This Amendment No. 5 (this “
Amendment
”) amends and supplements the
Solicitation/Recommendation Statement on Schedule
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 Schedule
14D-9
remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule
14D-9.
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ITEM 8.
|
ADDITIONAL INFORMATION.
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“ITEM 8. ADDITIONAL INFORMATION” of the Schedule
14D-9
is hereby amended and supplemented by adding a new
subpart “(p) Conversion of the Notes; Rollover Shares; Completion of the Merger” as follows:
“
Conversion of the Notes; Rollover
Shares; Completion 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 LHC and (c) 441,337 were issued to Mr. McGough. In addition, the transactions contemplated by the Rollover Agreements were consummated in accordance with their terms, with the
Rollover Shares consisting of (i) 8,803,640 shares held by LHC, (ii) 1,500,000 shares beneficially owned by Mr. Stanfield (including 577,846 shares held by SFI LLC), and (iii) 800,000 shares held by Mr. McGough.
On January 11, 2019 and in accordance with the Merger Agreement, Purchaser merged with and into the Company, and the Company became an indirect
wholly-owned subsidiary of Parent. The Merger was effected pursuant to Section 251(h) of the DGCL pursuant to which no stockholder vote was required to consummate the Merger. At the Effective Time, all remaining Shares 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 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.”