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WebMD assumes HLTH's 3.125% convertibles, 1.75% notes after merger
By Jennifer Chiou
New York, Oct. 26 - WebMD Health Corp. and HLTH Corp. announced that as a result of their merger, WebMD assumed the obligations of HLTH under HLTH's $250.3 million of 3.125% convertible notes due Sept. 1, 2025 and HLTH's $264,583,000 of 1.75% convertible subordinated notes due June 15, 2023.
In addition, each $1,000 principal amount of 3.125% notes will be convertible into 28.5503 shares of WebMD stock for a conversion price of $35.03 per share, and each $1,000 principal amount of 1.75% notes will be convertible into 28.8759 shares of WebMD stock for a conversion price of about $34.63 per share.
Following the merger, the notes became convertible into the right to receive the merger consideration, payable in respect to the HLTH shares into which the notes would have been convertible prior to the merger.
Specifically, the 3.125% notes are convertible into about 7,145,000 shares of WebMD stock while the 1.75% notes are convertible into a total of 7.64 million WebMD shares.
On Oct. 23, the companies completed their merger after shareholders of both companies approved the transaction at separate special meetings.
As already reported, the shares of WebMD class B common stock owned by HLTH were retired in the merger, and each outstanding share of HLTH common stock was converted into 0.4444 shares of WebMD common stock.
In June, HLTH agreed to merge into WebMD, its publicly traded subsidiary, in a tax-free, all-stock transaction.
HLTH is a health-care business, technology and information services company based in Elmwood Park, N.J.
New York-based WebMD provides health information services through its online portals and publications.
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