SC 13E3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(Rule 13e-100)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3 THEREUNDER

(AMENDMENT NO. 2)

HLTH Corporation

(Name of Issuer)

HLTH Corporation
WebMD Health Corp.
(Names of Person(s) Filing Statement)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

40422Y101
(CUSIP Number of Class of Securities)

Douglas W. Wamsley, Esq.
Executive Vice President, General Counsel
and Secretary
WebMD Health Corp.
111 Eighth Avenue
New York, New York 10011
(212) 624-3700 Charles Mele, Esq.
Executive Vice President, General Counsel
and Secretary
HLTH Corporation
669 River Drive, Center 2
Elmwood Park, New Jersey 07407
Telephone Number: (201) 703-3400

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

Copies to:

Stephen A. Greene, Esq.
William M. Hartnett, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
Tel: (212) 701-3000 Steven L. Grossman, Esq.
Spencer D. Klein, Esq.
O’Melveny & Myers LLP
7 Times Square
New York, New York 10036
Tel: (212) 326-2000

This statement is filed in connection with (check the appropriate box):

a.	þ	The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b.	þ	The filing of a registration statement under the Securities Act of 1933.
c.	o	A tender offer.
d.	o	None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨

Check the following box if the filing is a final amendment reporting the results of the transaction: þ

CALCULATION OF REGISTRATION FEE

Transaction Valuation*	Amount of Filing Fee**
$2,989,005,157	$117,468

     *Calculated solely for purposes of determining the filing fee. The filing fee is based on the product of (i) $12.29, the average of the high and low prices for shares of HLTH Common Stock as reported on the Nasdaq Global Select Market on August 19, 2008, multiplied by (ii) 243,206,278 shares of HLTH Common Stock, representing an estimate of the maximum number of shares potentially outstanding immediately prior to the effective time of the merger, including certain shares issuable upon exercise of outstanding options to purchase HLTH Common Stock and upon conversion of outstanding HLTH convertible notes.

     **The payment of the filing fee was calculated in accordance with Exchange Act Rule 0-11(b) by multiplying the transaction value of $2,989,005,157 by 0.00003930.

     þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$117,468
Form(s) or Registration No.:	Schedule 13E-3
Filing Party:	HLTH Corporation and WebMD Health Corp.
Date(s) Filed:	August 26, 2008

TABLE OF CONTENTS

EX-99.(D)(4)

EX-99.(D)(5)

INTRODUCTION

     This Amendment No. 2 amends and supplements the Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) filed with the Securities and Exchange Commission (the “SEC”) on August 26, 2008 (the “Original Filing”), as amended by Amendment No. 1 filed with the SEC on October 15, 2008, by WebMD Health Corp., a Delaware corporation (“WebMD”), and HLTH Corporation, a Delaware corporation (“HLTH”).

     This Amendment No. 2 reports the termination of the Agreement and Plan of Merger, dated as of February 20, 2008, between HLTH and WebMD, as amended by Amendment No. 1, dated as of May 6, 2008, and Amendment No. 2, dated as of September 12, 2008 (the “Merger Agreement”). The Merger Agreement provided that HLTH would merge into WebMD, with WebMD continuing as the surviving company (the “Merger”).

Item 15: Additional Information.

     Item 15(b) “Other Material Information” of the Schedule 13E-3 is hereby amended and supplemented to include the following:

     On October 20, 2008, HLTH and WebMD issued a joint press release announcing that they had mutually agreed, in light of turmoil in financial markets, to terminate the Merger Agreement pursuant to the terms of a Termination Agreement entered into by HLTH and WebMD as of October 19, 2008. A copy of the Termination Agreement is filed as Exhibit (d)(4) hereto and is incorporated by reference herein. As a result of the termination of the Merger Agreement, the transaction described in the Original Filing will not be completed. As provided in the Merger Agreement, HLTH will pay the expenses of WebMD incurred in connection with the Merger. A copy of the joint press release issued by HLTH and WebMD regarding the termination is filed as Exhibit (d)(5) and is incorporated by reference herein.

Item 16: Exhibits.

     Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding the following exhibits:

Exhibit Number	Description
(d)(4)	Termination Agreement, dated as of October 19, 2008, between HLTH Corporation and WebMD Health Corp.
(d)(5)	Joint Press Release, issued by HLTH Corporation and WebMD Health Corp. on October 20, 2008

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SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 20, 2008

HLTH CORPORATION
By:	/s/ Lewis H. Leicher
	Lewis H. Leicher
	Senior Vice President
WEBMD HEALTH CORP.
By:	/s/ Lewis H. Leicher
	Lewis H. Leicher
	Senior Vice President

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EX-99.(D)(4)

Exhibit (d)(4)

CONFORMED COPY

TERMINATION AGREEMENT

     This TERMINATION AGREEMENT, dated as of October 19, 2008 (this “Agreement”), is between WebMD Health Corp., a Delaware corporation (“WebMD”), and HLTH Corporation, a Delaware corporation (“HLTH”).

RECITALS

     WHEREAS, the parties hereto are parties to that certain Agreement and Plan of Merger, dated as of February 20, 2008 (as amended, the “Merger Agreement”);

     WHEREAS, WebMD and HLTH desire to terminate the Merger Agreement and abandon the Transactions pursuant to Section 9.01(a) thereof (the “Termination”);

     WHEREAS, the HLTH Board has unanimously approved and declared advisable the Termination;

     WHEREAS, the WebMD Board has unanimously approved and declared advisable the Termination; and

     WHEREAS, the Special Committee has unanimously approved and declared advisable the Termination;

     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, WebMD and HLTH hereby agree as follows:

     1.     Defined Terms. Each capitalized term used herein but not otherwise defined shall have meaning ascribed to such term in the Merger Agreement.

     2.     Termination. Effective as of the date hereof, the parties hereby mutually consent to the Termination pursuant to Section 9.01(a) of the Merger Agreement, and the Merger Agreement is hereby terminated and of no further force and effect except as expressly set forth in Section 9.02 thereof.

     3.     Tax Sharing Agreement. Promptly following the Termination, the parties hereto shall enter into an amendment to the Amended and Restated Tax Sharing Agreement dated as of February 15, 2006, between WebMD and HLTH (the “Tax Sharing Agreement”) to provide that, effective for tax years beginning after December 31, 2007, HLTH shall have no further obligation to make payments to WebMD pursuant to Section 2(d)(iv) of the Tax Sharing Agreement for the use of WebMD’s loss carryforwards to offset Extraordinary Gains (as defined in the Tax Sharing Agreement), including but not limited to any obligation to make a payment in

respect of the divestitures of VIPs and EBS. Except as set forth in this Section 3, all other provisions of the Tax Sharing Agreement shall remain in full force and effect and be binding on the parties thereto.

     4.     Data Rights Agreement. Promptly after the date hereof, HLTH shall assign to WebMD, and WebMD shall assume from HLTH, all of HLTH’s right, title and interest in, and benefits and obligations under, that certain Amended and Restated Data License Agreement, dated as of February 8, 2008, among HLTH, EBS Master LLC, and the parties defined therein as the Business Services Entities.

     5.     Mutual Release. Each of WebMD and HLTH (in such capacity, a “Releasing Party”) hereby fully releases and forever discharges, to the fullest extent permitted under applicable law, the other party (in such capacity, the “Released Party”) from any and all claims and causes of action, which the Releasing Party now has or may hereafter have against the respective Released Party arising out of the Merger Agreement (including, without limitation, Section 9.02(b) thereof). Notwithstanding the foregoing, HLTH’s obligation to pay the Expenses as set forth in Section 9.03 of the Merger Agreement shall survive the Termination and shall not be subject to this Section 5.

     6.     Governing Law. This Agreement and the legal relations between the parties shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws rules thereof.

     7.     Counterparts. This Amendment may be executed and delivered (including by facsimile or email transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

* * * * * * *

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     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written.

WEBMD HEALTH CORP.
By:	/s/ Douglas W. Wamsley
	Name:	Douglas W. Wamsley
	Title:	Executive Vice President — General Counsel

HLTH CORPORATION
By:	/s/ Charles A. Mele
	Name:	Charles A. Mele
	Title:	Executive Vice President — General Counsel

EX-99.(D)(5)

Exhibit (d)(5)

HLTH and WebMD Contacts:
Investors:	Media:
Risa Fisher	Jennifer Newman
rfisher@hlth.com	jnewman@hlth.com
201-414-2002	212-624-3912
212-624-3817

HLTH CORPORATION AND WEBMD HEALTH CORP.
ANNOUNCE TERMINATION OF MERGER AGREEMENT

ELMWOOD PARK, NJ and New York, NY (October 20, 2008) — HLTH Corporation (Nasdaq: HLTH) and its 84% owned subsidiary, WebMD Health Corp. (Nasdaq: WBMD), announced today that, in light of recent turmoil in financial markets, they have terminated the merger agreement between them. The termination was by mutual agreement of the companies and was unanimously approved by the Boards of Directors of both companies and by a special committee of independent directors of WebMD. The Boards determined that both HLTH, as controlling stockholder of WebMD, and the public stockholders of WebMD would benefit from WebMD continuing as a publicly-traded subsidiary with a strong balance sheet, including approximately $340 million in cash and investments and no long-term debt.

     Martin J. Wygod, Chairman of the Board of HLTH and of WebMD, commented: “The Boards of Directors of HLTH and WebMD believe that, in the current economic environment, it is important for a growth company like WebMD not to be encumbered by $650 million in long-term debt that would be coming due in 18 to 36 months. By terminating their merger, HLTH and WebMD will retain financial flexibility and be in an advantageous position to pursue potential acquisition opportunities expected to be available to companies with significant cash resources in this period of financial market uncertainty.”

     The Boards also took into consideration the fact that the sale of Porex has been delayed as a result of one of the leading potential buyers having difficulty arranging financing for a purchase because of conditions in the credit markets. HLTH is continuing its sales process for Porex with other potential buyers, but cannot provide assurance as to the timing or terms for a transaction.

About HLTH Corporation
HLTH Corporation (NASDAQ: HLTH) owns approximately 84% of WebMD Health Corp. (NASDAQ: WBMD). WebMD is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. HLTH also owns Porex, a developer, manufacturer and distributor of proprietary porous plastic products and components used in healthcare, industrial and consumer applications.

About WebMD
WebMD Health Corp. (Nasdaq: WBMD) is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers and health plans through its

public and private online portals and health-focused publications. WebMD Health Corp. is a subsidiary of HLTH Corporation (Nasdaq: HLTH).

The WebMD Health Network includes WebMD Health, Medscape, MedicineNet, eMedicine, eMedicine Health, RxList and theHeart.org.

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All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding the expected consequences of the termination of the Merger Agreement. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements, including risks and uncertainties regarding: changes in financial markets; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries; and changes in facts and circumstances and other uncertainties concerning the sale of Porex. Further information about these matters can be found in our Securities and Exchange Commission filings. Except as required by applicable law or regulation, we do not undertake any obligation to update our forward-looking statements to reflect future events or circumstances.

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WebMD^®, WebMD Health^® and POREX^® are trademarks of HLTH Corporation or its subsidiaries.