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EX-4.1 - EX-4.1 - WebMD Health Corp. | g26452aexv4w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1 to
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
March 8, 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 | ||
incorporation) | Identification 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 | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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This
Amendment No. 1 is being filed in order to add Exhibit 4.1 to this
Current Report.
* * * * *
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 March 8, 2011, the Registrant issued a press release announcing a proposed private
placement of Convertible Notes due 2016. A copy of this press release is filed as Exhibit 99.1 to
this Current Report.
On March 9, 2011, the Registrant issued a press release regarding the pricing of its offer and
sale of $350 million aggregate principal amount of 2.25% Convertible Notes due 2016 (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 March 14, 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 contains a copy of the form of the Note) is 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 98.75% of their face amount are estimated to be approximately $387
million (after deducting the initial purchasers discount of $7.0 million and estimated offering
expenses), of which approximately $50 million was used by the Registrant to repurchase 868,507
shares of its common stock (Common Stock) at a price of $57.57 per share, the last reported sale
price of the Common Stock on March 8, 2011, which repurchase settled on March 14, 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.
The Notes will mature on March 31, 2016, unless previously repurchased or converted in
accordance with their terms prior to such date. Interest on the Notes is payable semiannually on
March 31 and September 30 of each year, commencing September 30, 2011. Under the terms of the
Notes, holders may surrender their Notes for conversion into Common Stock at an initial conversion
rate of 13.5704 shares of Common Stock per $1,000 principal amount of Notes. This is equivalent to
an initial conversion price of approximately $73.69 per share of Common Stock. In the aggregate,
the Notes are convertible into 5,428,160 shares of Common Stock. The
conversion rate may be adjusted under certain circumstances. Under the terms of the Notes, if the
Registrant undergoes certain change of control transactions prior to the maturity date of the
Notes, holders of the Notes will have the right, at their option, to require the Registrant to
repurchase some or all of their Notes at a repurchase price (the Repurchase Price) equal to 100%
of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but
excluding, the repurchase date. At the Registrants option, and to the extent permitted by the
applicable rules of the Nasdaq Global Select Market (or the applicable rules of such other exchange
on which the Common Stock may be listed), instead of paying the Repurchase Price in cash, the
Registrant may pay the Repurchase Price in Common Stock or a combination of cash and Common Stock.
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On March 14, 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.
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 March 14, 2011 | |
99.1*
|
Press Release, dated March 8, 2011, regarding proposed offering of Convertible Notes due 2016 | |
99.2*
|
Press Release, dated March 9, 2011, regarding pricing of the Registrants 2.25% Convertible Notes due 2016 | |
99.3*
|
Press Release, dated March 14, 2011, regarding completion of the sale of the Registrants 2.25% Convertible Notes due 2016 |
* | Previously filed. |
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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: March 15, 2011 | By: | /s/ Lewis H. Leicher | ||
Lewis H. Leicher | ||||
Senior Vice President |
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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 March 14, 2011 | |
99.1*
|
Press Release, dated March 8, 2011, regarding proposed offering of Convertible Notes due 2016 | |
99.2*
|
Press Release, dated March 9, 2011, regarding pricing of the Registrants 2.25% Convertible Notes due 2016 | |
99.3*
|
Press Release, dated March 14, 2011, regarding completion of the sale of the Registrants 2.25% Convertible Notes due 2016 |
* | Previously filed. |