TDOC Teladoc Health Inc

Item 1.01. Entry into a Material Definitive Agreement.

On June 27, 2017, Teladoc, Inc. (the “Company”) issued $275 million aggregate principal amount of 3.00% Convertible Senior Notes due 2022 (the “Notes”). As previously disclosed, the Notes were issued in connection with the proposed acquisition of Best Doctors Holdings, Inc. (the “Acquisition”). The Notes were issued pursuant to an indenture, dated as of June 27, 2017 (the “Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes will bear interest at the annual rate of 3.00%, payable on June 15 and December 15 of each year, beginning on December 15, 2017, and will mature on December 15, 2022 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 22.7247 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 $44.00 per share, representing a conversion premium of approximately 30% above the closing price of the Company’s common stock of $33.85 per share on June 21, 2017. 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 June 15, 2020, only under the following circumstances:

·                   during any calendar quarter commencing after the calendar quarter ending on September 30, 2017 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day;

·                   during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate for the Notes on each such trading day;

·                   upon the occurrence of specified corporate events described in the Indenture; or

·                   if the Company calls the Notes for redemption, at any time until the close of business on the second business day immediately preceding the redemption date as described in the Indenture.

On or after June 15, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes, in integral multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances.

Except as described in the immediately following sentence, the Company may not redeem the Notes prior to the maturity date. If the Acquisition is not, or the Company’s board of directors reasonably determines in good faith that it will not be, consummated by August 12, 2017, or if the Agreement and Plan of Merger with respect to the Acquisition is terminated, the Company may, at its option, redeem all (but not less than all) of the Notes on a redemption date on or prior to November 13, 2017 in cash at a redemption price equal to 101% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date, plus a “premium” as described in the Indenture. In addition, on or after December 22, 2020, the Company may redeem for cash all or part of the Notes if the last reported sale price of the Company’s 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 ending on, and including the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling any Note for redemption on or after December 22, 2020 will constitute a make-whole fundamental change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note, if it is converted in connection with the redemption, will be increased in certain circumstances. No sinking fund is provided for the Notes.

2

If the Company undergoes a fundamental change, as described in the Indenture, holders of the Notes will, subject to certain conditions, have the right, at their option, to require the Company to repurchase for cash all or a portion of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the relevant “fundamental change repurchase date” (as defined in the Indenture).

The Indenture provides for customary events of default. In the case of an event of default with respect to the Notes arising from specified events of bankruptcy or insolvency, all outstanding Notes will become due and payable immediately without further action or notice. If any other event of default with respect to the Notes under the Indenture occurs or is continuing, the Trustee or holders of at least 25% in aggregate principal amount of the then-outstanding Notes may declare the principal amount of the Notes to be immediately due and payable.

The Notes are general, unsecured obligations of the Company and will rank:

·                   senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes;

·                   equal in right of payment to any of the Company’s liabilities that are not so subordinated;

·                   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 pursuant 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 3.00% Convertible Senior Note due 2022, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.