EXHIBIT 99.3
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| | | |  | | WebMD Health Corp. 111 Eighth Avenue 7th Floor New York, NY 10011 212.624.3700 Phone |
NOTICE OF CONVERSION RATE ADJUSTMENT
in respect of
1.50% Convertible Notes due 2020
of
WEBMD HEALTH CORP.
(CUSIP No. 94770V AJ1)
September 24, 2014
| To: | The Holders of WebMD Health Corp.’s |
| | 1.50% Convertible Notes due 2020 (the “Securities”) |
Reference is made to the Indenture, dated as of November 26, 2013 (the “Indenture”), between WebMD Health Corp. (the “Company”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), relating to the Securities. Capitalized terms used but not defined herein have the meanings ascribed to them in the Indenture.
On September 9, 2014, the Company’s previously announced tender offer to purchase its common stock, par value $0.01 per share (the “Common Stock”), expired. Pursuant to Section 10.11 of the Indenture, the Company hereby gives notice to the Holders of the Securities that, as a result of the tender offer and in accordance with Section 10.06(e) of the Indenture, the conversion rate (as defined in the Indenture) at which shares of Common Stock will be delivered upon conversion of the Securities has been adjusted, effective as of September 10, 2014, to 18.9795 shares of Common Stock for each $1,000 principal amount of the Securities.
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| WebMD Health Corp. |
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| By: | | /s/ Lewis H. Leicher |
| Name: | | Lewis H. Leicher |
| Title: | | Senior Vice President and Assistant General Counsel |
