Livongo 0.875% convertibles now convertible into Teladoc stock, cash

By Wendy Van Sickle

Columbus, Ohio, Oct. 30 – Livongo Health Inc. entered into a first supplemental indenture to its $550 million of 0.875% convertible notes due June 1, 2025 on Friday in connection with the closing of its merger with Teladoc Health, Inc., according to an 8-K filing with the Securities and Exchange Commission.

As a result, the notes are no longer convertible into shares of common stock of Livongo, and instead each $1,000 principal amount is convertible into a number of units of reference property equal to the conversion rate then in effect, subject to the company’s right to settle any conversion in units of reference property, cash or any combination thereof.

A unit of reference property comprises 0.592 of a share of Teladoc common stock and $4.24 in cash.

Upon consummation of the merger, the conversion rate is 13.2329 units of reference property and, as a result of the payment of a special dividend, the conversion rate is expected to increase to 13.94 units of reference property, effective immediately after the open of business on Nov. 2.

Teladoc will guarantee Livongo’s obligations under the indenture and notes.

Livongo Health is a Mountain View, Calif.-based data-based health coaching program with products that help with the management of chronic diseases. Teladoc Health is a Purchase, N.Y.-based telemedicine and virtual health care company.

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