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 18, 2013

Date of Report (Date of earliest event reported)

WEBMD HEALTH CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-35337	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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into Material Definitive Agreement.

On October 21, 2013, WebMD Health Corp. issued a press release announcing it had entered into an agreement (which we refer to as the Stock Purchase Agreement) to repurchase all of the shares of WebMD Common Stock beneficially owned by Carl C. Icahn and certain of his affiliates (which we refer to as the Icahn Group), at a purchase price of $32.08 per share, the NASDAQ Official Closing Price of WebMD Common Stock on October 18, 2013. The repurchase of the 5,527,433 shares of WebMD Common Stock was completed on October 21, 2013. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. A copy of the Stock Purchase Agreement is filed as Exhibit 10.1 hereto.

Item 9.01. Financial Statements and Exhibits.

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

Exhibit Number	Description
10.1	Stock Purchase Agreement, dated October 18, 2013, by and among the Registrant and the Icahn Group (incorporated by reference to Exhibit 1 to Amendment No. 10, filed on October 21, 2013, to the Icahn Group’s Schedule 13-D relating to the Common Stock of the Registrant)
99.1	Press Release, issued by the Registrant on October 21, 2013, regarding repurchase of shares from Icahn Group

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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 22, 2013	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit Number	Description
10.1	Stock Purchase Agreement, dated October 18, 2013, by and among the Registrant and the Icahn Group (incorporated by reference to Exhibit 1 to Amendment No. 10, filed on October 21, 2013, to the Icahn Group’s Schedule 13-D relating to the Common Stock of the Registrant)
99.1	Press Release, issued by the Registrant on October 21, 2013, regarding repurchase of shares from Icahn Group

EX-99.1

Exhibit 99.1

Contacts:
Investors:	Media:
Risa Fisher	Adam Grossberg
rfisher@webmd.net	agrossberg@webmd.net
212-624-3817	212-624-3790

WEBMD ANNOUNCES REPURCHASE OF SHARES FROM ICAHN GROUP

New York, NY (October 21, 2013) – WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced that it has entered into an agreement to repurchase all of the shares of WebMD common stock beneficially owned by Carl C. Icahn and certain of his affiliates, at a purchase price of $32.08 per share, the NASDAQ Official Closing Price of WebMD’s common stock on October 18, 2013. The total purchase price for the approximately 5.5 million shares will be $177.3 million and will be funded from WebMD’s cash and cash equivalents on hand. This transaction is expected to be completed today.

“Our decision to repurchase these shares reflects our belief that, as the healthcare landscape continues to evolve, the combination of WebMD’s trusted brand, industry-leading scale, high-quality consumer and professional audiences and customer relationships provides us with a strong foundation to deliver long-term growth,” said David Schlanger, Chief Executive Officer, WebMD.

Inclusive of this transaction, since June 30^, 2013, WebMD has repurchased approximately 10.8 million shares of its common stock and $148 million principal amount of its 2.25% Convertible Notes due 2016.

After this transaction, WebMD will have approximately 40.4 million shares of its common stock outstanding (including approximately 0.9 million unvested shares of restricted stock) and expects to have approximately $550 million in cash and cash equivalents and $652 million in aggregate principal amount of convertible notes outstanding.

The repurchase announced today was made outside of WebMD’s existing share repurchase program and approximately $54 million remains available for repurchases under that program.

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 our public and private online portals, mobile platforms and health-focused publications.

The WebMD Health Network includes WebMD Health, Medscape, MedicineNet, eMedicineHealth, RxList, theheart.org, Medscape Education and other owned WebMD sites.

All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: the effects of the transaction described in this press release; and our beliefs as to market opportunities and our ability to capitalize on them. These statements speak only as of the date of this press release, 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. These risks and uncertainties include those relating to: market acceptance of our products and services; regulatory and other factors affecting our relationships with customers and their use of our products and services; our ability to attract and retain qualified personnel; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries. Additional information about these risks and uncertainties can be found in our Securities and Exchange Commission filings and this press release is intended to be read in conjunction with those 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.