This Amendment No. 4 to the Tender Offer Statement on Schedule TO (the
Amendment
)
amends and supplements the Schedule TO filed with the Securities and Exchange Commission (the
SEC
) on November 29, 2018, as amended by Amendment No. 1 to the Schedule TO filed with the SEC on December 18, 2018, as
amended by Amendment No. 2 to the Schedule TO filed with the SEC on December 26, 2018, as amended by Amendment No. 3 to the Schedule TO filed with the SEC on January 7, 2019 (as amended and supplemented, the
Schedule
TO
), and relates to the offer by WC SACD One Merger Sub, Inc. to purchase all of the issued and outstanding shares (the
Shares
) of common stock, par value $0.01 per share (
Common Stock
), of
Intersections Inc. (the
Company
), at $3.68 per Share, in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
November 29, 2018 (as amended and as may be further amended or supplemented from time to time, the
Offer to Purchase
) and the accompanying Letter of Transmittal (which together with any amendments or supplements thereto,
constitute the
Offer
). The Offer is described in more detail in the Schedule
TO-T
tender offer statement filed with the SEC on November 29, 2018 by the Bidders (as amended and as may be
further amended or supplemented from time to time, the
TO-T
), which includes the Offer to Purchase and the Letter of Transmittal (together with all other exhibits attached thereto, the
Tender Offer Statement
).
This Schedule TO, and all the information set forth in the Offer to Purchase, to the extent incorporated by
reference therein, is hereby amended and supplemented as set forth below. Every Item in the Schedule TO is automatically updated, to the extent such Item incorporates by reference any section of the Offer to Purchase that is amended and supplemented
therein. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
Item 11.
Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented to add the following:
Closing of the Merger
American Stock
Transfer & Trust Co., LLC, the depositary for the Offer, has advised WC SACD One, Inc. that the final results of Purchasers cash tender offer to purchase all of the issued and outstanding Shares of the Company for $3.68 per share in
cash, which expired at 5:00 P.M., New York City time, on Friday, January 4, 2019 were as follows: as of the expiration of the Offer, a total of 13,443,400 shares of Common Stock of the Company were validly tendered and not validly withdrawn
from the Offer (including 8,012 shares that were validly tendered pursuant to the notice of guaranteed delivery procedures), of which 10,635,230 shares were tendered by stockholders who are not rollover participants or directors or executive
officers who are not rollover participants.
On January 11, 2019, immediately prior to the Effective Time of the Merger, the Notes automatically
converted in accordance with their terms into an aggregate of 15,005,435 shares of Common Stock, of which (a) 13,240,089 were issued to Parent, (b) 1,324,009 were issued to Loeb Holding Corporation and (c) 441,337 were issued to David McGough. In
addition, the transactions contemplated by the Contribution and Assignment Agreements were consummated in accordance with their terms, with the Rollover Shares consisting of (i) 8,803,640 shares held by Loeb Holding Corporation, (ii) 922,154 shares
held by Michael Stanfield, (iii) 577,846 shares held by Stanfield Family Investments LLC), and (iv) 800,000 shares held by David McGough. Immediately following the contribution by the Rollover Holders of the Rollover Shares to WC SACD and prior to
the consummation of the Merger, WC SACD contributed and assigned the Rollover Shares to Parent.
Subsequently, on January 11, 2019, Parent completed
its acquisition of the Company pursuant to the terms of the Merger Agreement, wherein Purchaser merged with and into the Company in accordance with Section 251(h) of the DGCL, with the Company surviving as an indirect wholly-owned subsidiary of
Parent. At the Effective Time, each issued and outstanding Share not tendered into the Offer, other than Shares held by stockholders who have perfected their appraisal rights under Delaware law, Shares held in the treasury of the Company or owned,
directly or indirectly, by Parent or Purchaser immediately prior to the Effective Time (including the Rollover Shares), were automatically cancelled and converted into the right to receive $3.68 in cash (without interest and subject to deduction for
any applicable withholding tax), which is the same price that was paid in the Offer. A copy of the press release detailing the consummation of the Merger, and all information contained therein, is incorporated herein by reference to Exhibit
(a)(5)(E) hereto.
Immediately following the effectiveness of the Merger, the Company notified the Nasdaq Global Select Market (
Nasdaq
)
of the completion of the Merger and the Companys intent to remove its Common Stock from listing on the Nasdaq. On January 11, 2019, Nasdaq filed with the SEC a Form 25 to delist and deregister the Common Stock under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the
Exchange Act
). Trading of the Common Stock on the Nasdaq was suspended as of approximately 9:00 a.m. New York City time on January 14, 2019. In addition, the Company
intends to file with the SEC a certification and notice of termination on Form 15 with respect to the Common Stock, requesting that the Common Stock be deregistered under the Exchange Act, and that the reporting obligations of the Company with
respect to the Common Stock under Sections 13(a) and 15(d) of the Exchange Act be suspended.
Closing of the iSubscribed Merger
Additionally, pursuant to the Binding Term Sheet and subsequent definitive documentation that was executed and delivered by the parties thereto, the merger of
iSubscribed with and into WC SACD Holdings Merger Sub, Inc. was completed on January 11, 2019. iSubscribed survived the merger and became a wholly-owned subsidiary of WC SACD Holdings, Inc.
Item 12. Exhibits.
Item 12 of the Schedule
TO is hereby amended and supplemented to add the following exhibit:
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(a)(5)(E)
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Press Release issued by WC SACD One, Inc. on January 11, 2019 (incorporated herein by reference to Exhibit (a)(5)(E) of Schedule
13E-3
Amendment No. 4 filed by WC SACD One Merger
Sub, Inc. with the Securities and Exchange Commission on January 14, 2019).
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