WebMD Health (WBMD)

 

The Company was a subsidiary of and wholly owned by HLTH through September 28, 2005. The Company’s Class A Common Stock began trading on the Nasdaq National Market under the ticker symbol “WBMD” on September 29, 2005. The Company closed and received proceeds from the IPO on October 4, 2005. The IPO consisted of 7,935,000 shares of Class A Common Stock. Since the IPO, HLTH has continued to own all 48,100,000 shares of the Company’s Class B Common Stock, representing, as of December 31, 2007, 84.1% of the Company’s outstanding common stock and 96.2% of the combined voting power of the Company’s outstanding common stock. Each share of the Company’s Class B Common Stock is convertible at HLTH’s option into one share of the Company’s Class A Common Stock. In addition, shares of the Class B Common Stock will automatically be converted, on a one-for-one basis, into shares of Class A Common Stock on a transfer to any person other than a majority owned subsidiary of HLTH or a successor of HLTH. On the fifth anniversary of the closing date of the IPO, all then outstanding shares of Class B Common Stock will automatically be converted, on a one-for-one basis, into shares of Class A Common Stock. See Note 5 for a description of certain agreements governing the relationships between HLTH and the Company following the IPO.

 

The Company received proceeds from the IPO of $125,392, net of underwriting discounts of $9,721 and costs of the IPO. The costs of the IPO, not including the underwriting discounts, were approximately $5,800. Approximately $2,000 of this amount was paid by HLTH prior to the IPO.

 

 

 

The Company was a subsidiary of and wholly owned by HLTH through September 28, 2005. The Company’s Class A Common Stock began trading on the Nasdaq National Market under the ticker symbol “WBMD” on September 29, 2005. The Company closed and received proceeds from the IPO on October 4, 2005. The IPO consisted of 7,935,000 shares of Class A Common Stock. Since the IPO, HLTH has continued to own all 48,100,000 shares of the Company’s Class B Common Stock, representing, as of December 31, 2007, 84.1% of the Company’s outstanding common stock and 96.2% of the combined voting power of the Company’s outstanding common stock. Each share of the Company’s Class B Common Stock is convertible at HLTH’s option into one share of the Company’s Class A Common Stock. In addition, shares of the Class B Common Stock will automatically be converted, on a one-for-one basis, into shares of Class A Common Stock on a transfer to any person other than a majority owned subsidiary of HLTH or a successor of HLTH. On the fifth anniversary of the closing date of the IPO, all then outstanding shares of Class B Common Stock will automatically be converted, on a one-for-one basis, into shares of Class A Common Stock. See Note 5 for a description of certain agreements governing the relationships between HLTH and the Company following the IPO.

 

The Company received proceeds from the IPO of $125,392, net of underwriting discounts of $9,721 and costs of the IPO. The costs of the IPO, not including the underwriting discounts, were approximately $5,800. Approximately $2,000 of this amount was paid by HLTH prior to the IPO.

 

 

 

The Company was a subsidiary of and wholly owned by HLTH through
September 28, 2005. The Company’s Class A Common
Stock began trading on the Nasdaq National Market under the
ticker symbol “WBMD” on September 29, 2005. The
Company closed and received proceeds from the IPO on
October 4, 2005. The IPO consisted of 7,935,000 shares
of Class A Common Stock. Since the IPO, HLTH has continued
to own all 48,100,000 shares of the Company’s
Class B Common Stock, representing, as of December 31,
2007, 84.1% of the Company’s outstanding common stock and
96.2% of the combined voting power of the Company’s
outstanding common stock. Each share of the Company’s
Class B Common Stock is convertible at HLTH’s option
into one share of the Company’s Class A Common Stock.
In addition, shares of the Class B Common Stock will
automatically be converted, on a one-for-one basis, into shares
of Class A Common Stock on a transfer to any person other
than a majority owned subsidiary of HLTH or a successor of HLTH.
On the fifth anniversary of the closing date of the IPO, all
then outstanding shares of Class B Common Stock will
automatically be converted, on a one-for-one basis, into shares
of Class A Common Stock. See Note 5 for a description
of certain agreements governing the relationships between HLTH
and the Company following the IPO.

 

The Company received proceeds from the IPO of $125,392, net of
underwriting discounts of $9,721 and costs of the IPO. The costs
of the IPO, not including the underwriting discounts, were
approximately $5,800. Approximately $2,000 of this amount was
paid by HLTH prior to the IPO.

 

 

 

The Company was a subsidiary of and wholly owned by Emdeon through September 28, 2005. The Company’s Class A Common Stock began trading on the Nasdaq National Market under the ticker symbol “WBMD” on September 29, 2005. The Company closed and received proceeds from the IPO on October 4, 2005. The IPO consisted of 7,935,000 shares of Class A Common Stock. Since the IPO, Emdeon has continued to own all 48,100,000 shares of the Company’s Class B Common Stock, representing 84.6% as of December 31, 2006 of the Company’s outstanding common stock and 96.5% as of December 31, 2006 of the combined voting power of the Company’s outstanding common stock. Each share of the Company’s Class B Common Stock is convertible at Emdeon’s option into one share of the Company’s Class A Common Stock. In addition, shares of the Class B Common Stock will automatically be converted, on a one-for-one basis, into shares of Class A Common Stock on a transfer to any person other than a majority owned subsidiary of Emdeon or a successor of Emdeon. On the fifth anniversary of the closing date of the IPO, all then outstanding shares of Class B Common Stock will automatically be converted, on a one-for-one basis, into shares of Class A Common Stock. See Note 4 for a description of certain agreements governing the relationships between Emdeon and the Company following the IPO.

 

The Company received proceeds from the IPO of $125,392, net of underwriting discounts of $9,721 and costs of the IPO. The costs of the IPO, not including the underwriting discounts, were approximately $5,800. Approximately $2,000 of this amount was paid by Emdeon prior to the IPO.

 

The Company was a subsidiary of and wholly owned by Emdeon through September 28, 2005. The Company’s Class A Common Stock began trading on the Nasdaq National Market under the ticker symbol “WBMD” on September 29, 2005. The Company closed and received proceeds from the IPO on October 4, 2005. The IPO consisted of 7,935,000 shares of Class A Common Stock. Since the IPO, Emdeon has continued to own all 48,100,000 shares of the Company’s Class B Common Stock, representing 84.6% as of December 31, 2006 of the Company’s outstanding common stock and 96.5% as of December 31, 2006 of the combined voting power of the Company’s outstanding common stock. Each share of the Company’s Class B Common Stock is convertible at Emdeon’s option into one share of the Company’s Class A Common Stock. In addition, shares of the Class B Common Stock will automatically be converted, on a one-for-one basis, into shares of Class A Common Stock on a transfer to any person other than a majority owned subsidiary of Emdeon or a successor of Emdeon. On the fifth anniversary of the closing date of the IPO, all then outstanding shares of Class B Common Stock will automatically be converted, on a one-for-one basis, into shares of Class A Common Stock. See Note 4 for a description of certain agreements governing the relationships between Emdeon and the Company following the IPO.

 

The Company received proceeds from the IPO of $125,392, net of underwriting discounts of $9,721 and costs of the IPO. The costs of the IPO, not including the underwriting discounts, were approximately $5,800. Approximately $2,000 of this amount was paid by Emdeon prior to the IPO.