INTRODUCTION
This Solicitation/Recommendation Statement onSchedule 14D-9 (this “Schedule 14D-9”) relates to an offer by WC SACD One Merger Sub, Inc., a Delaware corporation (“Purchaser”), a wholly-owned subsidiary of WC SACD One Parent, Inc., a Delaware corporation (“Parent”), to purchase all of the outstanding shares of Common Stock (as defined below) of Intersections Inc., a Delaware corporation (the “Company” and sometimes referred to herein as “we,” “us,” and “our”). Purchaser and Parent are sometimes referred to herein collectively as the “Purchaser Group.” Parent and Purchaser are affiliates of WC SACD One, Inc., (“WC SACD”), a joint venture formed by WndrCo Holdings, LLC (“WndrCo”), General Catalyst Group IX, L.P., GC Entrepreneurs Fund IX, L.P. (together, the “GC Funds”) and iSubscribed, Inc. (“iSubscribed”). WC SACD was originally formed as a limited liability company known as “WC SACD One, LLC” and was converted into a corporation on October 29, 2018. As such all references in this Schedule14D-9 to WC SACD prior to October 29, 2018 refer to WC SACD One, LLC.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE TRANSACTION CONTEMPLATED HEREIN; PASSED UPON THE MERITS OR FAIRNESS OF SUCH TRANSACTION; OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
ITEM 1. | SUBJECT COMPANY INFORMATION. |
The name of the subject company is Intersections Inc., its principal executive offices are located at 3901 Stonecroft Boulevard, Chantilly, Virginia 20151, and its phone number is(703) 488-6100. ThisSchedule 14D-9 relates to the Company’s Common Stock, par value $0.01 per share (the “Common Stock” or the “Shares”). As of November 28, 2018, there were 24,428,246 Shares outstanding.
ITEM 2. | IDENTITY AND BACKGROUND OF FILING PERSON. |
(a)Name and Address. The name, business address and business telephone number of the Company, which is the person filing this Schedule14D-9, are set forth in Item 1 above.
(b)The Tender Offer and Merger. ThisSchedule 14D-9 relates to the tender offer made by Purchaser, disclosed in a Tender Offer Statement on Schedule TO dated November 29, 2018 (as amended or supplemented from time to time, the “Schedule TO”) filed with the Commission by the Purchaser Group and certain otherco-bidders on November 29, 2018. Purchaser is offering to purchase all the outstanding shares of Common Stock at a price of $3.68 per share, in cash (such amount being referred to herein as the “Offer Price”), upon the terms and subject to the conditions of the Merger Agreement (defined below), the Offer to Purchase dated November 29, 2018 (as amended or supplemented from time to time, the “Offer to Purchase”) contained in the Schedule TO and the related Letter of Transmittal (the “Letter of Transmittal”). The Letter of Transmittal and the Offer to Purchase, as each may be amended or supplemented from time to time, together constitute the “Offer.” Copies of the Offer to Purchase and Letter of Transmittal were filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively, and are incorporated herein by reference.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated as of October 31, 2018, as amended by Amendment No. 1 thereto, dated as of November 28, 2018, among the Company, Parent and Purchaser (as amended, the “Merger Agreement”), which provides for the making of the Offer by Purchaser, subject to the terms and conditions contained in the Merger Agreement. Unless the Offer is extended in accordance with the Merger Agreement, the Offer will expire at 5:00 p.m., New York time, on December 28, 2018. Purchaser’s obligation to accept for purchase and pay for Shares tendered in the Offer is subject to the satisfaction of a condition that requires the tender of a number of Shares that (i) together with Shares (including Rollover Shares (as defined below)) then owned by WC SACD, Parent or any of its subsidiaries, would represent at least one share more than 50% of the Company’s then-outstanding Shares on a fully diluted basis (disregarding
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