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WebMD Closes Offering of 2.50% Convertible Notes Due 2018
Date:1/11/2011

NEW YORK, Jan. 11, 2011 /PRNewswire/ -- WebMD Health Corp. (Nasdaq: WBMD) today announced the closing of its private placement of $400 million aggregate principal amount of 2.50% Convertible Notes due 2018 (including $50 million aggregate principal amount of notes pursuant to the exercise in full of the initial purchaser's over-allotment option).  The notes were offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.  

The notes are convertible into shares of WebMD common stock based on an initial conversion rate of 15.1220 shares of WebMD common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $66.13 per share.  The initial conversion price represents a premium of approximately 27% over the closing price of WebMD common stock on the Nasdaq Global Select Market on January 5, 2011.  The notes will mature on January 31, 2018, unless previously repurchased or converted in accordance with their terms prior to such date.  

In connection with the offering, WebMD repurchased 1,920,490 shares of its common stock at a price of $52.07 per share and intends to use the remainder of the net proceeds from the sale of the notes for general corporate purposes, which may include acquisitions and additional repurchases of its common stock, and for working capital.

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.

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