Related Party Transaction

12 Months Ended

Dec. 31, 2020


27.			Related Party Transaction

Bell Bank Revolving Credit Agreement

The seller of Discovery Benefits, Bell Bank, holds a 4.9 percent equity interest in the Company's U.S. Health business and is a revolving loan lender under the Company's 2016 Credit Agreement. As of December 31, 2020 and 2019, there were no amounts outstanding, with available capacity of $50.0 million.

Warburg Pincus Convertible Notes

On July 1, 2020, the Company closed on a private placement with an affiliate of funds managed by Warburg Pincus LLC, pursuant to which the Company issued convertible senior unsecured notes due in 2027 in an aggregate principal amount of $310 million and 577,254 shares of common stock, with gross proceeds in respect of the common stock of $90 million. After giving effect to the purchase of the common stock and convertible notes, on an as-converted basis, Warburg Pincus owned approximately 4.7% of the Company's outstanding common stock on the closing date of the private placement. Refer to Note 16, Financing and Other Debt, for more information regarding the convertible senior notes.

A member of the Company’s board of directors (“related person”), is a managing director at Warburg Pincus LLC. The Company has a written policy regarding entering certain transactions in which any member of the board of directors has a direct or indirect material interest. Pursuant to this policy, the private placement was approved by the Corporate Governance Committee of the Company’s board of directors, after it had reviewed and considered all relevant facts and circumstances, including, but not limited to, whether the transaction was entered into on terms no less favorable to the Company than terms

that could have been reached with an unrelated third party and the interest of the related person in the transaction. Following approval by the Corporate Governance Committee of the board of directors, the private placement was approved by the disinterested members of the Company’s board of directors.