WBMD Webmd Health Corp

On July 24, 2017, WebMD Health Corp., a Delaware corporation (the “ Company ” or “ WebMD ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with MH Sub I, LLC, a Delaware limited liability company (“ Parent ”), and Diagnosis Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“ Purchaser ”). Parent and Purchaser are affiliates of Internet Brands, a portfolio company of investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P.

Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof:

The obligation of Purchaser to purchase Shares tendered in the Offer is subject to certain closing conditions, including (i) the expiration or termination of any waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and other applicable antitrust laws, (ii) there having been validly tendered and not withdrawn the number of Shares that, when added to the Shares already owned by Parent or its subsidiaries, shall constitute a majority of the then outstanding Shares at the expiration of the Offer (determined in accordance with the terms of the Merger Agreement, which provides for the inclusion of certain additional Shares underlying equity awards and Convertible Securities (as defined below) for which all the requirements for the obtaining of Shares have been satisfied but excluding Shares held by the Company), (iii) the completion of a specified marketing period for the debt financing Parent and Merger Sub are using to fund a portion of the aggregate Offer Price and Merger Consideration (the “ Marketing Period ”), (iv) the absence of any law, injunction, judgment or other legal restraint that prohibits the consummation of the Offer or the Merger, (v) the accuracy of the Company’s representations and warranties contained in the Merger Agreement (subject to Material Adverse Effect (as defined in the Merger Agreement) and materiality qualifiers), (vi) the Company’s performance of its obligations under the Merger Agreement in all material respects and (vii) the absence, since the date of the Merger Agreement, of any circumstance, development, effect, change, event or occurrence that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect (as defined in the Merger Agreement). The consummation of the Merger is subject to certain customary closing conditions, including consummation of the Offer and the absence of any law, injunction, judgment or other legal restraint that prohibits the consummation of the Merger. Neither the Offer nor the Merger is subject to a financing condition.

The Company has agreed to customary covenants, including the obligation to conduct the business of the Company and its subsidiaries in the ordinary course of business until the Effective Time or the date that the Merger Agreement is terminated in accordance with its terms. The Company has agreed not to solicit, encourage or initiate discussions with third parties regarding alternative acquisition proposals and to certain restrictions on its ability to respond to any such proposal, subject to certain exceptions to allow for the fulfillment of the fiduciary duties of the Board of Directors of the Company (the “ Company Board ”). The Merger Agreement also includes customary termination provisions for both the Company and Parent and provides that, in connection with the termination of the Merger Agreement

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under specified circumstances, the Company will be required to pay to Parent a termination fee of $75 million. The Merger Agreement also provides that Parent will be required to pay to the Company a reverse termination fee of $175 million under certain circumstances specified in the Merger Agreement.

Each option (each, a “ Company Stock Option ”) to acquire Shares granted under a Company equity plan that is outstanding and unexercised immediately prior to the Effective Time, and for which the Merger Consideration is equal to or less than the exercise price of such Company Stock Option, will be automatically cancelled as of the Effective Time for no consideration. Each Company Stock Option granted under a Company equity plan that is outstanding, vested and exercisable immediately prior to the Effective Time, and for which the Merger Consideration exceeds the exercise price of such Company Stock Option, will be automatically cancelled as of the Effective Time, and in consideration of such cancellation, the holder thereof will be entitled to receive immediately after the Effective Time, but in no event later than five (5) calendar days after the Effective Time, a cash payment in an amount equal to the excess of the Merger Consideration over the exercise price of each such Company Stock Option multiplied by the aggregate number of Shares issuable upon exercise of such Company Stock Option. Each other Company Stock Option granted under a Company equity plan that is outstanding immediately prior to the Effective Time will be converted into the right of the holder to receive a cash payment equal to the excess of the Merger Consideration over the exercise price of each such Company Stock Option multiplied by the aggregate number of Shares subject to such Company Stock Option that would have vested on each applicable vesting date, which will become payable on the first payroll date following each such applicable vesting date.

Each restricted share, performance share, and restricted stock unit granted under a Company equity plan that is outstanding and unvested immediately prior to the Effective Time will be converted into the right of the holder to receive a cash payment equal to the product of the Merger Consideration and the number of Shares underlying each such unvested restricted share, performance share, or restricted stock unit, as applicable, which will become payable on the first payroll date immediately following each applicable vesting date of the award (with performance shares being deemed earned assuming maximum achievement of all performance milestones).

Parent has obtained equity financing commitments pursuant to the equity commitment letter described below and Parent and Micro Holding Corp., a Delaware corporation, have obtained debt financing commitments for the Transactions (collectively, the “ Financing ”), the proceeds of which, together with cash on hand of the Company at the Closing (after netting out applicable fees and expenses), will be sufficient at the Closing for:

KKR North America Fund XI L.P. has (i) committed to capitalize Parent, at or prior to the closing of the Merger, with an aggregate equity contribution in an amount of $1,100,000,000 on the terms and subject to the conditions set forth in an equity commitment letter dated July 24, 2017 and (ii) provided the Company with a guarantee in favor of the Company dated July 24, 2017, guaranteeing the payment of the Parent Termination Fee pursuant to the terms of such guarantee.

Prior to Purchaser accepting for payment all Shares validly tendered and not withdrawn pursuant to the Offer, the Company Board may, among other things, subject to compliance with the terms of the Merger Agreement:

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A “Superior Proposal” is a bona fide written acquisition proposal relating to more than 50% of the outstanding Shares, voting power or assets of the Company and its subsidiaries, taken as a whole, that the Board determines in good faith (after consultation with its outside counsel and financial advisor), taking into account all legal, timing, regulatory, financial (including financing terms) and other aspects of such proposal (1) would result in a transaction more favorable to the Company’s stockholders from a financial point of view than the Offer and the Merger and (2) is reasonably capable of being consummated.

The Merger Agreement includes customary representations, warranties and covenants of the Company made solely for the benefit of Parent and Purchaser. The assertions embodied in those representations and warranties were made solely for purposes of allocating risk among the Company, Purchaser and Parent rather than establishing matters of fact and may be subject to important qualifications and limitations agreed to by the Company, Purchaser and Parent in connection with the negotiated terms. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to the Company’s SEC filings or may have been used for purposes of allocating risk among the Company, Purchaser and Parent rather than establishing matters as facts. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts of the Company or any of its subsidiaries or affiliates.

If the Merger is consummated, the Company’s common stock will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934 (the “ Exchange Act ”).

This summary of the principal terms of the Merger Agreement and the copy of the Merger Agreement filed as an exhibit to this report are intended to provide information regarding the terms of the Merger Agreement and are not intended to modify or supplement any factual disclosures about the Company in its public reports filed with the U.S. Securities and Exchange Commission (the “ SEC ”). In particular, the Merger Agreement and related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Company.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.