Teladoc,Inc. (NYSE:TDOC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
On May8, 2018, Teladoc,Inc. (the “Company”) issued $287.5 million aggregate principal amount of 1.375% Convertible Senior Notes due 2025 (the “Notes”). The Notes were issued to an indenture, dated as of May8, 2018 (the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes will bear interest at the annual rate of 1.375%, payable on May15 and November15 of each year, beginning on November15, 2018, and will mature on May15, 2025 unless earlier converted, redeemed or repurchased. The Notes may be settled in cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election (subject to, and in accordance with, the settlement provisions of the Indenture). The initial conversion rate for the Notes is 18.6621 shares of the Company’s common stock (subject to adjustment as provided for in the Indenture) per $1,000 principal amount of the Notes, which is equal to an initial conversion price of approximately $53.58 per share, representing a conversion premium of approximately 28.5% above the closing price of the Company’s common stock of $41.70 per share on May3, 2018. In addition, following certain corporate events that occur prior to the maturity date, the Company will pay a make-whole premium by increasing the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event in certain circumstances.
Holders of the Notes may convert all or any portion of their Notes, in multiples of $1,000 principal amount, at their option at any time prior to the close of business on the business day immediately preceding November15, 2024, only under the following circumstances:
· effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and
· structurally junior to all indebtedness and other liabilities of the Company’s subsidiaries.
In certain circumstances if, at any time during the six-month period beginning on, and including, the date that is six months after the last date of original issuance of the Notes, the Company fails to timely file certain documents or reports required to be filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or the Notes are not otherwise freely tradable by holders of the Notes other than the Company’s affiliates, additional interest will accrue on the Notes during the period in which the Company’s failure to file has occurred and is continuing or such Notes are not otherwise freely tradable by holders other than the Company’s affiliates.
In addition, if, and for so long as, the restrictive legend on the Notes has not been removed in accordance with the terms of the Indenture and the Notes, the Notes are assigned a restricted CUSIP number or the Notes are not otherwise freely tradable by holders other than the Company’s affiliates (without restrictions to U.S. securities laws or the terms of the Indenture or the Notes) as of the 380th day after the last date of original issuance of the Notes, the Company will pay additional interest on the Notes during the period in which the Notes remain so restricted.
The foregoing description of the Indenture and the Notes is qualified in its entirety by reference to each of the Indenture and Global 1.375% Convertible Senior Note due 2025, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form8-K and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 3.02.
As described in Item 1.01 of this Current Report on Form8-K, on May8, 2018, the Company offered and sold $287.5 million aggregate principal amount of Notes to Jefferies LLC, J.P. Morgan Securities LLC and Piper Jaffray& Co. (collectively, the “Initial Purchasers”) in a private placement in reliance on the exemption from