UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Intersections Inc.
(Name of Subject Company)
Intersections Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
460981301
(CUSIP Number of Class of Securities)
Duane L. Berlin
Chief Legal Officer, General Counsel
3901 Stonecroft Boulevard
Chantilly, Virginia 20151
(703)488-6100
(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications
on Behalf of the Persons Filing Statement)
With a copy to:
Todd E. Lenson, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10033
(212)715-9100
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 4 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement onSchedule 14D-9 (as previously amended and as may be further amended or supplemented from time to time, the “Schedule 14D-9”) filed by Intersections Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on November 29, 2018, relating to the 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”, and together with the Purchaser, collectively, the “Purchaser Group”), to purchase all of the outstanding shares of common stock, par value $0.01 per share (the “Common Stock”), of 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 in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO of the Purchaser Group and certain other filing persons filed with the Commission on November 29, 2018, as amended or supplemented from time to time.
Except to the extent specifically provided in this Amendment, the information set forth in the Schedule14D-9 remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in theSchedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION.
“ITEM 8. ADDITIONAL INFORMATION” of theSchedule 14D-9 is hereby amended and supplemented by adding a new subpart “(o) Expiration of the Offer” as follows:
“Expiration of the Offer. The Offer expired at 5:00 p.m., New York City time, on Friday, January 4, 2019 (the “Expiration Time”). Purchaser has accepted for payment all Shares that were validly tendered and not withdrawn prior to expiration of the Offer, and payment for such Shares will be made promptly in accordance with the terms of the Offer.
American Stock Transfer & Trust Co., LLC, the depositary for the Offer, advised Purchaser that, as of the Expiration Time, a total of 13,435,388 Shares were validly tendered and not validly withdrawn from the Offer (not including 46,844 Shares tendered pursuant to the notice of guaranteed delivery procedures) (the “Tendered Shares”), of which approximately 10,627,218 Shares were tendered by stockholders who are not Rollover Holders or directors or executive officers who are not Rollover Holders (the “Minority Tendered Shares”). For clarity, the Tendered Shares do not include the approximately 9.4 million Shares that Rollover Holders are obligated to roll over in the Offer. Together with the approximately 9.4 million Shares that the Rollover Holders are obligated to roll over in the Offer, the Tendered Shares represent approximately 93% of the Company’s issued and outstanding Shares, or approximately 75% of the Company’s issued and outstanding Shares on a fully diluted basis (disregarding any Shares issuable upon conversion of the Company’s Notes). The Minority Tendered Shares represent approximately 87% of the Company’s issued and outstanding Shares owned by stockholders who are not Rollover Holders or directors or executive officers who are not Rollover Holders. Accordingly, the Minimum Condition with respect to the Offer was satisfied as of the Expiration Time (not including Shares tendered pursuant to the notice of guaranteed delivery procedures). Parent intends to effect the merger of Purchaser with and into the Company, with the Company surviving as an indirect wholly-owned subsidiary of Parent, in the coming days, pursuant to Section 251(h) of the DGCL and in accordance with the Merger Agreement.”
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| INTERSECTIONS INC. | ||||||
| By: | /s/ Ronald L. Barden | |||||
| Name: Ronald L. Barden | ||||||
| Title: Chief Financial Officer | ||||||
January 7, 2019