UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 7)

WEBMD HEALTH CORP.
(Name of Subject Company (Issuer))

DIAGNOSIS MERGER SUB, INC.
(Offeror)
A direct wholly-owned subsidiary of

MH SUB I, LLC
(Parent of Offeror)

KKR NORTH AMERICA FUND XI L.P.
 (Other Person)
(Names of Filing Persons (identifying status as Offeror, Issuer or Other Person))

COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)

94770V102
(CUSIP Number of Class of Securities)

B. Lynn Walsh
DIAGNOSIS MERGER SUB, INC.
909 N. Sepulveda Blvd., 11th Floor
El Segundo, CA 90245
(310) 280-4000
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:
Marni J. Lerner
Michael T. Holick
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000

CALCULATION OF FILING FEE
 
Transaction Valuation(1)
Amount of Filing Fee(2)
$2,611,275,144.82
$308,441.79
(1)
Estimated for purposes of calculating the amount of the filing fee only. The transaction valuation was calculated by adding the sum of (i) 37,981,418 shares of common stock (including 632,518 restricted shares and 55,000 performance shares), par value $0.01 per share (“Shares”), of WebMD Health Corp., a Delaware corporation (“WebMD”) outstanding multiplied by the offer price of $66.50 per share, (ii) 5,545,566 Shares issuable pursuant to options with an exercise price less than the offer price of $66.50 per share multiplied by the offer price $66.50 per share minus the weighted average strike price for such options of $42.23; and (iii) 13,834 Shares issuable pursuant to outstanding restricted stock units multiplied by an amount equal to the offer price of $66.50 per share. The foregoing share figures have been provided by WebMD and are as of August 1, 2017, the most recent practicable date.
(2)
The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2017, issued August 31, 2016, by multiplying the transaction value by 0.0001159.

☒
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: $308,441.79
 
Filing Party: Diagnosis Merger Sub, Inc.
Form of Registration No.: Schedule TO-T (File No. 005-81047)
 
Date Filed: August 7, 2017

☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
 
Check the appropriate boxes below to designate any transactions to which the statement relates:

 
☒
Third-party tender offer subject to Rule 14d-1.
 
☐
Issuer tender offer subject to Rule 13e-4.
 
☐
Going-private transaction subject to Rule 13e-3.
 
☐
Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 
☐
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 
☐
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 
This Amendment No. 7 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, the “Schedule TO”) filed with the Securities and Exchange Commission on August 7, 2017 by (i) MH Sub I, LLC, a Delaware limited liability company (“Parent”), (ii) Diagnosis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Purchaser”), and (iii) KKR North America Fund XI L.P., a Cayman Islands limited partnership and an affiliate of an alternative investment vehicle that is the controlling stockholder of both Parent and the Purchaser. The Schedule TO relates to the tender offer for all of the issued and outstanding shares of common stock, par value $0.01 per share (“Shares”), of WebMD Health Corp., a Delaware corporation (“WebMD”), at a price of $66.50 per Share, net to the seller in cash, without interest and less any applicable withholding taxes upon the terms and conditions set forth in the offer to purchase, dated August 7, 2017 (together with any amendments or supplements thereto, the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), a copy of which is attached as Exhibit (a)(1)(B).

The Schedule TO, and all information set forth in the Offer to Purchase, to the extent incorporated by reference herein, is hereby amended and supplemented as set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule TO and the Offer to Purchase.

Item 1 through 9 and Item 11.

Item 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

“The Offer and withdrawal rights expired as scheduled on September 14, 2017, at 5:00 P.M., New York City time. The Depositary and Paying Agent has advised Parent and the Purchaser that, as of the Expiration Date, a total of 30,583,187 Shares had been validly tendered into and not withdrawn from the Offer, representing approximately 78.69% of the then issued and outstanding Shares (including restricted shares) of WebMD. In addition, 2,392,131 Shares have been tendered by Notice of Guaranteed Delivery, representing approximately 6.16% of the then issued and outstanding Shares (including restricted shares).

The number of Shares validly tendered into the Offer and not properly withdrawn (excluding Shares tendered pursuant to Notices of Guaranteed Delivery for which Shares were not yet delivered) satisfies the Minimum Condition. All Offer Conditions have been satisfied or waived and the Purchaser accepted for payment, and, on September 15, 2017, expects to promptly pay for, all Shares validly tendered into and not withdrawn from the Offer.

As a result of its acceptance of the Shares tendered into the Offer, the Purchaser acquired sufficient Shares to consummate the Merger pursuant to Section 251(h) of the DGCL without a vote or any further action by the stockholders of WebMD.  Accordingly, Parent and the Purchaser intend to effect the Merger of the Purchaser with and into WebMD, with WebMD surviving as a wholly-owned subsidiary of Parent, as soon as practicable. Each Share issued and outstanding immediately prior to the Effective Time of the Merger (other than Shares held in the treasury of WebMD or owned by any direct or indirect wholly-owned subsidiary of WebMD and Shares owned by Parent, the Purchaser or any direct or indirect wholly-owned subsidiary of Parent, or by any stockholder of WebMD who have properly exercised their appraisal rights under Section 262 of the DGCL) will be cancelled and converted into the right to receive an amount in cash equal to the Offer Price, less any applicable withholding taxes and without interest. As a consequence of the Merger, the Shares will no longer be listed on the Nasdaq and will be deregistered under the Exchange Act.

The press release announcing the expiration of the Offer and the acceptance of Shares for payment is attached hereto as Exhibit (a)(1)(J).”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:


(a)(1)(J)
 
Joint Press Release issued by Parent and WebMD, dated September 15, 2017.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


   
 
DIAGNOSIS MERGER SUB, INC.
     
 
By
/s/ B. Lynn Walsh
 
Name:
B. Lynn Walsh
 
Title:
Vice President and Secretary
 
Date:
September 15, 2017
   
 
MH SUB I, LLC
     
 
By
/s/ Robert N. Brisco
 
Name:
Robert N. Brisco
 
Title:
Chief Executive Officer
 
Date:
September 15, 2017
   
 
KKR NORTH AMERICA FUND XI L.P.
     
 
By
KKR Associates North America XI L.P.
 
Its:
General Partner
     
 
By
KKR North America XI Limited
 
Its:
General Partner
     
 
By
/s/ John Park
 
Name:
John Park
 
Title:
Attorney-in-fact for William Janetschek, Director
 
Date:
September 15, 2017

EXHIBIT INDEX
 
Exhibit
No.
 
Description
     
(a)(1)(A)
 
Offer to Purchase, dated August 7, 2017.*
     
(a)(1)(B)
 
Letter of Transmittal.*
     
(a)(1)(C)
 
Notice of Guaranteed Delivery.*
     
(a)(1)(D)
 
Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
     
(a)(1)(E)
 
Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
     
(a)(1)(F)
 
Joint Press Release issued by WebMD and Parent on July 24, 2017 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of WebMD filed with the Securities and Exchange Commission on July 26, 2017).
     
(a)(1)(G)
 
Summary Advertisement as published in the Financial Times on August 7, 2017.*
     
(a)(1)(H)
 
Press Release issued by Parent on August 7, 2017.*
     
(a)(1)(I)
 
Press Release issued by Parent on September 6, 2017.*
     
(a)(1)(J)
 
Joint Press Release issued by Parent and WebMD on September 15, 2017.
     
(b)(1)
 
Second Amended and Restated Debt Commitment Letter, dated July 30, 2017, from Credit Suisse AG, Credit Suisse Securities (USA) LLC, Royal Bank of Canada, KKR Capital Markets LLC, KKR Corporate Lending LLC, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Macquarie Capital Funding LLC, Macquarie Capital (USA) Inc. and Mizuho Bank, Ltd. to Parent and Micro Holding Corp.*
     
(d)(1)
 
Agreement and Plan of Merger, dated as of July 24, 2017, by and among WebMD, the Purchaser and Parent (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by WebMD with the Securities and Exchange Commission on July 26, 2017).
     
(d)(2)
 
Confidentiality Agreement, dated April 6, 2017, between WebMD and Kohlberg Kravis Roberts & Co. L.P.*
     
(d)(3)
 
Limited Guarantee, dated as of July 24, 2017, by KKR North America Fund XI L.P. in favor of WebMD.*
     
(d)(4)
 
Equity Commitment Letter, dated July 24, 2017, from KKR North America Fund XI L.P. to Parent.*
     
(d)(5)
 
Joinder to Confidentiality Agreement, dated May 16, 2017.*
     
(d)(6)
 
Letter Agreement, dated July 31, 2017, among WebMD, Parent and Micro Holding Corp.*
     
(g)
 
None.
     
(h)
 
None.
  1

* Previously filed.
 

Exhibit (a)(1)[J)

FOR IMMEDIATE RELEASE

Internet Brands, a KKR Portfolio Company, Successfully Completes Cash Tender Offer for Shares of WebMD

NEW YORK, NY — September 15, 2017 — WebMD Health Corp. (“WebMD”) (NASDAQ: WBMD) and Internet Brands, a KKR portfolio company, announced today the successful completion of the previously announced cash tender offer launched by its affiliates, MH Sub I, LLC (“MH Sub I”) and Diagnosis Merger Sub, Inc. (“Diagnosis Merger Sub”) for all of the issued and outstanding shares of common stock of WebMD at a price of $66.50 per share, net to the seller in cash without interest and less any applicable withholding taxes.

The tender offer expired at 5:00 P.M., New York City time, on September 14, 2017. As of the expiration of the tender offer, a total of 30,583,187 shares of common stock of WebMD representing 78.69% of the issued and outstanding shares of WebMD (including restricted shares), were tendered into and not withdrawn from the tender offer. In addition, 2,392,131 shares of common stock of WebMD have been tendered by guaranteed delivery, representing approximately 6.16% of the then issued and outstanding shares (including restricted shares) of WebMD.

All conditions to the tender offer have been satisfied or waived and Diagnosis Merger Sub accepted for payment, and expects to promptly pay for, all shares validly tendered into and not withdrawn from the tender offer in accordance with the terms of the tender offer.

As a result of its acceptance of the shares tendered in the tender offer, MH Sub I has acquired a sufficient number of shares of WebMD’s common stock to close the merger of Diagnosis Merger Sub with and into WebMD without the affirmative vote of WebMD’s other stockholders pursuant to Section 251(h) of the Delaware General Corporation Law. The parties anticipate that they will complete the merger today.  Upon completion of the merger, WebMD will become a wholly owned subsidiary of MH Sub I and WebMD’s common stock will cease trading on the NASDAQ.

About WebMD

WebMD Health Corp. (NASDAQ: WBMD) is the leading provider of health information services, serving consumers, physicians, healthcare professionals, employers, and health plans through its public and private online portals, mobile platforms and health-focused publications.

The WebMD Health Network includes WebMD.com, Medscape.com, MedicineNet.com, eMedicineHealth.com, RxList.com, OnHealth.com, Medscape Education (Medscape.org) and other WebMD owned sites and apps.

About Internet Brands

Headquartered in El Segundo, Calif., Internet Brands® is a fully integrated online media and software services organization focused on four high-value vertical categories: Health, Automotive, Legal and Home/Travel. The company’s award-winning consumer websites lead their categories and serve more than 100 million monthly visitors, while a full range of web presence offerings has established deep, long-term relationships with SMB and enterprise clients. Internet Brands’ powerful, proprietary operating platform provides the flexibility and scalability to fuel the company’s continued growth. Internet Brands is a portfolio company of KKR and Temasek. For more information, please visit www.internetbrands.com.

Forward-Looking Statements

Any forward-looking statements, including, but not limited to, statements regarding the proposed transaction between Internet Brands and WebMD, the expected timetable for completing the transaction, strategic and other potential benefits of the transaction, and other statements about Internet Brands or WebMD managements’ future expectations, beliefs, goals, plans or prospects, are subject to risks and uncertainties such as those described in Internet Brands’ and WebMD’s periodic reports on file with the Securities and Exchange Commission. These statements speak only as of the date of this press release and are based on Internet Brands’ and WebMD’s current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different from those described in or implied by such forward-looking statements, including risks and uncertainties regarding: changes in financial markets; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet and information technology industries; and changes in facts and circumstances and other uncertainties concerning the proposed transaction. Further information about these matters can be found in Internet Brands’ and WebMD’s Securities and Exchange Commission filings. Internet Brands and WebMD caution investors not to place considerable reliance on the forward-looking statements contained in this press release. Except as required by applicable law or regulation, Internet Brands and WebMD do not undertake any obligation to update or revise any of their forward-looking statements to reflect future events or circumstances.

Important additional information will be filed with the U.S. Securities and Exchange Commission

This communication is neither an offer to purchase nor a solicitation of an offer to sell securities. This communication is for informational purposes only. On August 7, 2017, affiliates of Internet Brands filed a tender offer statement on Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) with the Securities and Exchange Commission (“SEC”) and WebMD filed the related Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC. Prior to making any decision regarding the tender offer, WebMD stockholders are strongly advised to read the Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation Statement on Schedule 14D-9, as they contain important information, including the terms and conditions of the tender offer. WebMD stockholders may obtain the Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation Statement on Schedule 14D-9 at no charge on the SEC’s website at www.sec.gov. In addition, the Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation Statement on Schedule 14D-9 may be obtained free of charge from Innisfree M&A Incorporated, 501 Madison Avenue, 20th floor, New York, NY 10022, Telephone Number (877) 456-3524 or banks and brokers may call (877) 456-3524, the information agent for the tender offer.

Contacts:

WebMD
Investors:
Mary Anne Lerma
mlerma@webmd.net
201-703-3470

Media:
Adam Grossberg
agrossberg@webmd.net
212-624-3790

Internet Brands
Media:
Joe Ewaskiw
joe.ewaskiw@internetbrands.com
310-280-4539

KKR
Media:
Kristi Huller or Cara Kleiman
media@kkr.com
212-750-8300