WBMD Webmd Health Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

WEBMD HEALTH CORP.

(Name of Subject Company (Issuer))

DIAGNOSIS MERGER SUB, INC.

(Offeror)

a direct wholly owned subsidiary of

MH SUB I, LLC

(Parent of Offeror)

KKR NORTH AMERICA FUND XI L.P.

(Other Person)

(Names of Filing Persons (identifying status as Offeror, Issuer or Other Person))

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

94770V102

(CUSIP Number of Class of Securities)

B. Lynn Walsh

DIAGNOSIS MERGER SUB, INC.

909 N. Sepulveda Blvd., 11th Floor

El Segundo, CA 90245

(310) 280-4000

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Marni J. Lerner

Michael T. Holick

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

CALCULATION OF FILING FEE

*             A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

o             Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

x           Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x                     Third-party tender offer subject to Rule 14d-1.

o                       Issuer tender offer subject to Rule 13e-4.

o                       Going-private transaction subject to Rule 13e-3.

o                       Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer.   o

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

o                       Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o                       Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

The pre-commencement communication filed under the cover of this Schedule TO solely relates to a planned tender offer by Diagnosis Merger Sub, Inc., a Delaware corporation (the “ Offeror ”), for all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), of WebMD Health Corp. (the “ Company ”), pursuant to an Agreement and Plan of Merger, dated as of July 24, 2017, by and among MH Sub I, LLC, a Delaware limited liability company (“ Parent ”), the Offeror and the Company.

The tender offer for the purchase of the issued and outstanding shares of the Common Stock of the Company described in this communication has not yet commenced. This communication is for informational purposes only and is neither a recommendation nor an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the tender offer materials that the Offeror will file with the U.S. Securities Exchange Commission (the “ SEC ”) upon commencement of the tender offer. At the time the tender offer is commenced, the Offeror will file tender offer materials on Schedule TO, and the Company thereafter will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF SHARES OF COMMON STOCK OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO THE TENDER OFFER, THAT HOLDERS OF COMPANY COMMON STOCK SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of Common Stock of the Company at no expense to them. The tender offer materials, the Solicitation/Recommendation Statement and other related documents (when available) will be made available for free at the SEC’s website at www.sec.gov or by directing a request to the Information Agent for the tender offer who will be named by the Offeror in the tender offer materials.

EXHIBIT INDEX

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