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Stocks W / WebMD Corp.


Subject:  Analyze this ... request from a newbie Date:  8/24/2005  9:16 PM
Author:  BingoWT Number:  3887 of 3900

WebMD came out with this 300mln convertible sr. notes today. But to a newbie of the game, what does this mean? How does this impact the financials short- and long- term? 300mln for 20 years sure doesn't seem that significant?

Any fans of numbers out there care to show a newbie the way to ...

ELMWOOD PARK, N.J., Aug. 24 /PRNewswire-FirstCall/ -- WebMD Corporation (Nasdaq: HLTH - News), now operating as Emdeon Corporation, today announced the pricing of its private placement of $300 million aggregate principal amount of 3 1/8% Convertible Senior Notes due 2025. The offering of notes is being made only to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933. Emdeon has granted the initial purchaser an option to purchase up to an additional $45 million aggregate principal amount of notes, solely to cover over-allotments. Emdeon intends to use the net proceeds from the private placement for general corporate purposes, which may include acquisitions, repurchases of its common stock and for working capital.

Interest on the notes is payable semiannually on March 1 and September 1 of each year, commencing March 1, 2006. Emdeon will also pay contingent interest of 0.25% per annum to the holders of the notes during specified six- month periods, commencing with the six-month period beginning on September 1, 2012 if the average trading price of a note for the specified period equals 120% or more of the principal amount of the note.

The notes are convertible into shares of Emdeon's common stock at an initial conversion price of $15.57 per common share at any time prior to the maturity of the notes, provided that Emdeon may at its option deliver, in lieu of shares of its common stock, cash or a combination of cash and shares of its common stock. The initial conversion price represents a premium of approximately 35% over the closing price of Emdeon's common stock on August 24, 2005.

On or after September 5, 2010, Emdeon may, at its option, redeem all or a portion of the notes for cash.

Holders of the notes may require Emdeon to repurchase their notes on September 1, 2012, September 1, 2015 and September 1, 2020, for cash, and upon a change of control of Emdeon at a price equal to 100% of the principal amount of the notes being repurchased, plus any accrued and unpaid interest.

The notes and the common stock of Emdeon 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.

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 August 30, 2005.

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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