Attached files
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EX-99.3 - EX-99.3 - WebMD Health Corp. | g25747exv99w3.htm |
EX-99.1 - EX-99.1 - WebMD Health Corp. | g25747exv99w1.htm |
EX-99.2 - EX-99.2 - WebMD Health Corp. | g25747exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
January 5, 2011
Date of Report (Date of earliest event reported)
WEBMD HEALTH CORP.
(Exact name of registrant as specified in its charter)
Delaware | 0-51547 | 20-2783228 | ||
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer Identification | ||
incorporation) | No.) |
111 Eighth Avenue
New York, New York 10011
New York, New York 10011
(Address of principal executive offices, including zip code)
(212) 624-3700
(Registrants telephone number, including area code)
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement
To the extent required by Item 1.01 of Form 8-K, the information contained in or incorporated
by reference into Item 2.03 of this Current Report is hereby incorporated by reference into this
Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
On January 5, 2011, the Registrant issued a press release announcing a proposed private
placement of Convertible Notes due 2018. A copy of this press release is filed as Exhibit 99.1 to this
Current Report.
On January 6, 2011, the Registrant issued a press release regarding the pricing of its offer
and sale of $350 million aggregate principal amount of 2.50% Convertible Notes due 2018 (the
Notes), plus up to an additional $50 million principal amount of Notes pursuant to an
over-allotment option granted to the initial purchaser of the Notes. A copy of this press release is filed as Exhibit 99.2 to this Current
Report.
On January 11, 2011, the Registrant completed the private placement of $400 million aggregate
principal amount of the Notes (including the $50 million
aggregate principal amount of the Notes pursuant to
the initial purchasers over-allotment option) and entered into an Indenture with respect
to the Notes, with The Bank of New York
Mellon Trust Company, N.A. A copy of the
Indenture (which will contain a copy of the form of the Note) will be filed as Exhibit 4.1 to this
Current Report. The Notes were issued by the Registrant to an initial purchaser in a private
placement pursuant to Section 4(2) of the Securities Act of 1933, as amended (the Securities
Act), for resale to qualified institutional buyers (as defined in, and in reliance on, Rule 144A
under the Securities Act) through the initial purchaser. Net proceeds to the Registrant from the
sale of the Notes at an offering price of 99% of their face amount are estimated to be
approximately $387 million (after deducting the initial purchasers discount of $8 million and
estimated offering expenses), of which approximately $100 million was used by the Registrant to
repurchase 1,920,490 shares of its common stock (Common Stock) at a price of
$52.07 per share, the last reported sale price of the Common Stock on January 5, 2011, which
repurchase settled on January 11, 2011. The Registrant intends to use the remainder of the net
proceeds for general corporate purposes, which may include acquisitions and additional repurchases
of Common Stock, and for working capital.
Interest on the Notes is payable semiannually on January 31 and July 31 of each year,
commencing July 31, 2011. Under the terms of the Notes, holders may surrender their Notes for
conversion into Common Stock at an initial conversion rate of 15.1220 shares of Common Stock per
$1,000 principal amount of Notes. This is equivalent to an initial conversion price of
approximately $66.13 per share of Common Stock. In the aggregate, the Notes are convertible
into 6,048,800 shares of Common Stock. The conversion rate may be adjusted under certain
circumstances.
On January 11, 2011, the Registrant issued a press release with respect to the completion of
its offer and sale of the Notes, a copy of which is filed as Exhibit 99.3 to this Current Report
and which is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities
To the extent required by Item 3.02 of Form 8-K, the information contained in or incorporated
by reference into Item 2.03 of this Current Report is hereby incorporated by reference into this
Item 3.02.
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Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. The following exhibits are filed herewith: |
Exhibit | ||
Number | Description | |
4.1*
|
Indenture between the Registrant and The Bank of New York Mellon Trust Company, N.A., dated as of January 11, 2011 | |
99.1
|
Press Release, dated January 5, 2011, regarding proposed offering of Convertible Notes due 2018 | |
99.2
|
Press Release, dated January 6, 2011, regarding pricing of the Registrants 2.50% Convertible Notes due 2018 | |
99.3
|
Press Release, dated January 11, 2011, regarding completion of the sale of the Registrants 2.50% Convertible Notes due 2018 |
* | To be filed by amendment. |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WEBMD HEALTH CORP. |
||||
Dated: January 11, 2011 | By: | /s/ Lewis H. Leicher | ||
Lewis H. Leicher | ||||
Senior Vice President | ||||
4
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
4.1*
|
Indenture between the Registrant and The Bank of New York Mellon Trust Company, N.A., dated as of January 11, 2011 | |
99.1
|
Press Release, dated January 5, 2011, regarding proposed offering of Convertible Notes due 2018 | |
99.2
|
Press Release, dated January 6, 2011, regarding pricing of the Registrants 2.50% Convertible Notes due 2018 | |
99.3
|
Press Release, dated January 11, 2011, regarding completion of the sale of the Registrants 2.50% Convertible Notes due 2018 |
* | To be filed by amendment. |