CUSIP No. 460981301
Item 1. Security and Issuer.
This Amendment No. 2 on Schedule 13D/A (this “
Amendment No.
2
”) amends and supplements the Schedule 13D previously
filed by the Reporting Persons on November 13, 2018 (the “Schedule 13D”) as amended on January 10, 2019, with respect to the common stock of Intersections Inc., a Delaware corporation (the “Company”), par value $0.01
per share (the “Common Stock”). Each Item below amends and supplements the information disclosed under the corresponding Item of Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment
No. 2 shall have the same meaning herein as are ascribed to such terms in the Schedule 13D. Except as set forth in this Amendment No. 2, the information contained in Schedule 13D has not been updated or amended.
Item 4. Purpose of Transaction.
Item 4 is hereby
amended and supplemented to add the following:
“
Closing of the Merger
Upon consummation of the Offer, Merger Sub accepted for purchase a total of 13,443,400 Shares (the “Tender Offer Shares”), which were validly
tendered and not validly withdrawn from the Offer (including 8,012 Shares that were validly tendered pursuant to the notice of guaranteed delivery procedures). On January 11, 2019, immediately prior to the Effective Time of the Merger, the
Parent Note automatically converted into 13,240,089 shares of Common Stock in accordance with its terms (the “Converted Shares”). Pursuant to the terms of the Contribution and Assignment Agreements, the Rollover Holders contributed the
Rollover Shares (consisting of an aggregate of 11,103,640 Shares) to WC SACD, and prior to the consummation of the Merger, WC SACD contributed and assigned the Rollover Shares to WC SACD Holdings, Inc.
Subsequently, on January 11, 2019, Parent completed its acquisition of the Company pursuant to the terms of the Merger Agreement, wherein Merger Sub
merged with and into the Company in accordance with Section 251(h) of the DGCL, with the Company surviving as an indirect wholly-owned subsidiary of Parent (the “Merger”). At the Effective Time, each Share not tendered into the Offer,
other than Shares held by stockholders who perfected their appraisal rights under Delaware law, Shares held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time (including
the Tender Offer Shares, the Converted Shares and the Rollover Shares), were automatically cancelled and 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. Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time (including the Tender Offer Shares, the Converted Shares and the
Rollover Shares) were automatically cancelled for no consideration and ceased to exist.
At the Effective Time of the Merger, each share of common stock
of Merger Sub issued and outstanding immediately before the Effective Time automatically converted into and become one validly issued, fully paid and
non-assessable
share of common stock, par value $0.01 per
share, of the Company.
Immediately following the effectiveness of the Merger, the Company notified the Nasdaq Global Select Market (“Nasdaq”)
of the completion of the Merger and the Company’s intent to remove its Common Stock from listing on the Nasdaq. On January 11, 2019, Nasdaq filed with the SEC a Form 25 to delist and deregister the Common Stock under Section 12(b) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of the Common Stock on the Nasdaq was suspended as of approximately 9:00 a.m. New York City time on January 14, 2019. In addition, the Company intends to
file with the SEC a certification and notice of termination on Form 15 with respect to the Common Stock, requesting that the Common Stock be deregistered under the Exchange Act, and that the reporting obligations of the Company with respect to the
Common Stock under Sections 13(a) and 15(d) of the Exchange Act be suspended.
Closing of the iSubscribed Merger
Additionally, pursuant to that certain Binding Term Sheet, dated October 31, 2018, by and among WC SACD, WndrCo, iSubscribed, and the GC Funds, and
subsequent definitive documentation that was executed and delivered by the parties thereto, on January 11, 2019, WC SACD Holdings, Inc., an affiliate of WC SACD, acquired iSubscribed pursuant to a merger.”