Benefitfocus announces effectiveness of Make-Whole Fundamental Change

Reference is made to the Indenture, dated as of December 27, 2018, between Benefitfocus, Inc., a Delaware corporation and U.S. Bank Trust Company, National Association, a national banking association, as Trustee, relating to Benefitfocus’ 1.25% Convertible Senior Notes due 2023. 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 and Origami Squirrel Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Voya, providing for the merger of Merger Sub with and into Benefitfocus, 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, 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. 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.