THIS INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY THE BOARD OF
DIRECTORS OF THE COMPANY. WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
INFORMATION STATEMENT
December 17, 2018
GENERAL
INFORMATION
Intersections Inc., a Delaware corporation, with its principal executive offices located at 3901 Stonecroft Boulevard,
Chantilly, VA 20151, is sending you this Notice and Information Statement to notify you of an action that the Majority Stockholders have taken by written consent in lieu of a special meeting of stockholders. References in this Information Statement
to the Company, we, our, us, and Intersections are to Intersections Inc. and, to the extent applicable, its subsidiaries. The entire cost of furnishing this Information Statement will be
borne by the Company. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward the Information Statement to beneficial owners of the Common Stock held of record by them.
Copies of this Information Statement are being mailed on or about December 17, 2018, to the holders of record of the outstanding shares
of our Common Stock on October 31, 2018, which we refer to as the Record Date.
Background
The following action was approved by the written consent of the Majority Stockholders holding 50.3% of our outstanding voting stock on
October 31, 2018, in lieu of a special meeting.
Issuance of Senior Secured Convertible Notes
On October 31, 2018, the Company entered into the Note Purchase Agreement, pursuant to which the Company sold to Parent, the Notes in the
aggregate principal amount of $30,000,000 for a purchase price in cash of $30,000,000, and issued to the other Investors additional Notes in the aggregate principal amount of $4,000,000 in exchange for certain unsecured convertible notes, in the
same aggregate principal amount, previously issued by the Company to such Investors (who received payment from the Company in cash of approximately $87,300 for the accrued and unpaid interest on such previously issued notes). Pursuant to the Note
Purchase Agreement, each Investor has a Preemptive Right to purchase a percentage of any New Securities (defined to include securities, contract rights, notes, obligations, options, warrants, or other rights that are directly or indirectly
exercisable for, convertible into, or exchangeable for shares of the Companys Common Stock or other capital or voting stock of the Company) being offered by the Company that is equal to the percentage of the outstanding Common Stock owned by
such Investor on an
as-converted
basis (treating as outstanding all shares of Common Stock issuable upon the full conversion of the Notes then outstanding).
The Notes were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act.
The issuance of shares of our Common Stock and, if applicable, the Preferred Stock, in each case, issuable upon conversion of the Notes, and
the Preemptive Rights of the Investors pursuant to the Note Purchase Agreement, implicate certain of the NASDAQ listing standards requiring prior stockholder approval in order to maintain our listing on NASDAQ.
The Majority Stockholders, in accordance with NASDAQ Listing Rules 5635(b), 5635(c) and 5635(d), approved (i) the entry into the Note
Purchase Agreement and the transactions contemplated thereunder, including the issuance of the Notes, (ii) the issuance of shares of Common Stock and Preferred Stock issuable upon the full conversion of the Notes, including Notes held by any
director or officer of the Company, and the subsequent full conversion of any shares of Preferred Stock into shares of Common Stock, (iii) the exercise of Preemptive Rights of the Investors as set forth in the Note Purchase Agreement, and
(iv) the authorization and reservation for the purpose of issuance of not less than 120% of the number of shares of Common Stock and Preferred Stock issuable upon full conversion of the Notes and other actions required for the reservation of
the shares of Common Stock and Preferred Stock as described in the Note Purchase Agreement.
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