SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE13E-3
Rule13e-3 Transaction Statement Under Section 13(e)
of the Securities Exchange Act of 1934
(Amendment No. 4)
Intersections Inc.
(Name of the Issuer)
WC SACD One Merger Sub, Inc.
WC SACD One Parent, Inc.
WC SACD One, Inc.
WndrCo Holdings, LLC
iSubscribed Inc.
General Catalyst Group IX, L.P.
GC Entrepreneurs Fund IX, L.P.
Loeb Holding Corporation
Michael R. Stanfield
Stanfield Family Investments LLC
David A. McGough
(Names of Persons Filing Statement)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
460981301
(CUSIP Number of Class of Securities)
WC SACD One Merger Sub, Inc., WC SACD One Parent, Inc., WC SACD One, Inc.: c/o iSubscribed Inc. 15 Network Drive Burlington, MA 01803 Attn: Blake Cunneen, CFO (617)322-0291 | iSubscribed Inc.: 15 Network Drive Burlington, MA 01803 Attn: Blake Cunneen, CFO (617)322-0291 | WndrCo Holdings, LLC: c/o WndrCo, LLC 9355 Wilshire Boulevard Suite 400 Beverly Hills, CA 90210 Attn: Andrew Chang, General Counsel (424)363-3066 | General Catalyst Group IX, L.P., GC Entrepreneurs Fund IX, L.P.: c/o General Catalyst Partners |
Loeb Holding Corporation 100 Wall Street, 19th Floor New York, NY 10005 Attn.: Bruce L. Lev, CEO (212)483-7000 | Michael R. Stanfield Stanfield Family P.O. Box 2183 Middleburg, VA 20118 Attn.: Michael R. Stanfield (540)253-5356 | David A. McGough c/o Intersections Inc. 3901 Stonecroft Boulevard Chantilly, Virginia 20151 Attn: David A. McGough (703)488-6100 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Ari Lanin Gibson, Dunn & Crutcher LLP 2029 Century Park East Suite 4000 Los Angeles, California 90067 (310)552-8581 | James J. Moloney Gibson, Dunn & Crutcher LLP 3161 Michelson Drive Irvine, California 92612 (949)451-4343 | Mark Mihanovic McDermott Will & Emery LLP 275 Middlefield Road, Suite 100 Menlo Park, California 94025 (650)815-7438 | Jane D. Goldstein Ropes & Gray LLP Prudential Tower, 800 Boylston Street Boston, MA 02199-3600 (617)951-7431 | |||
Bradley Kulman Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, NY 10038 (212)806-6613 | Ralph Norton Davis & Gilbert LLP 1740 Broadway New York, NY 10019 (212)468-4944 |
This statement is filed in connection with (check the appropriate box):
a. | ☐ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
b. | ☐ | The filing of a registration statement under the Securities Act of 1933. | ||
c. | ☒ | A tender offer. | ||
d. | ☐ | None of the above. | ||
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☒
Calculation of Filing Fee
| Transaction Valuation* | Amount of Filing Fee** | |
| $106,255,123.12 | $12,878.12 |
| * | Estimated for purposes of calculating the filing fee only. The transaction value was calculated by (i) multiplying the offer price of $3.68 per share (the “Offer Price”) of common stock, par value $0.01 per share (“Shares”), of Intersections Inc., a Delaware corporation (the “Company”), by 24,428,246 Shares, which is the number of Shares issued and outstanding; (ii) adding the product of (A) 1,216,444, which is the amount of Shares subject to outstanding“in-the-money” stock options, and (B) $1.38, which is the difference between the Offer Price and $2.30, the average weighted exercise price of such options; (iii) adding the product of (A) 1,746,169 Shares subject to issuance pursuant to restricted stock units issued by the Company, and (B) the Offer Price; (iv) adding the product of (A) 1,500,000 Shares subject to issuance pursuant to a warrant issued by the Company, and (B) $1.18, which is the difference between the Offer Price and $2.50, the exercise price for such warrant; (v) adding the product of (A) 1,762,115, which is the difference between 14,977,974, the number of Shares issuable upon full conversion of the Company’s senior secured convertible notes into Shares, and 13,215,859, the number of Shares issuable upon full conversion of the Company’s senior secured convertible note held by Parent into Shares, and (B) the Offer Price. The foregoing figures have been provided by the Company to Purchaser and unless otherwise noted are as of November 26, 2018, the most recent practicable date. |
| ** | The amount of the filing fee is calculated in accordance with Rule0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by .0001212. |
| ☒ | Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) under the Act and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $12,878.12 | Filing Parties: WC SACD One, Inc., WC SACD One Parent, Inc., WC SACD One Merger Sub, Inc., iSubscribed Inc., WndrCo Holdings, LLC, General Catalyst Group IX, L.P., and GC Entrepreneurs Fund IX, L.P. | |
| Form or Registration No.: ScheduleTO-T | Date Filed: November 29, 2018 | |
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Introduction
This Amendment No. 4 to the Rule13e-3 Transaction Statement on Schedule13E-3 (the “Amendment”) amends and supplements the Transaction Statement on Schedule13E-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 “Schedule13E-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 ScheduleTO-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 Schedule13E-3 remains unchanged. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings assigned to them in the Schedule13E-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 Schedule13E-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 Company’s 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. | EXHIBITS. |
Item 16 of the Schedule13E-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.
SIGNATURES
After due inquiry and to the best knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of January 14, 2019
| WC SACD One Merger Sub, Inc. | ||
| By: | /s/ Hari Ravichandran | |
| Name: | Hari Ravichandran | |
| Title: | Chief Executive Officer | |
| WC SACD One Parent, Inc. | ||
| By: | /s/ Hari Ravichandran | |
| Name: | Hari Ravichandran | |
| Title: | Chief Executive Officer | |
| WC SACD One, Inc. | ||
| By: | /s/ Hari Ravichandran | |
| Name: | Hari Ravichandran | |
| Title: | Chief Executive Officer | |
iSubscribed Inc. | ||
| By: | /s/ Hari Ravichandran | |
| Name: | Hari Ravichandran | |
| Title: | Chief Executive Officer | |
| WndrCo Holdings, LLC | ||
| By: | /s/ Andrew Chang | |
| Name: | Andrew Chang | |
| Title: | General Counsel | |
General Catalyst Group IX, L.P. a Delaware corporation | ||
| By: | General Catalyst Partners IX, L.P. its General Partner | |
| By: | General Catalyst GP IX, LLC its General Partner | |
| By: | /s/ Christopher McCain | |
| Name: | Christopher McCain | |
| Title: | Chief Legal Officer | |
GC Entrepreneurs Fund IX, L.P. a Delaware corporation | ||
| By: | General Catalyst Partners IX, L.P. its General Partner | |
| By: | General Catalyst GP IX, LLC its General Partner | |
| By: | /s/ Christopher McCain | |
| Name: | Christopher McCain | |
| Title: | Chief Legal Officer | |
Loeb Holding Corporation | ||
| By: | /s/ Bruce L. Lev | |
| Name: | Bruce L. Lev | |
| Title: | Chief Executive Officer and President | |
| /s/ Michael R. Stanfield |
| Michael R. Stanfield, an individual |
Stanfield Family Investments LLC | ||
| By: | /s/ Michael R. Stanfield | |
| Name: | Michael R. Stanfield | |
| Title: | Managing Member | |
| /s/ David A. McGough |
| David A. McGough, an individual |