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 Schedule
TO-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.
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Source and Amount of Funds or Other Consideration
.
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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 WndrCos (or its parent company affiliates) 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.
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Additional Information.
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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 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
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(a)(5)(D)
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Press Release issued by WC SACD One, Inc. on January 7, 2019 (incorporated herein by reference to Exhibit (a)(5)(D) of
Schedule 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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(b)
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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) of
Schedule 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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