Announcing the Effective Date of a Make-Whole Fundamental Change

Rhea-AI Summary

Benefitfocus announced the completion of its merger with Voya Financial on January 24, 2023. Following the merger, Benefitfocus Common Stock shareholders received $10.50 per share in cash. Approximately $6.8 million in convertible senior notes remain outstanding. The merger was deemed a Fundamental Change under the existing Indenture, with no increase to the Conversion Rate due to the per-share cash amount being under $40.90. Benefitfocus aims to simplify benefits administration through its cloud-based solutions.

Positive

• Completion of merger with Voya Financial, enhancing strategic positioning.
• Shareholders received $10.50 per share in cash, providing liquidity.

Negative

• Convertible senior notes outstanding may impact future financial flexibility.
• No increase in the Conversion Rate could limit potential returns for noteholders.

CHARLESTON, S.C., Jan. 24, 2023 (GLOBE NEWSWIRE) -- Reference is made to the Indenture, dated as of December 27, 2018 (the “Indenture”), between Benefitfocus, Inc., a Delaware corporation (“Benefitfocus”) and U.S. Bank Trust Company, National Association, a national banking association, as Trustee (the “Trustee”), relating to Benefitfocus’ 1.25% Convertible Senior Notes due 2023 (the “Notes”). Approximately $6.8 million in Notes remain outstanding. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Indenture.

As previously announced, on November 1, 2022, Benefitfocus entered into an Agreement and Plan of Merger with Voya Financial, Inc., a Delaware corporation (“Voya”) and Origami Squirrel Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Voya (“Merger Sub”) (the “Merger Agreement”), providing for the merger of Merger Sub with and into Benefitfocus (the “Merger), with Benefitfocus surviving the Merger as a wholly-owned subsidiary of Voya. The consummation and effectiveness of the Merger, which occurred on January 24, 2023 (the “Effective Time”), constituted a Fundamental Change, Make-Whole Fundamental Change and Merger Event under the Indenture.

As a result of the Merger, holders of Benefitfocus Common Stock received $10.50, in cash, without interest and subject to any applicable withholding taxes, for each of their shares of Common Stock (other than Excluded Shares as defined in the Merger Agreement). No increase will be made to the Conversion Rate in respect of the Make-Whole Fundamental Change under the Indenture because the price paid per share of the Common Stock in the Make-Whole Fundamental Change was less than $40.90 per share.

About Benefitfocus 
Benefitfocus is a cloud-based benefits administration technology company committed to helping organizations, and the people they serve, get the most out of their health care and benefit programs. Through exceptional service and innovative SaaS solutions, we aim to be the safest set of hands for our customers helping to simplify the complexity of benefits administration while delivering an experience that engages people and unlocks the potential for better health and improved outcomes. Our mission is simple: to improve lives with benefits.

Media Contact: 
Maurissa Kanter
843-981-8859 
pr@benefitfocus.com

Investor Relations: 
Doug Kuckelman 
843-790-7460 
ir@benefitfocus.com
Source: Benefitfocus, Inc.

FAQ

What was the cash payout per share for Benefitfocus shareholders after the merger?

Shareholders received $10.50 per share in cash.

When was the merger between Benefitfocus and Voya Financial completed?

The merger was completed on January 24, 2023.

What is the current outstanding amount of Benefitfocus's convertible senior notes?

Approximately $6.8 million in convertible senior notes remain outstanding.

Will the conversion rate for Benefitfocus's convertible notes increase after the merger?

No, there will be no increase in the Conversion Rate due to the cash amount being less than $40.90.