This Amendment No. 3 (this “Amendment”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed by Benefytt Technologies, Inc. (“Benefytt” or the “Company”) with the Securities and Exchange Commission on
July 24, 2020 (as amended and supplemented from time to time, and including the documents annexed thereto or incorporated therein, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by Daylight Beta Corp., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Daylight Beta Parent Corp., a Delaware corporation
(“Parent”), to purchase all of the outstanding Class A Common Stock, par value $0.001 per share, of the Company (the “Class A Shares”) at an offer price of $31.00 per Class A Share, net
to the seller thereof in cash, without interest and less any withholding taxes (such amount being hereinafter referred to as the “Offer Price”) upon the terms and subject to the conditions set forth in the Offer to Purchase of
Purchaser and Parent, dated July 24, 2020, and the related Letter of Transmittal, as each may be amended or supplemented from time to time. Purchaser also offered to acquire all of the outstanding shares of Class B Common Stock, par value
$0.001 per share, of Benefytt (the “Class B Shares” and, together with the Class A Shares, the “Shares”) for no consideration. Purchaser’s offer to purchase all of the outstanding
Class A Shares and Class B Shares pursuant to the Offer to Purchase and the Letter of Transmittal, together with any amendments or supplements thereto, are collectively referred to herein as the “Offer.” The Offer is
described in a Tender Offer Statement on Schedule TO, as amended or supplemented from time to time, filed by Parent and Purchaser with the SEC on July 24, 2020. Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9.
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following section after the last
paragraph:
“Expiration of the Offer
The Offer
and all withdrawal rights thereunder expired at one minute after 11:59 p.m., Eastern Time, on August 20, 2020. The Depositary for the Offer has advised that, as of the expiration of the Offer, an aggregate of 11,854,521 Class A Shares
(excluding 1,721,795 Class A Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in satisfaction of such guarantee) were validly tendered and not properly withdrawn pursuant to the Offer, representing
approximately 83.1% of the Shares then outstanding. There were no Class B Shares outstanding at expiration time of the Offer and no Class B Shares were tendered into the Offer. All conditions to the Offer having been satisfied, Purchaser
accepted for payment all Class A Shares that were validly tendered and not properly withdrawn pursuant to the Offer, and payment of the Offer Price for such Class A Shares will be promptly made by the Depositary.
As of the expiration of the Offer, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition, and
all other conditions to the Offer were satisfied. Immediately after the expiration of the Offer, Purchaser irrevocably accepted for purchase and payment, and will as soon as reasonably practicable pay for all Shares tendered and not validly
withdrawn in the Offer.
As a result of its acceptance of Shares tendered in the Offer, Purchaser now owns a sufficient number of Shares to complete the
Merger pursuant to the Merger Agreement without a meeting of Benefytt’s stockholders in accordance with Section 251(h) of the DGCL. At the Effective Time, each Share issued and outstanding immediately before the Effective Time will be
automatically canceled and converted into the right to receive $31.00 per Share in cash, without interest and subject to any withholding taxes.
Following
consummation of the Merger, the Shares will be delisted and will cease to trade on NASDAQ. Parent and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of Benefytt’s
reporting obligations under the Exchange Act as promptly as practicable.
On August 21, 2020, Parent and the Company issued a press release
announcing the expiration and results of the Offer. The full text of the press release is attached as Exhibit (a)(1)(H) to the amendment to the Schedule TO filed with the SEC on August 21, 2020, and is incorporated herein by
reference.”