External Communications