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Subsequent Events
6 Months Ended
Jun. 30, 2016
Subsequent Event  
Subsequent Events

Note 13. Subsequent Events

 

On July 1, 2016, Teladoc acquired HY Holdings, Inc. d/b/a HealthiestYou (“HealthiestYou”), a leading telehealth consumer engagement technology platform for the small to mid-sized employer market. HealthiestYou offers members a suite of tools to easily control their health care access and costs, including physician locator, prescription pricing and benefits lookup, all through a fully-integrated interface. The purchase price was approximately $160 million consisting of $45 million of cash and 6.96 million shares of Teladoc’s common stock. The number of shares representing the stock component was determined by dividing $80 million by the average of the closing prices for Teladoc stock for the 60 trading days prior to June 28, 2016. The Company is in the process of assessing the associated purchase accounting which will be recorded in the Company’s third quarter 2016 financial statements.

 

On July 11, 2016, the Company entered into an Amended and Restated Loan and Security Agreement with SVB that provided for a $25 million Mezzanine Term Loan and a $25 million Line of Credit Facility. The Mezzanine Term Loan carries interest at a rate of 6.25% above the WSJ Prime Rate with a WSJ Prime Rate floor of 3.5% and matures in July 2019. Interest payments are payable monthly in arrears. The Company incurred a $250,000 loan origination fee and will be liable for a final payment fee of $750,000 payable at maturity or upon prepayment of the Mezzanine Term Loan. In connection with entry into the Mezzanine Term Loan, the Company granted two affiliates of SVB warrants to purchase an aggregate of 798,694 shares of common stock of the Company at an exercise price of $13.50 per share. The warrants are immediately exercisable and have a 10-year term. The fair value of the common stock warrants on the date of issue was approximately $7.7 million and will be recorded as an increase to additional paid in capital and as a debt discount. The Company also granted SVB a security interest in significantly all of the Company’s assets. The Mezzanine Term Loan has been used to fund the expansion of the Company’s business.

 

The Line of Credit Facility provides for borrowings up to $25.0 million based on 300% of the Company’s monthly recurring revenue, as defined. In addition, there is an additional $25 million Uncommitted Incremental Facility permitted under the Line of Credit Facility. The Line of Credit Facility carries interest at a rate of 0.50% above the WSJ Prime Rate and matures in July 2019. The Company incurred an initial $75,000 loan origination fee and is responsible for additional annual $75,000 annual fees on the annual anniversary of the Line of Credit Facility. The Company will also be liable for a $50,000 loan arrangement fee if and when the Company utilizes the Uncommitted Incremental Facility.