Item 1.01. Entry into a Material Definitive Agreement.
On February 28, 2019, Benefitfocus, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with
J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Piper Jaffray & Co., Raymond James & Associates, Inc., Wedbush Securities Inc., and First Analysis
Corporation (the Underwriters), GS Capital Partners VI Parallel, L.P., GS Capital Partners VI Offshore Fund, L.P., GS Capital Partners VI Fund, L.P., and GS Capital Partners VI GmbH & Co. KG (collectively, the Goldman
Funds) and Mercer LLC (Mercer). Pursuant to the Underwriting Agreement, the Goldman Funds and Mercer agreed to sell 5,704,758 shares of the Companys common stock, $0.001 par value per share (the Common Stock), to
the Underwriters with an offering price to the public of $48.25 per share. In addition, the Goldman Funds and Mercer have granted the Underwriters a
30-day
option to purchase up to an additional 855,714 shares
of Common Stock at the same offering price to the public.
The Underwriting Agreement contains customary representations, warranties, and covenants of the
Company and also provides for customary indemnification by each of the Company, the Goldman Funds, Mercer, and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The sale of the Common Stock by the Goldman Funds and Mercer was made pursuant to the Companys Registration Statement
on Form S-3 (Registration
No. 333-229877),
including a prospectus supplement dated February 28, 2019 to the prospectus contained therein dated
February 26, 2019, filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended. The sale of the Common Stock is expected to close on March 5, 2019.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached
hereto as Exhibit 1.1 and incorporated herein by reference.