Exhibit (a)(1)(C)
NOTICE OF GUARANTEED DELIVERY
For Tender of Shares of Class A Common Stock and Class B Common Stock
of
BENEFYTT TECHNOLOGIES, INC.
at
$31.00 NET PER CLASS A SHARE
NO CONSIDERATION TO BE PAID PER CLASS B SHARE
Pursuant to the Offer to Purchase dated July 24, 2020
by
DAYLIGHT BETA CORP.,
a direct wholly-owned subsidiary of
DAYLIGHT BETA PARENT CORP.
an affiliate of
MADISON DEARBORN PARTNERS, LLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE
AFTER 11:59 P.M., EASTERN TIME, ON AUGUST 20, 2020, UNLESS
THE OFFER IS EXTENDED OR EARLIER TERMINATED.
This Notice of Guaranteed Delivery, or one substantially in the form hereof, must be used to accept the Offer (as defined below) if (i) certificates representing shares of Class A Common Stock, par value $0.001 per share, and/or of Class B Common Stock, par value $0.001 per share (collectively, the “Shares”), of Benefytt Technologies, Inc., a Delaware corporation (“Benefytt”), are not immediately available, (ii) the procedure for book-entry transfer described in Section 3 of the Offer to Purchase (as defined below) cannot be completed prior to the expiration of the Offer or (iii) time will not permit all required documents to reach American Stock Transfer & Trust Co., LLC (the “Depositary”) prior to the expiration of the Offer. This Notice of Guaranteed Delivery may be delivered by mail, facsimile transmission or overnight courier to the Depositary. See Section 3 of the Offer to Purchase.
The Depositary for the Offer is:
American Stock Transfer & Trust Co., LLC
If delivering by mail:
American Stock Transfer & Trust Co., LLC Operations Center | If delivering by express mail, courier, or other expedited service:
American Stock Transfer & Trust Co., LLC |
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR EMAIL ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN “ELIGIBLE INSTITUTION” UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE APPROPRIATE LETTER OF TRANSMITTAL.
The Eligible Institution that completes this form must communicate the guarantee to the Depositary and must deliver the Letter of Transmittal or an Agent’s Message (as defined in the Offer to Purchase) and certificates for Shares to the Depositary within the time period shown herein. Failure to do so could result in a financial loss to such Eligible Institution.
Ladies and Gentlemen:
The undersigned hereby tenders to Daylight Beta Corp., a Delaware corporation and a direct wholly-owned subsidiary of Daylight Beta Parent Corp., a Delaware corporation, upon the terms and subject to the conditions set forth in the offer to purchase, dated July 24, 2020 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), receipt of which is hereby acknowledged, the number of shares of Class A Common Stock, par value $0.001 per share, and/or shares of Class B Common Stock, par value $0.001,per share of Benefytt Technologies, Inc., a Delaware corporation (“Benefytt”), specified below, pursuant to the guaranteed delivery procedure set forth in Section 3 of the Offer to Purchase.
Number and Class of Shares and Certificate No(s) (if available)
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Dated: , 2020
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Institution (defined in Section 3 of the Offer to Purchase), hereby (i) represents that the tender of Shares effected hereby complies with Rule 14e-4 under the Securities Exchange Act of 1934, as amended and (ii) guarantees delivery to the Depositary, at one of its addresses set forth above, of certificates representing the Shares tendered hereby, in proper form for transfer, or a confirmation of a book-entry transfer of such Shares into the Depositary’s account at DTC (pursuant to the procedures set forth in Section 3 of the Offer to Purchase), in either case together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof) or, in the case of a book-entry transfer, an Agent’s Message (defined in Section 3 of the Offer to Purchase), together with any other documents required by the Letter of Transmittal, all within two (2) Nasdaq Stock Market trading days after the date hereof.
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Date:
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| NOTE: | DO NOT SEND CERTIFICATES REPRESENTING TENDERED SHARES WITH THIS NOTICE. CERTIFICATES REPRESENTING TENDERED SHARES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. |
