Item 1.01 Entry into a Material Definitive Agreement.

The Merger constitutes a Merger Event (as defined in the Indenture, dated as of December 27, 2018 (the "Indenture," as supplemented by the First Supplemental Indenture (defined below)), by and between the Company and U.S. Bank Trust Company, National Association (formerly known as U.S. Bank National Association), as trustee (the "Trustee"), relating to the Company's 1.25% Convertible Senior Notes Due 2023 (the "Notes")). In accordance with Section 14.07 of the Indenture, the Company and the Trustee entered into a First Supplemental Indenture to the Indenture, dated as of January 24, 2023 (the "First Supplemental Indenture"), relating to the Company's Notes, which provides that at and after the Effective Time the right to convert each $1,000 principal amount of Notes into shares of Common Stock, as set forth in Section 14.01 of the Indenture, has been changed to a right to convert each $1,000 principal amount of Notes into Reference Property (as defined in the Indenture), which consists solely of cash.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the consummation of the Merger, on January 24, 2023, all outstanding obligations in respect of principal, interest and fees under that certain Credit Agreement, dated as of August 17, 2022 (the "Credit Agreement"), with JPMorgan Chase Bank, N.A., as administrative agent, joint lead arranger and sole bookrunner and Wells Fargo Securities, LLC and Regions Bank as joint lead arrangers, were repaid, and the Credit Agreement and all liens arising thereunder were terminated, along with the obligations of the parties thereto.

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Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated herein by reference.

Pursuant to the Merger Agreement, at the Effective Time:

• each vested and outstanding option (each, a "Company Option") to purchase


          shares of Common Stock was cancelled and converted into the right to
          receive, without interest, an amount in cash equal to the product of
          (i) the number of shares of Common Stock subject to such Company Option
          immediately prior to the Effective Time, multiplied by (ii) the excess,
          if any, of (A) the Per Share Common Stock Merger Consideration over
          (B) the exercise price per share of Common Stock of such Company Option,
          less applicable taxes required to be withheld with respect to such
          payment;

• in respect of (i) each outstanding Company equity-based award (each, a


          "Company Equity Award") that was granted in 2019 or 2020 (a "Prior
          Award"), (ii) the unvested number of shares of Common Stock underlying
          each outstanding Company RSU (as defined below) granted in connection
          with the transactions contemplated by the Merger Agreement (each, a
          "Company Retention RSU") and each outstanding restricted stock award
          granted in replacement of a Company Retention RSU that would vest at the
          Effective Time (each, a "Company Retention RSA") (iii) each outstanding
          performance stock unit which has been earned under the Company's 2022
          short-term incentive plan for the 2022 performance period (each, a
          "Company 2022 STI RSU") and (iv) the unvested number of shares of Common
          Stock underlying each outstanding Company RSU granted pursuant to the
          Company's Own It equity program (each, a "Specified Company RSU" and
          together with the Prior Awards, Company Retention RSUs, Company Retention
          RSAs and Company 2022 STI RSUs, the "Specified Awards"), such award or
          shares, as the case may be, was cancelled and converted into the right to
          receive, without interest, an amount in cash equal to the product of
          (i) the number of shares of Common Stock subject to such Specified Award
          immediately prior to the Effective Time, multiplied by (ii) the Per Share
          Common Stock Merger Consideration, less applicable taxes required to be
          withheld with respect to such payment;

• each outstanding restricted stock unit (each, a "Company RSU") that is


          not a Specified Award (including any outstanding Company Retention RSU
          and each outstanding performance stock unit which has been earned for the
          applicable performance period (which performance period has ended prior
          to the closing of the Merger) and which is only subject to time-based
          vesting as of the closing of the Merger (each, a "Company Time-Vesting
. . .

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial

Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The consummation of the Merger also constitutes a Fundamental Change and a Make-Whole Fundamental Change (each as defined in the Indenture).

Pursuant to the Indenture, each Holder (as defined in the Indenture) has the option, subject to certain conditions, to require the Company to repurchase the Notes of such Holder in a principal amount equal to $1,000 or an integral multiple thereof on February 22, 2023 (the "Fundamental Change Repurchase Date"). The Company will repurchase such validly tendered and not withdrawn Notes at a price (the "Fundamental Change Repurchase Price") equal to 100% of the principal amount thereof, plus any accrued and unpaid interest thereon to, but excluding, the Fundamental Change Repurchase Date. The Fundamental Change Repurchase Price, including accrued interest, is expected to be $1,002.33 per $1,000 principal amount of Notes validly surrendered for repurchase and not validly withdrawn.

In addition, pursuant to the terms and conditions of the Indenture, the Notes are currently convertible at the option of the Holders thereof. Pursuant to the terms and conditions of the Indenture, if any Holder elects to convert its Notes at any time from and after January 24, 2023 and the close of business (5:00 P.M. New York City time) on February 21, 2023 (the "Make-Whole Fundamental Change Conversion Deadline"), the applicable Conversion Rate (as defined in the Indenture) will not be increased in respect of the Make-Whole Fundamental Change because the price paid per share of the Common Stock in the Make-Whole Fundamental Change was less than $40.90 per share, resulting in a Conversion Rate of 18.8076 units of Reference Property (each consisting of $10.50 in cash) per $1,000 principal amount of Notes properly converted through the Make-Whole Fundamental Change Deadline.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

In connection with the consummation of the Merger, the Company notified the Nasdaq Global Market ("Nasdaq") that each outstanding share of Common Stock was converted into the right to receive the Per Share Common Stock Merger Consideration and requested that Nasdaq withdraw the listing of the Common Stock. The Company requested that Nasdaq file a notification of removal from listing on Form 25 with the SEC with respect to the delisting of the Common Stock. The Common Stock ceased trading prior to the opening of the market on January 24, 2023, and will no longer be listed on Nasdaq. In addition, the Company intends to file with the SEC a Form 15 requesting the termination of registration of the Common Stock under Section 12(g) of the Securities Exchange Act of 1934 and the suspension of reporting obligations of the Company under Sections 13(a) and 15(d) of the Securities Exchange Act of 1934.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.03 of this Current Report is incorporated herein by reference.

As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company became a wholly owned subsidiary of Parent at the Effective Time.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Effective as of the Effective Time, in accordance with the terms of the Merger Agreement, all of the directors of the Company immediately prior to the effectiveness of the Merger, ceased serving in such capacities with the Surviving Corporation.

Effective as of the Effective Time, in accordance with the terms of the Merger Agreement, all of the incumbent officers of the Company immediately prior to the effectiveness of the Merger, continued as officers of the Surviving Corporation.

From and after the Effective Time, until the earlier of their death, resignation, removal or disqualification or until successors are duly elected or appointed and qualified, Michael R. Katz and Michelle P. Luk will be the directors of the Surviving Corporation.

Item 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal

Year.

Immediately following the Effective Time, the Company's certificate of incorporation and bylaws were amended and restated in their entirety. Copies of the Second Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On January 24, 2023, the Company issued a press release announcing the closing of the Merger. The press release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein.

As provided in General Instruction B.2 of Form 8-K, the information and exhibits provided pursuant to this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.





Exhibit
  No.                                    Description

 2.1          Amended and Restated Agreement and Plan of Merger, dated as of
            December 19, 2022, by and among the Company, Voya Financial, Inc., and
            Origami Squirrel Acquisition Corp (incorporated by reference to
            Exhibit 2.1 to the Company's Current Report on Form 8-K filed on
            December 19, 2022).

 3.1          Second Amended and Restated Certificate of Incorporation of
            Benefitfocus, Inc.

 3.2          Amended and Restated Bylaws of Benefitfocus, Inc.

 4.1          First Supplemental Indenture, dated as of January 24, 2023, between
            Benefitfocus, Inc. and U.S. Bank Trust Company, National Association,
            as Trustee

99.1          Press Release regarding closing of the Merger, dated as of
            January 24, 2023.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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