Teladoc, Inc. (NYSE:TDOC) today announced its intention
to offer, subject to market conditions and other factors, $200
million aggregate principal amount of Convertible Senior Notes due
2022 (the “Notes”) in a private offering to qualified institutional
buyers pursuant to an exemption from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the offering of the Notes, Teladoc expects to
grant the initial purchaser of the Notes an option to purchase up
to an additional $30 million aggregate principal amount of Notes on
the same terms and conditions solely to cover over-allotments.
Teladoc intends to use the proceeds from the offering to finance
a portion of the cash consideration payable in connection with
Teladoc’s previously announced acquisition of Best Doctors
Holdings, Inc. (the “Acquisition”), to refinance existing
indebtedness and to pay related fees and expenses. Any remaining
proceeds will be used for working capital purposes or other general
corporate purposes.
The Notes will be unsecured, senior obligations of Teladoc, and
interest on the Notes will be payable semi-annually in arrears on
June 15 and December 15 of each year, beginning on December 15,
2017. Prior to June 15, 2022, the Notes will be convertible only
under certain circumstances and during certain periods. On or after
June 15, 2022, the Notes will be convertible at any time until the
close of business on the second scheduled trading day immediately
preceding the maturity date. Except as described in the immediately
following sentence, Teladoc may not redeem the Notes prior to
December 22, 2020. If the Acquisition is not consummated by August
12, 2017 (or Teladoc’s board of directors reasonably determines in
good faith that the Acquisition will not be consummated by such
date), or if the agreement and plan of merger with respect to the
Acquisition is terminated, Teladoc may, at its option, redeem all
(but not less than all) of the Notes, in cash, on a redemption date
occurring on or prior to November 13, 2017 at a redemption price
equal to 101% of the principal amount of the Notes plus a premium
determined based on the price of Teladoc’s common stock prior to
the redemption date. On or after December 22, 2020, Teladoc may
redeem, for cash, all or part of the Notes if the last reported
sale price of its common stock equals or exceeds 130% of the
conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading
days.
Teladoc will settle conversions of the Notes by paying or
delivering, as the case may be, cash, shares of its common stock,
or a combination of cash and shares of its common stock, at its
election. Final terms of the Notes, including interest rate,
conversion rate and other terms, will be determined at the time of
pricing.
The offering is being made to qualified institutional buyers
pursuant to Rule 144A under the Securities Act. Neither the
Notes nor any shares of Teladoc’s common stock issuable upon
conversion of the Notes have been or will be registered under the
Securities Act or under any state securities laws and, unless so
registered, may not be offered or sold in the United States or to
U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful.
About Teladoc, Inc.
Teladoc, Inc. (NYSE:TDOC) is the nation’s first and largest
telehealth platform. Recognized by MIT Technology Review as
one of the “50 Smartest Companies,” Teladoc is forging a new
healthcare experience with an innovative portfolio of virtual care
delivery solutions. Currently, Teladoc serves some 7,500
clients – from payers to providers to employers – and more than 20
million members who connect within minutes to Teladoc’s network of
more than 3,100 board-certified, state-licensed physicians and
therapists, 24/7. Teladoc’s services and solutions marry a highly
engaging consumer experience with the latest in data &
analytics, and a highly flexible technology platform. Teladoc has
delivered more than 2.5 million medical visits for general medical,
dermatology, counseling, psychiatry, sexual health, and tobacco
cessation.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains “forward-looking statements” within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995 concerning Teladoc, Best
Doctors Holdings, Inc., the Acquisition, the financing for the
Acquisition and other matters. Forward-looking statements can be
identified by words such as: “anticipate,” “intend,” “plan,”
“believe,” “project,” “estimate,” “expect,” “may,” “should,” “will”
and similar references to future periods. Examples of
forward-looking statements include, among others, statements
Teladoc makes regarding its financing plans (including statements
related to the offering of the Notes), the Acquisition, future
revenues, future earnings, future numbers of members or clients,
litigation outcomes, regulatory developments, market developments,
new products and growth strategies, and the effects of any of the
foregoing on Teladoc’s future results of operations or financial
conditions.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
Teladoc’s current beliefs, expectations and assumptions regarding
the future of our business, future plans and strategies,
projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of the control of Teladoc or Best Doctors
Holdings, Inc. Teladoc’s actual results and financial condition may
differ materially from those indicated in the forward-looking
statements. Important factors that could cause Teladoc’s actual
results and financial condition to differ materially from those
indicated in the forward-looking statements include, among others,
the following: (i) risks related to the Acquisition, including
failure to obtain applicable regulatory approvals in a timely
manner or at all, integration risks, exposure to international
operations, the financing thereof (including the offering of the
Notes) and failure to achieve the anticipated benefits of the
Acquisition; (ii) changes in laws and regulations applicable to
Teladoc’s business model; (iii) changes in market conditions and
receptivity to Teladoc’s services and offerings; (iv) results of
litigation; (iv) the loss of one or more key clients; and (v)
changes to Teladoc’s abilities to recruit and retain qualified
providers into Teladoc’s network. For a detailed discussion of the
risk factors that could affect Teladoc’s actual results, please
refer to the risk factors identified in Teladoc’s filings with the
Securities and Exchange Commission, including, but not limited to
Teladoc’s Annual Report on Form 10-K and Quarterly Reports on Form
10-Q.
Any forward-looking statement made by Teladoc in this press
release is based only on information currently available to Teladoc
and speaks only as of the date on which it is made. Teladoc
undertakes no obligation to publicly update any forward-looking
statement, whether written or oral, that may be made from time to
time, whether as a result of new information, future developments
or otherwise.
Contacts:
Investors:
Jisoo Suh
914-265-6706
jsuh@teladoc.com
Media:
Courtney McLeod
914-265-6789
cmcleod@teladoc.com
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