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WBMD > SEC Filings for WBMD > Form 8-K on 25-Sep-2013All Recent SEC Filings

Show all filings for WEBMD HEALTH CORP.

Form 8-K for WEBMD HEALTH CORP.


25-Sep-2013

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement

As previously disclosed, the Registrant purchased 5,000,000 shares of its common stock ("WebMD Common Stock") at a price of $34.00 per share pursuant to a tender offer that expired at 5:00 P.M., New York City time, on September 10, 2013. Reference is made to the Indentures referred to in the Notices attached as Exhibits 99.1 and 99.2 hereto, which Notices are incorporated by reference herein. Under the applicable provisions of the Indentures, September 24, 2013 was the end of the period for determining the amount, if any, of the adjustments to be made, as a result of the tender offer, to the respective conversion rates of the Convertible Notes issued under the Indentures, based in part on trading prices of the WebMD Common Stock during that period.

After giving effect to the adjustment, resulting from the tender offer, of the conversion rate of the Registrant's 2.25% Convertible Notes due 2016 to 13.8884 per $1,000 principal amount set forth in Exhibit 99.1, the $400 million principal amount of 2.25% Notes that are currently outstanding are convertible, in the aggregate, into 5,555,360 shares of WebMD Common Stock. This is equivalent to a conversion price of approximately $72.00 per share.

After giving effect to the adjustment, resulting from the tender offer, of the conversion rate of the Registrant's 2.50% Convertible Notes due 2018 to 15.4764 shares per $1,000 principal amount set forth in Exhibit 99.2, the $400 million principal amount of 2.50% Notes that are currently outstanding are convertible, in the aggregate, into 6,190,560 shares of WebMD Common Stock. This is equivalent to a conversion price of approximately $64.61 per share.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed herewith:

Exhibit
Number       Description

99.1         Notice of Conversion Rate Adjustment, dated September 25, 2013, in
             respect of the Registrant's 2.25% Convertible Notes due 2016

99.2         Notice of Conversion Rate Adjustment, dated September 25, 2013, in
             respect of the Registrant's 2.50% Convertible Notes due 2018


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