This Amendment No. 1 (this
Amendment
) amends and supplements the Transaction
Statement on
Schedule 13E-3
(the
Schedule
13E-3
) filed by Intersections Inc., a Delaware corporation (the
Company
) on November 29, 2018, in connection with a tender offer by 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. (the
Offerors
), to purchase all of the outstanding shares of common stock, par value $0.01 per share (the
Shares
), of the Company, at a price of $3.68 per Share in cash. The tender
offer is being made 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 constitute the
Offer
), each as originally filed with the Tender Offer Statement of the Offerors with the Securities and Exchange
Commission (the
SEC
) on November 29, 2018 (as amended and as may be further amended or supplemented from time to time, the
Schedule
TO
).
Except to the extent specifically provided in this Amendment, the information set forth in the Schedule
13E-3
remains
unchanged. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the meanings assigned to them in the Offer to Purchase or, as applicable, in the Solicitation/Recommendation Statement on
Schedule 14D-9
(as amended, the
Schedule
14D-9
) that has been filed by the Company in response to the Offer.
Item 7.
|
Purposes, Alternatives, Reasons and Effects
|
Item 7(d) of the Schedule
13E-3
is hereby amended and restated in its entirety as follows:
(d)
Effects
. The information set forth in the Offer to Purchase under Summary Term Sheet, Introduction, Special
FactorsSection 1Position of the Bidders Regarding Fairness of the Offer and the Merger, Special FactorsSection 5Rule
13e-3,
The
OfferSection 5Certain Material U.S. Federal Income Tax Consequences, The OfferSection 7Possible Effects on the Market for the Shares; Stock Exchange Listing; Registration Under the Exchange Act; Margin
Regulations, The OfferSection 12The Merger Agreement, The OfferSection 13Purpose of the Offer; Plans for the Company; Statutory Requirements; Short Form Merger, The
OfferSection 16Certain Legal Matters; Regulatory Approvals; Appraisal Rights and Schedule IIGeneral Corporation Law of DelawareSection 262 Appraisal Rights and in the Schedule
14D-9
under Item 8. Additional Information(m) Certain Company InformationEstimated Annual Cost Savings is incorporated herein by reference.
Item 8.
|
Fairness of the Going-Private Transaction
|
Item 8(c), (e) and (f) of the Schedule
13E-3
is hereby amended and restated in its entirety as follows:
(c)
Approval of Security Holders
. The information set forth in the Offer to Purchase under Summary Term SheetWhat are the Most
Significant Conditions to the Offer?, Introduction, and The OfferSection 13Purpose of the Offer; Plans for the Company; Statutory Requirements; Short Form Merger and in the Schedule
14D-9
under Item 4. The Solicitation or Recommendation(c) Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger is
incorporated herein by reference.
(e)
Approval of Directors
. The information set forth in the Schedule
14D-9
under Item 4. The Solicitation or RecommendationSolicitation or Recommendation and Item 4. The Solicitation or Recommendation(c) Reasons for the Merger; Recommendation of
the Special Committee; Recommendation of the Board of Directors; Fairness of the MergerRecommendation of the Board of Directors and the information set forth in the Offer to Purchase under Summary Term Sheet,
Introduction, Special FactorsSection 1Position of the Bidders Regarding Fairness of the Offer and the Merger, Special FactorsSection 7The Recommendation by the Special Committee and
Intersections Inc.s Board of Directors and The OfferSection 11Background of the Offer; Other Transactions with the Company is incorporated herein by reference.
(f)
Other Offers
. The information set forth in the Schedule
14D-9
under Item 4. The Solicitation or
Recommendation(c) Reasons for the Merger; Recommendation of the Special Committee; Recommendation of
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