Teladoc,Inc. (NYSE:TDOC) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k

7 years ago

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

registration provided by Section4(a)(2)of the Securities Act of 1933, as amended (the “Securities Act”), for resale by the Initial Purchasers to “qualified institutional buyers” to the exemption from registration provided by Rule144A under the Securities Act. Neither the Notes nor the underlying shares of common stock (if conversions of the Notes are settled through delivery of common stock) have been registered under the Securities Act or may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company does not intend to file a shelf registration statement for the resale of the Notes or any shares of common stock issuable upon conversion of the Notes.

This Current Report on Form8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Teladoc, Inc. ExhibitEX-4.1 2 a18-13084_1ex4d1.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION TELADOC,…To view the full exhibit click here
About Teladoc,Inc. (NYSE:TDOC)
Teladoc, Inc., together with its subsidiaries, is a telehealth company. The Company offers telehealth platform, delivering on-demand healthcare anytime, anywhere, through mobile devices, the Internet, video and phone. The Company operates through health services segment. Its solution connects its Members, with its over 3,000 board-certified physicians and behavioral health professionals who treat a range of conditions and cases from acute diagnoses, such as upper respiratory infection, urinary tract infection and sinusitis to dermatological conditions, anxiety and smoking cessation. Its enterprise scale platform is offered for real-time sharing of clinical and non-clinical data in real time among the Teladoc constituents, which include Members, Providers, physician network operations center staff, nurses, SureScripts for electronic medication prescription writing, routing and fulfillment and health plans for claims processing, clinical summaries and clinical alerts.