8-K

UNITED STATES
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

October 23, 2009
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 incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

111 Eighth Avenue
New York, New York 10011
(Address of principal executive offices, including zip code)

(212) 624-3700
(Registrant’s 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))

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 Item 2.03 of this Current Report is incorporated by reference in 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.

     As previously disclosed, on June 17, 2009, WebMD Health Corp. entered into an Agreement and Plan of Merger with HLTH Corporation. Pursuant to that agreement, HLTH merged with and into WebMD on October 23, 2009 (the “Merger”), with WebMD continuing as the surviving corporation and each share of HLTH Common Stock being converted into 0.4444 shares of WebMD Common Stock (the “Merger Consideration”). As a result of the Merger, WebMD assumed the obligations of HLTH under HLTH’s 3 1/8% Convertible Notes due September 1, 2025 (the “3 1/8% Notes”) and HLTH’s 1.75% Convertible Subordinated Notes due June 15, 2023 (the “1.75% Notes” and, collectively with the 3 1/8% Notes, the “Notes”). Pursuant to General Instruction B.3 of Form 8-K, the descriptions of the Notes contained in Note 9 to the Consolidated Financial Statements included in Exhibit 99.3 to the Current Report on Form 8-K filed by HLTH on July 2, 2009 are incorporated by reference in this Item 2.03.

     Following the Merger, the Notes became convertible, in accordance with and subject to the provisions of the respective indentures pursuant to which they were issued, into the right to receive the Merger Consideration payable in respect of the shares of Common Stock of HLTH into which such Notes would have been convertible prior to the Merger. As of the closing of the Merger, there was $250,300,000 principal amount of the 3 1/8% Notes outstanding (the conversion of which would result in the issuance of a total of approximately 7,145,000 shares of WebMD Common Stock) and $264,583,000 principal amount of the 1.75% Notes outstanding (the conversion of which would result in the issuance of a total of approximately 7,640,000 shares of WebMD Common Stock).

     Supplemental Indenture for the 3 1/8% Notes

     In connection with the Merger, WebMD and The Bank of New York Mellon, as trustee, entered into a First Supplemental Indenture (the “3 1/8% Supplemental Indenture”), supplementing the Indenture, dated as of August 30, 2005 (the “3 1/8% Indenture”), between HLTH and the trustee, pursuant to which HLTH issued the 3 1/8% Notes. The 3 1/8% Supplemental Indenture amended the 3 1/8% Indenture to implement WebMD’s assumption of HLTH’s obligations under the 3 1/8% Indenture and the 3 1/8% Notes. In addition, pursuant to the 3 1/8% Supplemental Indenture, each $1,000 principal amount of 3 1/8% Notes shall be convertible, during any period in which the 3 1/8% Notes are convertible as specified in the 3 1/8% Indenture, into the right to receive the Merger Consideration payable in respect of the shares of Common Stock of HLTH into which such 3 1/8% Notes would have been convertible prior to the Merger, which equals 28.5503 shares of WebMD Common Stock (representing a conversion price of approximately $35.03 per share of WebMD Common Stock). A copy of the 3 1/8% Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein. In addition, in connection with the Merger, the CUSIP numbers associated with the 3 1/8% Notes were changed to 94770V AB8 and 94770V AD4 from 94769M AF 2 and 94769M AG 0, respectively.

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     Supplemental Indenture for the 1.75% Notes

     In connection with the Merger, WebMD and The Bank of New York Mellon, as trustee, entered into a First Supplemental Indenture (the “1.75% Supplemental Indenture”), supplementing the Indenture, dated as of June 25, 2003 (the “1.75% Indenture”), between HLTH and the trustee, pursuant to which HLTH issued the 1.75% Notes. The 1.75% Supplemental Indenture amended the 1.75% Indenture to implement WebMD’s assumption of HLTH’s obligations under the 1.75% Indenture and the 1.75% Notes. In addition, pursuant to the 1.75% Supplemental Indenture, each $1,000 principal amount of 1.75% Notes shall be convertible, during any period in which the 1.75% Notes are convertible as specified in the 1.75% Indenture, into the right to receive the Merger Consideration payable in respect of the shares of Common Stock of HLTH into which such 1.75% Notes would have been convertible prior to the Merger, which equals 28.8759 shares of WebMD Common Stock (representing a conversion price of approximately $34.63 per share of WebMD Common Stock). A copy of the 1.75% Supplemental Indenture is attached as Exhibit 4.4 to this Current Report on Form 8-K and is incorporated by reference herein. In addition, in connection with the Merger, the CUSIP numbers associated with the 1.75% Notes were changed to 94770V AA0 and 94770V AC6 from 94769M AE 5 and 94769M AD 7, respectively.

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Item 9.01. Financial Statements and Exhibits

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

Exhibit
Number		Description
	4.1	First Supplemental Indenture, dated as of October 23, 2009, between the Registrant and The Bank of New York Mellon, as Trustee, to the Indenture for the 3 1/8% Convertible Notes due 2025
	4.2	Indenture, dated as of August 30, 2005, between the Registrant and The Bank of New York (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 30, 2005 as amended on November 9, 2005)
	4.3	Form of 3 1/8% Convertible Note Due 2025 (included in Exhibit 4.2)
	4.4	First Supplemental Indenture, dated as of October 23, 2009, between the Registrant and The Bank of New York Mellon, as Trustee, to the Indenture for the 1.75% Convertible Subordinated Notes due 2023
	4.5	Indenture, dated as of June 25, 2003, between the Registrant and The Bank of New York (incorporated by reference to Exhibit 4.1 to HLTH Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)
	4.6	Form of 1.75% Convertible Subordinated Note Due 2023 (included in Exhibit 4.5)

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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: October 26, 2009	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number		Description
	4.1	First Supplemental Indenture, dated as of October 23, 2009, between the Registrant and The Bank of New York Mellon, as Trustee, to the Indenture for the 3 1/8% Convertible Notes due 2025
	4.2	Indenture, dated as of August 30, 2005, between the Registrant and The Bank of New York (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 30, 2005, as amended on November 9, 2005)
	4.3	Form of 3 1/8% Convertible Note Due 2025 (included in Exhibit 4.2)
	4.4	First Supplemental Indenture, dated as of October 23, 2009, between the Registrant and The Bank of New York Mellon, as Trustee, to the Indenture for the 1.75% Convertible Subordinated Notes due 2023
	4.5	Indenture, dated as of June 25, 2003, between the Registrant and The Bank of New York (incorporated by reference to Exhibit 4.1 to HLTH Corporation’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003)
	4.6	Form of 1.75% Convertible Subordinated Note Due 2023 (included in Exhibit 4.5)

EX-4.1

Exhibit 4.1

CONFORMED COPY

     THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), is dated as of October 23, 2009, by and between WebMD Health Corp., a Delaware corporation (“WebMD”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), under the Indenture referred to below. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture.

WITNESSETH:

     WHEREAS, HLTH Corporation (formerly known as “Emdeon Corporation” and, prior to that, as “WebMD Corporation d/b/a Emdeon Corporation”), a Delaware corporation (“HLTH”), and the Trustee are parties to an Indenture, dated as of August 30, 2005 (the “Original Indenture,” and as amended by this First Supplemental Indenture, the “Indenture”), providing for the issuance of HLTH’s 3 1/8% Convertible Notes due 2025 in the aggregate principal amount of $300,000,000 (the “Securities”), $250,300,000 of which are currently outstanding and $49,700,000 of which have previously been repurchased by HLTH and retired;

     WHEREAS, HLTH has entered into an Agreement and Plan of Merger, dated as of June 17, 2009, with WebMD (the “Merger Agreement”), pursuant to which (i) HLTH will merge with and into WebMD, with WebMD continuing as the surviving entity (the “Merger”) and (ii) each issued and outstanding share of common stock of HLTH, par value $0.0001 per share (“HLTH Common Stock”) shall be converted into the right to receive 0.4444 shares of common stock, par value $.01 per share, of WebMD (“WebMD Common Stock”);

     WHERAS, at the effective time of the Merger (the “Effective Time”), pursuant to the Merger Agreement and the applicable provisions of the Delaware General Corporation Law, all the property, rights, privileges, powers and franchises of HLTH shall vest in WebMD, as the surviving company in the Merger, and all debts, liabilities, obligations, restrictions, disabilities and duties of HLTH shall become the debts, liabilities, obligations, restrictions, disabilities and duties of WebMD;

     WHEREAS, in accordance with Section 5.01 of the Original Indenture, it is required that in connection with the Merger, WebMD execute and deliver to the Trustee a supplemental indenture that provides that WebMD assumes all the obligations of HLTH under the Securities and the Indenture and, in accordance with Section 9.01 of the Original Indenture, WebMD (as successor by merger to HLTH) and the Trustee may enter into such supplemental indenture without the consent of any Securityholder; and

     WHEREAS, in accordance with Section 10.13 of the Original Indenture, it is required that in connection with the Merger, WebMD execute and deliver to the Trustee a supplemental indenture that provides that, from and after the Effective Time, each $1,000 principal amount of Securities shall be convertible, in accordance with the applicable provisions of the Original Indenture, into the number of shares of WebMD Common Stock that a holder of a number of shares of HLTH Common Stock equal to the conversion rate immediately prior to the Merger would have been entitled to receive in the Merger and, in accordance with Section 9.01 of the Original Indenture, WebMD and the Trustee may enter into such supplemental indenture without the consent of any Securityholder.

     NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, WebMD and the Trustee mutually covenant and agree for the equal and ratable benefit of the Securityholders as follows:

     SECTION 1. Substitution of WebMD, as Successor by Merger, for HLTH. Pursuant to Sections 5.01 and 5.02 of the Original Indenture, (a) WebMD shall become, as of the Effective Time, the successor to, and be substituted for, HLTH for all purposes of the Indenture and the Securities; and (b) WebMD hereby assumes, as of the Effective Time, every duty and obligation of HLTH under the Original Indenture and the Securities with the same effect as if WebMD had been named as the “Company” in the Original Indenture. From and after the Effective Time, the Trustee and the Securityholders shall be entitled to enforce the obligations of HLTH against WebMD, and WebMD shall be entitled to exercise the rights and powers of HLTH, as if it were the issuer of the Securities under the Indenture, consistent with the terms of this First Supplemental Indenture.

     SECTION 2. Conversion of Securities. In accordance with Section 10.13 of the Original Indenture and subject to the provisions of Sections 10.03 and 10.04 thereof, from and after the Effective Time, each $1,000 principal amount of Securities shall be convertible, during any period in which such Securities shall be convertible as specified in the Original Indenture, into the number of shares of WebMD Common Stock that a holder of a number of shares of HLTH Common Stock equal to the conversion rate immediately prior to the Merger would have been entitled to receive in the Merger (which, for the avoidance of doubt, shall be equal to 28.5503 shares of WebMD Common Stock per $1,000 principal amount of Securities and shall result in a “Conversion Price” of approximately $35.03).

     SECTION 3. Notices. Pursuant to Section 11.02 of the Original Indenture, the address for providing notices to the Company is hereby changed to:

WebMD Health Corp.
111 Eighth Avenue
New York, New York 10011
Attention: General Counsel
Facsimile: (212) 624-3773
Email: dwamsley@webmd.net

     SECTION 4. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Original Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every Holder of a Security heretofore or hereafter authenticated and delivered shall be bound hereby. The provisions of this First Supplemental Indenture shall supersede the provisions of the Original Indenture to the extent the Original Indenture is inconsistent herewith.

     SECTION 5. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed by the Trustee by reason of this First Supplemental Indenture. This First Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. In entering into this First Supplemental Indenture, the Trustee shall be

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entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

     SECTION 7. Counterparts. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart by facsimile shall be effective as delivery of a manually executed counterpart thereof.

     SECTION 8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction of this First Supplemental Indenture.

     IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above.

WEBMD HEALTH CORP.
By:	/s/ Mark D. Funston
	Name:	Mark D. Funston
	Title:	Executive Vice President and Chief Financial Officer
THE BANK OF NEW YORK MELLON (FORMERLY KNOWN AS THE BANK OF NEW YORK), not in its individual capacity, but solely as Trustee
By:	/s/ Christopher Greene
	Name:	Christopher Greene
	Title:	Vice President

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EX-4.4

Exhibit 4.4

CONFORMED COPY

     THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), is dated as of October 23, 2009, by and between WebMD Health Corp., a Delaware corporation (“WebMD”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”), under the Indenture referred to below. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Indenture.

WITNESSETH:

     WHEREAS, HLTH Corporation (formerly known as “Emdeon Corporation” and, prior to that, as “WebMD Corporation”), a Delaware corporation (“HLTH”), and the Trustee are parties to an Indenture, dated as of June 25, 2003 (the “Original Indenture,” and as amended by this First Supplemental Indenture, the “Indenture”), providing for the issuance of HLTH’s 1.75% Convertible Subordinated Notes due 2023 in the aggregate principal amount of $350,000,000 (the “Securities”), $264,583,000 of which are currently outstanding and $85,417,000 of which have previously been repurchased by HLTH and retired;

     WHEREAS, HLTH has entered into an Agreement and Plan of Merger, dated as of June 17, 2009, with WebMD (the “Merger Agreement”), pursuant to which (i) HLTH will merge with and into WebMD, with WebMD continuing as the surviving entity (the “Merger”) and (ii) each issued and outstanding share of common stock of HLTH, par value $0.0001 per share (“HLTH Common Stock”) shall be converted into the right to receive 0.4444 shares of common stock, par value $.01 per share, of WebMD (“WebMD Common Stock”);

     WHERAS, at the effective time of the Merger (the “Effective Time”), pursuant to the Merger Agreement and the applicable provisions of the Delaware General Corporation Law, all the property, rights, privileges, powers and franchises of HLTH shall vest in WebMD, as the surviving company in the Merger, and all debts, liabilities, obligations, restrictions, disabilities and duties of HLTH shall become the debts, liabilities, obligations, restrictions, disabilities and duties of WebMD;

     WHEREAS, in accordance with Section 5.01 of the Original Indenture, it is required that in connection with the Merger, WebMD execute and deliver to the Trustee a supplemental indenture that provides that WebMD assumes all the obligations of HLTH under the Securities and the Indenture and, in accordance with Section 9.01 of the Original Indenture, WebMD (as successor by merger to HLTH) and the Trustee may enter into such supplemental indenture without the consent of any Securityholder; and

     WHEREAS, in accordance with Section 10.12 of the Original Indenture, it is required that in connection with the Merger, WebMD execute and deliver to the Trustee a supplemental indenture that provides that, from and after the Effective Time, each $1,000 principal amount of Securities shall be convertible, in accordance with the applicable provisions of the Original Indenture, into the number of shares of WebMD Common Stock that a holder of a number of shares of HLTH Common Stock equal to the conversion rate immediately prior to the Merger would have been entitled to receive in the Merger and, in accordance with Section 9.01 of the Original Indenture, WebMD and the Trustee may enter into such supplemental indenture without the consent of any Securityholder.

     NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt of which is hereby acknowledged, WebMD and the Trustee mutually covenant and agree for the equal and ratable benefit of the Securityholders as follows:

     SECTION 1. Substitution of WebMD, as Successor by Merger, for HLTH. Pursuant to Sections 5.01 and 5.02 of the Original Indenture, (a) WebMD shall become, as of the Effective Time, the successor to, and be substituted for, HLTH for all purposes of the Indenture and the Securities; and (b) WebMD hereby assumes, as of the Effective Time, every duty and obligation of HLTH under the Original Indenture and the Securities with the same effect as if WebMD had been named as the “Company” in the Original Indenture. From and after the Effective Time, the Trustee and the Securityholders shall be entitled to enforce the obligations of HLTH against WebMD, and WebMD shall be entitled to exercise the rights and powers of HLTH, as if it were the issuer of the Securities under the Indenture, consistent with the terms of this First Supplemental Indenture.

     SECTION 2. Conversion of Securities. In accordance with Section 10.12 of the Original Indenture, from and after the Effective Time, each $1,000 principal amount of Securities shall be convertible, during any period in which such Securities shall be convertible as specified in the Original Indenture, into the number of shares of WebMD Common Stock that a holder of a number of shares of HLTH Common Stock equal to the conversion rate immediately prior to the Merger would have been entitled to receive in the Merger (which, for the avoidance of doubt, shall be equal to 28.8759 shares of WebMD Common Stock per $1,000 principal amount of Securities and shall result in a “Conversion Price” of approximately $34.63).

     SECTION 3. Notices. Pursuant to Section 12.02 of the Original Indenture, the address for providing notices to the Company is hereby changed to:

WebMD Health Corp.
111 Eighth Avenue
New York, New York 10011
Attention: General Counsel
Facsimile: (212) 624-3773
Email: dwamsley@webmd.net

     SECTION 4. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Original Indenture, as supplemented by this First Supplemental Indenture, is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Original Indenture for all purposes, and every Holder of a Security heretofore or hereafter authenticated and delivered shall be bound hereby. The provisions of this First Supplemental Indenture shall supersede the provisions of the Original Indenture to the extent the Original Indenture is inconsistent herewith.

     SECTION 5. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 6. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture or for or in respect of the recitals contained herein. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed by the Trustee by reason of this First Supplemental Indenture. This First Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. In entering into this First Supplemental Indenture, the Trustee shall be

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entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided.

     SECTION 7. Counterparts. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart by facsimile shall be effective as delivery of a manually executed counterpart thereof.

     SECTION 8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction of this First Supplemental Indenture.

     IN WITNESS WHEREOF, the parties have caused this First Supplemental Indenture to be duly executed as of the date first written above.

WEBMD HEALTH CORP.
By:	/s/ Mark D. Funston
	Name:	Mark D. Funston
	Title:	Executive Vice President and Chief Financial Officer
THE BANK OF NEW YORK MELLON (FORMERLY KNOWN AS THE BANK OF NEW YORK), not in its individual capacity, but solely as Trustee
By:	/s/ Christopher Greene
	Name:	Christopher Greene
	Title:	Vice President

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