Introduction
This Amendment No. 4 to the Rule
13e-3
Transaction Statement on Schedule
13E-3
(the
Amendment
) amends and supplements the Transaction Statement on Schedule
13E-3
filed with the Securities and Exchange Commission (the
SEC
) on November 29, 2018, as amended by Amendment No. 1 thereto filed on December 18, 2018, Amendment No. 2 thereto filed on December 26, 2018 and Amendment No. 3 thereto filed on January 7,
2019 (the
Schedule
13E-3
or
Transaction Statement
), and relates to an offer by WC SACD One Merger Sub, Inc. (
Purchaser
) to purchase all of the
outstanding shares of common stock, par value $0.01 per share (the
Common Stock
) of Intersections Inc. (the
Company
), at a price of $3.68 per Share in cash, without interest thereon and less any applicable
withholding taxes, upon the terms and subject to the conditions contained in the Offer to Purchase, dated November 29, 2018 (as amended and as may be further amended 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 filing persons hereto other than Loeb Holding Corporation, Michael R. Stanfield, Stanfield Family Investments LLC and David A. McGough, as amended by Amendment No. 1 thereto, filed
on December 18, 2018, Amendment No. 2 thereto filed on December 26, 2018 and Amendment No. 3 thereto filed on January 7, 2019 (as amended and as may be further amended 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
).
Except to the extent specifically provided in this Amendment, the information set forth in the Schedule
13E-3
remains
unchanged. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings assigned to them in the Schedule
13E-3
or Tender Offer Statement, as applicable. All information
contained in this Amendment concerning each Filing Person has been supplied by such Filing Person.
ITEM 15.
|
ADDITIONAL INFORMATION.
|
Item 15 of the Schedule
13E-3
is hereby amended and supplemented to add the following:
Closing of the Merger
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 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 (the
Merger
). At the Effective Time, each 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 announcing the consummation of the Merger is attached hereto as Exhibit (a)(5)(E), and all information contained therein is hereby incorporated by reference.
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 that certain Binding Term Sheet, dated October 31, 2018, by and among WC SACD, WndrCo, iSubscribed, and the GC Funds, 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 16 of the Schedule
13E-3
is hereby amended and supplemented to add the following exhibit to the list of Exhibits:
(a)(5)(E) Press Release issued by WC SACD One, Inc. on January 11, 2019.