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
April 28, 2009
Date of Report (Date of earliest event reported)
HLTH CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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0-24975
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94-3236644 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361
(Address of principal executive offices, including zip code)
(201) 703-3400
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. |
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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 incorporated by reference herein.
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Item 1.02. |
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Termination of a Material Definitive Agreement |
To the extent required by Item 1.02 of Form 8-K, the information contained in Item 2.03
of this Current Report is incorporated by reference herein.
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Item 2.03. |
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Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance
Sheet Arrangement of a Registrant |
As previously disclosed, HLTH Corporation and WebMD Health Corp., its publicly traded
subsidiary, hold investments in certain auction rate securities (ARS) backed by student loans. In
May 2008, HLTH and WebMD each entered into a non-recourse credit facility (the 2008 Credit
Facilities) with an affiliate of Citigroup, secured by their respective ARS holdings (including,
in some circumstances, interest payable on the ARS holdings), that allowed HLTH and WebMD to borrow
up to 75% of the face amount of the ARS holdings pledged as collateral. The description of the
2008 Credit Facilities in Note 19 to the Consolidated Financial Statements included in HLTHs
Annual Report on Form 10-K for the year ended December 31, 2008 is, pursuant to General Instruction
B.3 of Form 8-K, incorporated by reference herein. No borrowings were made under the 2008 Credit
Facilities.
On April 28, 2009, HLTH entered into new non-recourse credit facility and WebMD entered into
an amended and restated facility, each with an affiliate of Citigroup (collectively, the 2009
Credit Facilities), replacing the 2008 Credit Facilities. The 2009 Credit Facilities are secured
by the respective borrowers ARS holdings (including, in some circumstances, interest payable on
the ARS holdings). The HLTH 2009 Credit Facility is governed by a new loan agreement and the WebMD
2009 Loan Facility is governed by an amended and restated loan agreement, each of which contains
customary representations and warranties of the borrower and certain affirmative covenants and
negative covenants relating to the pledged collateral. Under each of the loan agreements, the
borrower and the lender may, in certain circumstances, cause the pledged collateral to be sold,
with the proceeds of any such sale required to be applied in full immediately to repayment of
amounts borrowed. Loan proceeds may be used for general working capital purposes or other lawful
business purposes of the borrower (including repurchases of its own securities), but not for
purposes of buying, trading or carrying other securities. The other material terms of the 2009
Credit Facilities are substantially the same as the 2008 Credit Facilities, except as follows:
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the maximum that can be borrowed under HLTHs 2009 Credit Facility is $142,575,000 (an
amount equal to 75% of the face amount of HLTHs current ARS holdings) and the maximum
amount that can be borrowed under WebMDs 2009 Credit Facility is $123,075,000 (an amount
equal to 75% of the face amount of WebMDs current ARS holdings); |
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the interest rate applicable to borrowings under the 2009 Credit Facilities will be the
Open Federal Funds Rate plus 3.95%; and |
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WebMD and HLTH can each make borrowings under the 2009 Credit Facilities until April 27,
2010. |
No borrowings have been made under either of the 2009 Credit Facilities to date. Any borrowings
outstanding under the 2009 Credit Facilities after February 26, 2010 become demand loans, subject
to 60 days notice, with recourse only to the pledged collateral.
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