UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 26, 2010
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 0-51547 | | 20-2783228 |
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(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 (seeGeneral 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
As previously disclosed, SNTC Holding, Inc. (which we refer to as SNTC), which became a wholly-owned subsidiary of the Registrant as a result of the Registrant’s merger with HLTH Corporation on October 23, 2009, entered into a Stock Purchase Agreement, dated as of September 17, 2009, with Aurora Equity Partners III L.P. and Aurora Overseas Equity Partners III, L.P. (which we refer to as the Purchasers), providing for the sale of HLTH’s Porex business (which we refer to as Porex) for $142 million, consisting of $74.5 million in cash payable at closing, subject to customary adjustment based on the amount of Porex’s working capital, and $67.5 million in senior secured notes (which we refer to as the Senior Secured Notes). On October 19, 2009, SNTC completed the sale of Porex to Porex Holding Corporation (which we refer to as Newco), a company formed by the Purchasers to own Porex after the acquisition, and the Senior Secured Notes were issued by Newco under a Note Purchase Agreement, dated October 19, 2009, among SNTC, Newco, Porex Corporation and Porex Surgical, Inc. The Senior Secured Notes are secured by certain assets of Newco and its domestic subsidiaries (including Porex Corporation and Porex Surgical, Inc., which are acting as guarantors (the “Guarantors”) of the Senior Secured Notes). The Senior Secured Notes accrue interest at a rate of 8.75% per annum, payable quarterly. The Senior Secured Notes were issued in four series: the Senior Secured Notes of the first, second and third series have an aggregate principal amount of $10 million each and mature on the first, second and third anniversaries of the closing, respectively; and the Senior Secured Notes of the fourth series have an aggregate principal amount of $37.5 million and mature on the fourth anniversary of the closing.
On March 26, 2010, SNTC entered into an agreement (the “Repurchase Agreement”) with Newco and the Guarantors pursuant to which Newco agreed, subject to meeting the conditions to closing for a financing transaction that would fund the repurchase, to repurchase all of the Senior Secured Notes. If the Senior Secured Notes were repurchased on or prior to April 1, 2010, the purchase price would be 97% of the aggregate principal amount of the Senior Secured Notes (plus accrued interest). If the Senior Secured Notes were repurchased after April 1, 2010 and on or before April 8, 2010, the purchase price would be 100% of the aggregate principal amount of the Senior Secured Notes (plus accrued interest).
On April 1, 2010, the Senior Secured Notes were repurchased by Newco from SNTC and were cancelled, and the Note Purchase Agreement was terminated. As provided in the Repurchase Agreement, SNTC received a purchase price for the Senior Secured Notes of approximately $66,689,000 (consisting of 97% of the aggregate principal amount of the Senior Secured Notes plus accrued interest).
Item 1.02. Termination of a Material Definitive Agreement
The information contained in Item 1.01 of this Current Report is incorporated by reference in this Item 1.02.
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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.
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| | WEBMD HEALTH CORP.
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| Dated: April 5, 2010 | By: | /s/ Lewis H. Leicher | |
| | | Lewis H. Leicher | |
| | | Senior Vice President | |
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