SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE14d-100)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
AMENDMENT NO. 3
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.
(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, Massachusetts 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 20 University Road, 4th Floor Cambridge, MA 02138 Attn: Christopher McCain, Chief Legal Officer (617)234-7000 | |||
| (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 | |||
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; and (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 withRule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by .0001212. |
| *** | Amount Previously Paid: $12,878.12 Form or Registration No.: ScheduleTO-T Date Filed: November 29, 2018 |
| ☐ | Check box if any part of the fee is offset as provided byRule 0-11(a)(2) 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. |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule14d-1. |
| ☐ | issuer tender offer subject to Rule13e-4. |
| ☒ | going-private transaction subject to Rule13e-3. |
| ☐ | amendment to Schedule 13D under Rule13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 3 to the Tender Offer Statement on Schedule TO (the “Amendment”) amends and supplements the Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on November 29, 2018, as amended by Amendment No. 1 to the Schedule TO filed with the SEC on December 18, 2018, as amended by Amendment No. 2 to the Schedule TO filed with the SEC on December 26, 2018 (as amended and supplemented, the “Schedule TO”), and relates to the offer by WC SACD One Merger Sub, Inc. to purchase all of the issued and outstanding shares (the “Shares”) of common stock, par value $0.01 per share, of Intersections Inc., 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 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 Bidders (as amended and as may be further amended or supplemented 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”).
This Schedule TO, and all the information set forth in the Offer to Purchase, to the extent incorporated by reference therein, is hereby amended and supplemented as set forth below. Every Item in the Schedule TO is automatically updated, to the extent such Item incorporates by reference any section of the Offer to Purchase that is amended and supplemented therein. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.
| Item 7. | Source and Amount of Funds or Other Consideration. |
Item 7 of the Schedule TO is hereby amended and supplemented to add the following:
(d)Borrowed Funds.
On January 4, 2019, WC SACD One Parent, Inc. (the “Parent”) issued a secured promissory note (the “Bridge Note”) to WndrCo Holdings, LLC (“WndrCo”), in an aggregate principal amount of $21,000,000. The Bridge Note will mature on March 5, 2019, and may be voluntarily prepaid without premium or penalty at any time. Outstanding amounts under the Bridge Note shall accrue interest at a rate equal to (i) the interest rate per annum that would be charged to WndrCo (or its parent company affiliate) for a borrowing that WndrCo (or its parent company affiliate) could make under WndrCo’s (or its parent company affiliate’s) primary secured credit facility (as in effect from time to time) plus (ii) 1.00%, and accrued interest shall be payable monthly. The Bridge Note is secured by a lien over all assets of the Parent. No plans or arrangements to finance or repay the Bridge Note have been made.
The foregoing summary of the Bridge Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Bridge Note, a copy of which is incorporated herein by reference to Exhibit (b) hereto.
| Item 11. | Additional Information. |
Item 11 of the Schedule TO is hereby amended and supplemented to add the following:
On January 7, 2019, WC SACD One, Inc. announced the preliminary results of its cash tender offer to purchase all of the issued and outstanding shares of common stock of Intersections Inc. for $3.68 per share in cash, which expired at 5:00 P.M., New York City time, on Friday, January 4, 2019. WC SACD One Merger Sub, Inc. 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. A copy of the press release detailing the preliminary results of the Offer, and all information contained therein, is incorporated herein by reference to Exhibit (a)(5)(D) hereto.
| Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
| (a)(5)(D) | Press Release issued by WC SACD One, Inc. on January 7, 2019 (incorporated herein by reference to Exhibit (a)(5)(D) ofSchedule 13E-3 Amendment No. 3 filed by WC SACD One Merger Sub, Inc. with the Securities and Exchange Commission on January 7, 2019). | |
| (b) | Secured Promissory Note, dated as of January 4, 2019, issued by WC SACD One Parent, Inc. to WndrCo Holdings, LLC (incorporated herein by reference to Exhibit (b) ofSchedule 13E-3 Amendment No. 3 filed by WC SACD One Merger Sub, Inc. with the Securities and Exchange Commission on January 7, 2019). | |
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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.
Dated: January 7, 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 | |
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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 | |
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