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

November 20, 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 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 hereby incorporated by reference into 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

On November 20, 2013, the Registrant issued a press release announcing a proposed private placement of Convertible Notes due 2020. A copy of this press release is filed as Exhibit 99.1 to this Current Report. On November 21, 2013, the Registrant issued a press release regarding the pricing of its offer and sale of $300 million aggregate principal amount of 1.50% Convertible Notes due 2020 (the “Notes”), plus up to an additional $50 million principal amount of Notes pursuant to an over-allotment option granted to the initial purchaser of the Notes. A copy of this press release is filed as Exhibit 99.2 to this Current Report.

On November 26, 2013, the Registrant completed the private placement of $300 million aggregate principal amount of the Notes and entered into an Indenture, with respect to the Notes, with The Bank of New York Mellon Trust Company, N.A. A copy of the Indenture (which will contain a copy of the form of the Note) will be filed as Exhibit 4.1 to an amendment to this Current Report. The Notes were issued by the Registrant to an initial purchaser in a private placement pursuant to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), for resale to “qualified institutional buyers” (as defined in, and in reliance on, Rule 144A under the Securities Act) through the initial purchaser. Net proceeds to the Registrant from the sale of the Notes are estimated to be approximately $291.5 million, after the initial purchaser’s discount and estimated expenses. The Registrant intends to use the net proceeds for general corporate purposes, which may include acquisitions, repurchases of its common stock (“Common Stock”), and working capital.

The Notes will mature on December 1, 2020, unless previously repurchased or converted in accordance with their terms prior to such date. Interest on the Notes is payable semiannually on June 1 and December 1 of each year, commencing on June 1, 2014. Under the terms of the Notes, holders may surrender their Notes for conversion into Common Stock at an initial conversion rate of 18.9362 shares of Common Stock per $1,000 principal amount of Notes. This is equivalent to an initial conversion price of approximately $52.81 per share of Common Stock. The initial conversion price represents a premium of approximately 36% over the closing price of the Common Stock on the Nasdaq Global Select Market on November 20, 2013. In the aggregate, the Notes are initially convertible into 5,680,860 shares of Common Stock. The conversion rate may be adjusted under certain circumstances.

Under the terms of the Notes, if the Registrant undergoes certain change of control or other fundamental change transactions prior to the maturity date of the Notes, holders of the Notes will have the right, at their option, to require the Registrant to repurchase some or all of their Notes at a repurchase price equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.

Item 3.02. Unregistered Sales of Equity Securities

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 2.03 of this Current Report is hereby incorporated by reference into this Item 3.02.

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Item 9.01. Financial Statements and Exhibits.

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

Exhibit Number	Description
4.1*	Indenture between the Registrant and The Bank of New York Mellon Trust Company, N.A., dated as of November 26, 2013
99.1	Press Release, dated November 20, 2013, regarding proposed offering of Convertible Notes due 2020
99.2	Press Release, dated November 21, 2013, regarding pricing of the Registrant’s 1.50% Convertible Notes due 2020

* To be filed by amendment.

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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: November 26, 2013	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit Number	Description
4.1*	Indenture between the Registrant and The Bank of New York Mellon Trust Company, N.A., dated as of November 26, 2013
99.1	Press Release, dated November 20, 2013, regarding proposed offering of Convertible Notes due 2020
99.2	Press Release, dated November 21, 2013, regarding pricing of the Registrant’s 1.50% Convertible Notes due 2020

* To be filed by amendment.

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 Proposed Offering of Convertible Notes

New York, NY (November 20, 2013)—WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced that it intends to offer $300 million of Convertible Notes due 2020 in a private placement. WebMD also expects to grant the initial purchaser in the proposed offering an option to purchase up to an additional $50 million aggregate principal amount of notes. The notes are being offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.

The notes will be convertible into shares of WebMD’s common stock, based on a conversion rate to be determined. Interest on the notes will be payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2014. The notes will mature on December 1, 2020 unless previously repurchased or converted in accordance with their terms prior to such date. The interest rate, conversion rate, conversion price and other terms of the notes will be determined at the time of pricing of the offering.

WebMD intends to use the net proceeds from the sale of the notes for general corporate purposes, which may include acquisitions and repurchases of WebMD common stock, and for working capital.

The notes and the common stock of WebMD issuable upon conversion of the notes will not be registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such jurisdiction.

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.

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All statements contained in this press release, other than statements of historical fact, are forward-looking statements. These statements are based on WebMD’s current plans and expectations and involve risks and uncertainties, including those described in our SEC filings.

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WebMD^®, Medscape^®, CME Circle^®, Medpulse^®, eMedicine^®, MedicineNet^®, theheart.org^® and RxList^® are among the trademarks of WebMD Health Corp. or its subsidiaries.

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EX-99.2

Exhibit 99.2

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

WebMD Announces Pricing of $300 Million of 1.50% Convertible Notes Due 2020

New York, NY (November 21, 2013)—WebMD Health Corp. (NASDAQ: WBMD), the leading source of health information, today announced the pricing of its private placement of $300 million aggregate principal amount of 1.50% Convertible Notes due 2020. The notes are being offered only to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933. WebMD has also granted the initial purchaser in the offering a 30-day option to purchase up to an additional $50 million aggregate principal amount of notes. Interest on the notes is payable semiannually on June 1 and December 1 of each year, commencing June 1, 2014.

The notes are convertible into shares of WebMD common stock based on an initial conversion rate of 18.9362 shares of WebMD common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $52.81 per share. The initial conversion price represents a premium of approximately 36% over the closing price of WebMD common stock on the Nasdaq Global Select Market on November 20, 2013.

Holders of the notes may require WebMD to repurchase their notes upon the occurrence of a fundamental change at a price equal to 100% of the principal amount of the notes being repurchased, plus any accrued and unpaid interest.

WebMD intends to use the net proceeds from the sale of the notes for general corporate purposes, which may include acquisitions, repurchases of WebMD common stock, and working capital. David Schlanger, Chief Executive Officer of WebMD, said: “Obtaining long-term financing at favorable rates puts WebMD in a strong position to pursue its long-term business strategies, which could include acquisitions to accelerate our entry into new markets and diversify our revenue streams.”

Consummation of the sale of the notes is subject to customary closing conditions, and there can be no assurance that the offering of the notes will be consummated. Settlement is expected to occur on November 26, 2013.

The notes and the common stock of WebMD issuable upon conversion of the notes will not be registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

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.

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All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: our expectations concerning market opportunities and our ability to capitalize on them; and the benefits expected from new products or services. 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: market acceptance of our products and services; competition for advertisers and sponsors for our public portals and mobile platforms; changes in financial markets; and changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries. 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.

*****************************

WebMD^®, Medscape^®, CME Circle^®, Medpulse^®, eMedicine^®, MedicineNet^®, theheart.org^® and RxList^® are among the trademarks of WebMD Health Corp. or its subsidiaries.

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