-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eg63nnKbia0DG/E+D32s7oEUAGBwT90p5CmVjLX/xEjnmlKaCXblzb8wMT7xOMwu gt7hpIKYFOWs7j4xNls2zQ== 0000950123-10-045601.txt : 20100506 0000950123-10-045601.hdr.sgml : 20100506 20100506165641 ACCESSION NUMBER: 0000950123-10-045601 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100506 DATE AS OF CHANGE: 20100506 GROUP MEMBERS: PEARSON DBC HOLDINGS, INC GROUP MEMBERS: PEARSON INC. GROUP MEMBERS: PEARSON LONGMAN, INC. GROUP MEMBERS: PEARSON LUXEMBOURG HOLDINGS NO. 2 LTD GROUP MEMBERS: PEARSON LUXEMBOURG HOLDINGS SARL GROUP MEMBERS: PEARSON NETHERLANDS B.V. GROUP MEMBERS: PEARSON NETHERLANDS HOLDINGS B.V. GROUP MEMBERS: PEARSON OVERSEAS HOLDINGS LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERACTIVE DATA CORP/MA/ CENTRAL INDEX KEY: 0000888165 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES [6200] IRS NUMBER: 133668779 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42462 FILM NUMBER: 10808915 BUSINESS ADDRESS: STREET 1: 32 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 BUSINESS PHONE: 7816878800 MAIL ADDRESS: STREET 1: 32 CROSBY DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 FORMER COMPANY: FORMER CONFORMED NAME: DATA BROADCASTING CORPORATION DATE OF NAME CHANGE: 19930328 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEARSON PLC CENTRAL INDEX KEY: 0000938323 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 80 STRAND CITY: LONDON ENGLAND STATE: X0 ZIP: WC2R 0RL BUSINESS PHONE: 442070102000 MAIL ADDRESS: STREET 1: 80 STRAND CITY: LONDON ENGLAND STATE: X0 ZIP: WC2R 0RL SC 13D/A 1 u08914sc13dza.htm SC 13D/A sc13dza
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 4 )

Information To Be Included in Statements Filed Pursuant to § 240.13d-1(a) and
Amendments Thereto Filed Pursuant to § 240.13d-2(a)

INTERACTIVE DATA CORPORATION
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
237596101
(CUSIP Number)
Philip Hoffman
c/o Pearson Inc.
1330 Avenue of the Americas, 7th Floor
New York, New York, 10019
(212) 641-2421
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With Copies to:
Charles E. Engros, Jr., Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
(212) 309-6000
May 3, 2010
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because off §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

TABLE OF CONTENTS

Item 1 Security and Issuer
Item 2 Identity and Background
Item 4. Purposes of Transactions
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to the Issuer
Item 7. Materials to Be Filed as Exhibits
SIGNATURE
EX-99.1
EX-99.2

Table of Contents

                     
CUSIP No.
  
237596101 
 13D

 

           
1   NAME OF REPORTING PERSONS

PEARSON PLC
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  NOT APPLICABLE
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ENGLAND & WALES
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  See Item 5 of attached Schedule
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  See Item 5 of attached Schedule
     
14   TYPE OF REPORTING PERSON*
   
  CO

- -2-

Table of Contents

                     
CUSIP No.
  
237596101 
 13D

 

           
1   NAME OF REPORTING PERSONS

PEARSON OVERSEAS HOLDINGS LTD.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  NOT APPLICABLE
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ENGLAND & WALES
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  See Item 5 of attached Schedule
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  See Item 5 of attached Schedule
     
14   TYPE OF REPORTING PERSON*
   
  CO

- -3-

Table of Contents

                     
CUSIP No.
  
237596101 
 13D

 

           
1   NAME OF REPORTING PERSONS

PEARSON NETHERLANDS B.V.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  NOT APPLICABLE
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  NETHERLANDS
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  See Item 5 of attached Schedule
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  See Item 5 of attached Schedule
     
14   TYPE OF REPORTING PERSON*
   
  CO

- -4-

Table of Contents

                     
CUSIP No.
  
237596101 
 13D

 

           
1   NAME OF REPORTING PERSONS

PEARSON LUXEMBOURG HOLDINGS NO. 2 LTD.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  NOT APPLICABLE
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ENGLAND & WALES
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  See Item 5 of attached Schedule
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  See Item 5 of attached Schedule
     
14   TYPE OF REPORTING PERSON*
   
  CO

- -5-

Table of Contents

                     
CUSIP No.
  
237596101 
 13D

 

           
1   NAME OF REPORTING PERSONS

PEARSON LUXEMBOURG HOLDINGS SARL
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  NOT APPLICABLE
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  LUXEMBOURG
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  See Item 5 of attached Schedule
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  See Item 5 of attached Schedule
     
14   TYPE OF REPORTING PERSON*
   
  CO

- -6-

Table of Contents

                     
CUSIP No.
  
237596101 
 13D

 

           
1   NAME OF REPORTING PERSONS

PEARSON NETHERLANDS HOLDINGS B.V.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  NOT APPLICABLE
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  NETHERLANDS
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  See Item 5 of attached Schedule
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  See Item 5 of attached Schedule
     
14   TYPE OF REPORTING PERSON*
   
  CO

- -7-

Table of Contents

                     
CUSIP No.
  
237596101 
 13D

 

           
1   NAME OF REPORTING PERSONS

PEARSON INC. EIN: 51-0261654
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  NOT APPLICABLE
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  DELAWARE
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  See Item 5 of attached Schedule
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  See Item 5 of attached Schedule
     
14   TYPE OF REPORTING PERSON*
   
  CO

- -8-

Table of Contents

                     
CUSIP No.
  
237596101 
 13D

 

           
1   NAME OF REPORTING PERSONS

PEARSON LONGMAN, INC. EIN: 13-2971110
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  NOT APPLICABLE
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  DELAWARE
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  See Item 5 of attached Schedule
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  See Item 5 of attached Schedule
     
14   TYPE OF REPORTING PERSON*
   
  CO

- -9-

Table of Contents

                     
CUSIP No.
  
237596101 
 13D

 

           
1   NAME OF REPORTING PERSONS

PEARSON DBC HOLDINGS INC. EIN: 13-4149604
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS*
   
  NOT APPLICABLE
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  DELAWARE
       
  7   SOLE VOTING POWER
     
NUMBER OF   57,554,795
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   57,554,795
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  57,554,795
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  60.4%
     
14   TYPE OF REPORTING PERSON*
   
  CO

- -10-

Table of Contents

Item 1 Security and Issuer
This Amendment No. 4 (“Amendment No. 4”) to the Statement on Schedule 13D, originally filed on November 24, 1999 (the “Original Statement,” as amended by Amendment No.1, filed on March 9, 2000 (“Amendment No.1”), Amendment No. 2, filed on January 8, 2001, and Amendment No. 3, filed on January 9, 2006 (“Amendment No. 3”) and as so amended, the “Statement”), with respect to the common stock, par value $.01 per share (“Common Stock”) of Interactive Data Corporation, a Delaware corporation (the “Company”), amends Items 2, 3, 4, 5, and 7 and Schedules A and B of the Statement. The principal executive office of the Company is 22 Crosby Drive, Bedford, MA 01730. Information given in response to each item shall be deemed incorporated by reference in all other items. Capitalized terms used but not defined in this Amendment No. 4 shall have the respective meanings ascribed to them in the Statement.
Item 2 Identity and Background
     Item 2 as set forth in the Statement is amended and restated in its entirety as:
     (a) This Statement is being filed by each of the following persons pursuant to Rule 13d-2(a) promulgated by the Securities and Exchange Commission (the “Commission”): (i) Pearson plc, a corporation organized under the laws of England & Wales (“Pearson”); (ii) Pearson Overseas Holdings Ltd., a corporation organized under the laws of England & Wales (“Pearson Overseas”); (iii) Pearson Netherlands B.V., a corporation organized under the laws of the Netherlands (“Pearson Netherlands”); (iv) Pearson Luxembourg Holdings No. 2 Ltd., a corporation organized under the laws of Luxembourg (“Pearson Lux Holdings 2”); (v) Pearson Luxembourg Holdings S.a.r.l., a corporation organized under the laws of Luxembourg (“Pearson Lux Holdings”); (vi) Pearson Netherlands Holdings B.V., a corporation organized under the laws of the Netherlands (“Pearson Netherlands Holdings”); (vii) Pearson Inc., a corporation organized under the laws of Delaware (“Pearson Inc.”); (viii) Pearson Longman, Inc., a corporation organized under the laws of Delaware (“Pearson Longman”); and (ix) Pearson DBC Holdings Inc., a corporation organized under the laws of Delaware (“DBC Holdings” and, collectively with Pearson, Pearson Overseas, Pearson Netherlands, Pearson Lux Holdings 2, Pearson Lux Holdings, Pearson Netherlands Holdings, Pearson Inc. and Pearson Longman, the “Reporting Persons”).
Pearson is an international media company which is the sole stockholder of Pearson Overseas. Pearson Overseas is an investment holding company which owns 100% of Pearson Netherlands. Pearson Netherlands is a holding company which owns 100% of Pearson Lux Holdings 2. Pearson Lux Holdings 2 is a holding company which is the majority stockholder of Pearson Lux Holdings. Pearson Lux Holdings is a holding company which owns 100% of Pearson Inc. Pearson Inc. is a holding company which owns 100% of Pearson Longman. Pearson Longman is a holding company which owns 100% of DBC Holdings. DBC Holdings is a holding company which owns approximately 60.6% of the Company.
     (b) The addresses of the principal offices of each of the Reporting Persons are as set forth on Schedule A. Schedule A is incorporated into and made a part of this Statement.
     (c) Attached as Schedule B is the name, principal occupation (where applicable) and business address of each executive officer and/or director of each of the Reporting Persons. Schedule B is incorporated into and made a part of this Statement.
     (d) During the last five years, none of the Reporting Persons nor any person listed on Schedule B has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

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     (e) During the last five years, none of the Reporting Persons nor any person listed on Schedule B has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.
Item 4. Purposes of Transactions
Item 4 is hereby amended and supplemented as follows:
On May 3, 2010, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hg Investors LLC, a Delaware limited liability company (“Parent”), and Igloo Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of Silver Lake Technology Management L.L.C. and Warburg Pincus LLC.
After the execution of the Merger Agreement, DBC Holdings, holding approximately 60.4% of the outstanding shares of common stock of the Company, executed a written consent approving and adopting the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, pursuant to the terms of a voting agreement entered into by and among the DBC Holdings, Pearson and the Parent simultaneously with the Merger Agreement. No further approval of the stockholders of the Company is required to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger.
Item 5. Interest in Securities of the Issuer
     Item 5 as set forth in the Statement is amended and restated to read in its entirety as follows:
     (a) DBC Holdings owns 57,554,902 shares of Common Stock, representing approximately 60.4% of the issued and outstanding shares of Common Stock. For purposes of Rule 13d-3 promulgated under the Exchange Act, Pearson, Pearson Overseas, Pearson Netherlands, Pearson Lux Holdings 2, Pearson Lux Holdings, Pearson Netherlands Holdings, Pearson Inc. and Pearson Longman, which are affiliates of DBC Holdings, may be deemed to beneficially own the shares indirectly as a result of their control relationship with DBC Holdings. Any such beneficial ownership would represent the same sole voting and dispositive power exercised by DBC Holdings over the shares. Each of the Reporting Persons other than DBC Holdings disclaims beneficial ownership of the shares.
     Philip J. Hoffman owns 3,200 shares of Common Stock, representing less than 1% of the issued and outstanding shares of Common Stock. As noted on Schedule B, Mr. Hoffman is an executive officer and/or director of certain of the Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of the shares owned by Mr. Hoffman.
     Rona A. Fairhead owns 10,000 shares of Common Stock, representing less than 1% of the issued and outstanding shares of Common Stock. As noted on Schedule B, Mrs. Fairhead is an executive officer and/or director of certain of the Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of the shares owned by Mrs. Fairhead.
     John C. Makinson owns 1,000 shares of Common Stock, representing less than 1% of the issued and outstanding shares of Common Stock. As noted on Schedule B, Mr. Makinson is an executive officer

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and/or director of certain of the Reporting Persons. Each of the Reporting Persons disclaims beneficial ownership of the shares owned by Mr. Makinson.
     (b) The responses of the Reporting Persons to Items (7) through (11) of the portions of pages 2 through 10 hereto which relate to shares of Common Stock beneficially owned are incorporated herein by reference.
     Each of Mrs. Fairhead and Messrs. Hoffman and Makinson have sole voting and dispositive power with respect to the shares of Common Stock owned by them.
     (c) Except as described in the response to Item 4, there have been no transactions in the shares of Common Stock during the past sixty days by any Reporting Person or any other person listed on Schedule B.
     (d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by DBC Holdings, Mr. Hoffman, Mrs. Fairhead or Mr. Makinson.
     (e) Not applicable.
     Except as described in this response to Item 5, none of the persons listed on Schedule B beneficially own any shares of Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to the Issuer
Item 6 is hereby amended and supplemented as follows:
On May 3, 2010, 2010, DBC Holdings, which holds approximately 60.4% of the issued and outstanding Common Stock, executed the Written Consent approving and adopting the Merger and the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, pursuant to the terms of a voting agreement entered into by and among the DBC Holdings, Pearson and the Parent simultaneously with the Merger Agreement.
Item 7. Materials to Be Filed as Exhibits
The following additional materials are filed as Exhibits to this Amendment No. 4:
     
Exhibit 1:
  Joint filing agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
 
    
Exhibit 2:
  Voting Agreement, dated as of May 3, 2010, among Hg Investors LLC, Pearson DBC Holdings Inc. and Pearson plc.
[The remainder of this page intentionally left blank]

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SIGNATURE
     After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: May 5, 2010
         
  PEARSON PLC
 		  
  By:   /s/ Robin Freestone    
    Name:   Robin Freestone   
    Title:   Chief Financial Officer and Director   
 
  PEARSON OVERSEAS HOLDINGS LTD.
 		  
  By:   /s/ Alan C. Miller    
    Name:   Alan C. Miller   
    Title:   Director   
 
  PEARSON NETHERLANDS B.V.
 		  
  By:   /s/ Andrew J. Midgley    
    Name:   Andrew J. Midgley   
    Title:   Director   
 
  PEARSON LUXEMBOURG HOLDINGS NO. 2 LTD.
 		  
  By:   /s/ Alan C. Miller    
    Name:   Alan C. Miller   
    Title:   Director   
 
  PEARSON LUXEMBOURG HOLDINGS SARL
 		  
  By:   /s/ Alan C. Miller    
    Name:   Alan C. Miller   
    Title:   Director   
 
  PEARSON NETHERLANDS HOLDINGS B.V.
 		  
  By:   /s/ David H. Colville    
    Name:   David H. Colville   
    Title:   Director   

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  PEARSON INC.
 		  
  By:   /s/ Philip J. Hoffman    
    Name:   Philip J. Hoffman   
    Title:   Executive Vice President and Director   
 
  PEARSON LONGMAN, INC.
 		  
  By:   /s/ Philip J. Hoffman    
    Name:   Philip J. Hoffman   
    Title:   Executive Vice President and Director   
 
  PEARSON DBC HOLDINGS INC.
 		  
  By:   /s/ Philip J. Hoffman    
    Name:   Philip J. Hoffman   
    Title:   President   
 

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SCHEDULE A
     
Name of Reporting Person   Address of the Principal Office
 
    
Pearson plc
  80 Strand, London WC2R 0RL, England
 
    
Pearson Overseas Holdings Ltd.
  c/o Pearson plc, 80 Strand, London
WC2R 0RL, England
 
    
Pearson Netherlands B.V.
  c/o Pearson plc, 80 Strand, London
WC2R 0RL, England
 
    
Pearson Luxembourg Holdings No. 2 Ltd.
  c/o Pearson plc, 80 Strand, London
WC2R 0RL, England
 
    
Pearson Luxembourg Holdings S.a.r.l.
  Pearson Luxembourg Holdings S.a.r.l., 67 Boulevard Grande-Duchesse Charlotte, L-1331, Luxembourg
 
    
Pearson Netherlands Holdings B.V.
  Pearson Netherlands Holdings B.V., Vossiusstraat 54-55, 1071 AK, Amsterdam
 
    
Pearson Inc.
  1330 Avenue of the Americas, 7th Floor, New York, NY 10019
 
    
Pearson Longman, Inc.
  c/o Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019
 
    
Pearson DBC Holdings Inc.
  c/o Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019

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SCHEDULE B
Pearson plc
         
Name   Position   Principal Occupation/Business Address
 
Glen Moreno
  Chairman   Chairman/Pearson plc, 80 Strand,
London, WC2R 0RL
 
        
Marjorie M. Scardino
  Chief Executive   Director/Pearson plc, 80 Strand,
London WC2R 0RL, England
 
        
David Arculus
  Non-Executive Director   Director/Pearson plc, 80 Strand,
London WC2R 0RL, England
 
        
Will Ethridge
  Chief Executive, North
America Education 		  Director/Pearson plc, 80 Strand,
London WC2R 0RL, England
 
        
Patrick Cescau
  Non-Executive Director   Director/Pearson plc, 80 Strand,
London, WC2R 0RL
 
        
Rona Fairhead
  Chief Executive of the FT Group   Director/Pearson plc, 80 Strand,
London WC2R 0RL, England
 
        
Robin Freestone
  Chief Financial Officer   Director/Pearson plc, 80 Strand,
London WC2R 0RL, England
 
        
Susan Fuhrman
  Non-Executive Director   Director/Pearson plc, 80 Strand,
London, WC2R 0RL
 
        
Ken Hydon
  Non-Executive Director   Director/Pearson plc, 80 Strand,
London, WC2R 0RL
 
        
John C. Makinson
  Chairman and Chief Executive, Penguin Group   Director/Pearson plc, 80 Strand,
London, WC2R 0RL
 
        
Philip J. Hoffman
  Secretary   Executive Vice President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019

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Pearson Overseas Holdings Ltd.
         
Name   Position   Principal Occupation/Business Address
 
 
        
David H. Colville
  Director   Group Tax Director/Pearson plc, 80 Strand,
London WC2R 0RL, England
 
        
Robin Freestone
  Director   Director/Pearson plc, 80 Strand,
London WC2R 0RL, England
 
        
John C. Makinson
  Director   Chairman and Chief Executive (Penguin Group)/Pearson plc, 80 Strand, London, WC2R 0RL, England
 
        
Alan C. Miller
  Director   Director /Pearson plc, 80 Strand,
London WC2R 0RL, England
 
        
Marjorie M. Scardino
  Director   Chief Executive Officer/Pearson plc,
80 Strand, London WC2R 0RL, England
 
        
Stephen Jones
  Secretary   Deputy Secretary/Pearson plc, 80
Strand, London WC2R 0RL, England
Pearson Netherlands B.V.
         
Name   Position   Principal Occupation/Business Address
 
Alan C. Miller
  Director   Director /Pearson plc, 80 Strand, London,
WC2R 0RL, England
 
        
Andrew Midgley
  Director   Director/Pearson plc, 80 Strand, London WC2R
0RL, England
 
        
Robin Freestone
  Director   Director/Pearson plc, 80 Strand, London WC2R
0RL, England

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Pearson Luxembourg Holdings No. 2 Ltd.
         
Name   Position   Principal Occupation/Business Address
 
 
        
David H. Colville
  Director   Group Tax Director/Pearson plc, 80
Strand, London, WC2R 0RL, England
 
        
Alan C. Miller
  Director   Director of Purchasing/Pearson plc, 80 Strand, London WC2R 0RL, England
 
        
Andrew Midgley
  Director   Director/Pearson plc, 80 Strand,
London WC2R 0RL, England
 
        
Jennifer Braunhofer
  Secretary   Assistant Secretary/Pearson plc, 80
Strand, London WC2R 0RL, England
 
        
Stephen Jones
  Joint Secretary   Deputy Secretary/Pearson plc, 80
Strand, London WC2R 0RL, England
Pearson Luxembourg Holdings S.a.r.l.
         
Name   Position   Principal Occupation/Business Address
 
David H. Colville
  Director   Group Tax Director/Pearson plc, 80 Strand,
London, WC2R 0RL, England
 
        
Michael Robert Kidd
  Director   Pearson Luxembourg Holdings S.a.r.l., 67 Boulevard Grande-Duchesse Charlotte, L-1331, Luxembourg
 
        
Jan Francis van der Drift
  Director   Leeteinde 20-22 Broek in Waterland Netherlands
 
        
Benoit Nasr
  Director   Pearson Luxembourg Holdings S.a.r.l., 67 Boulevard Grande-Duchesse Charlotte, L-1331, Luxembourg
Pearson Netherlands Holdings B.V.
         
Name   Position   Principal Occupation/Business Address
 
David H. Colville
  Director   Group Tax Director/Pearson plc, 80
Strand, London, WC2R 0RL, England
 
        
Jan Francis van der Drift
  Director   Pearson Netherlands B.V., Concertgebouwplein 25, 1071 LM, Amsterdam
 
        
George Nicolai
  Director   Prins Bernhardplein 200, Amsterdam

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Pearson Inc.
         
Name   Position   Principal Occupation/Business Address
 
Steve Dowling
  President and Director   President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019
 
        
Philip J. Hoffman
  Executive Vice President and Director   Executive Vice President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019
 
        
Thomas Wharton
  Vice President and Director   Vice President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019
Pearson Longman, Inc.
         
Name   Position   Principal Occupation/Business Address
 
Jeffrey Taylor
  President and Director   President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019
 
        
Philip J. Hoffman
  Executive Vice President and Director   Executive Vice President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019
 
        
Thomas Wharton
  Vice President and Director   Vice President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019
Pearson DBC Holdings Inc.
         
Name   Position   Principal Occupation/Business Address
 
Michael Fortini
  Vice President and Director   Vice President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019
 
        
Philip J. Hoffman
  President   Executive Vice President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019
 
        
Thomas Wharton
  Vice President and Director   Vice President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019
 
        
Shaheda Sayed
  Secretary, Treasurer and Director   Vice President/Pearson Inc., 1330 Avenue of the Americas, 7th Floor, New York, NY 10019

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EXHIBIT INDEX
     The following additional material is filed as an Exhibit to this Amendment No. 3:
     Exhibit 1: Joint filing agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
     Exhibit 2: Voting Agreement, dated May 3, 2010, among Hg Investors LLC, Pearson DBC Holdings Inc. and Pearson plc.

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EX-99.1 2 u08914exv99w1.htm EX-99.1 exv99w1
Exhibit 1
JOINT FILING AGREEMENT
     The undersigned hereby agree that this Amendment No. 4 to the Statement on Schedule 13D, dated May 5, 2010 (the “Schedule 13D”), with respect to the Common Stock, par value $.01 per share, of Interactive Data Corporation is, and any additional amendments executed by us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that this Agreement shall be included as an exhibit to the Schedule 13D and each such additional amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any additional amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 5th day of May, 2010.
         
  PEARSON PLC
 		  
  By:   /s/ Robin Freestone    
    Name:   Robin Freestone   
    Title:   Chief Financial Officer and Director   
 
  PEARSON OVERSEAS HOLDINGS LTD.
 		  
  By:   /s/ Alan C. Miller    
    Name:   Alan C. Miller   
    Title:   Director   
 
  PEARSON NETHERLANDS B.V.
 		  
  By:   /s/ Andrew J. Midgley    
    Name:   Andrew J. Midgley   
    Title:   Director   
 
  PEARSON LUXEMBOURG HOLDINGS NO. 2 LTD.
 		  
  By:   /s/ Alan C. Miller    
    Name:   Alan C. Miller   
    Title:   Director   
 
  PEARSON LUXEMBOURG HOLDINGS SARL
 		  
  By:   /s/ Alan C. Miller    
    Name:   Alan C. Miller   
    Title:   Director   
         
  PEARSON INC.
 		  
  By:   /s/ Philip J. Hoffman    
    Name:   Philip J. Hoffman   
    Title:   Executive Vice President and Director   
 
  PEARSON LONGMAN, INC.
 		  
  By:   /s/ Philip J. Hoffman    
    Name:   Philip J. Hoffman   
    Title:   Executive Vice President and Director   
 
  PEARSON DBC HOLDINGS, INC.
 		  
  By:   /s/ Philip J. Hoffman    
    Name:   Philip J. Hoffman   
    Title:   President   
 

 

EX-99.2 3 u08914exv99w2.htm EX-99.2 exv99w2
Exhibit 2
VOTING AGREEMENT
     This VOTING AGREEMENT is dated as of May 3, 2010 (this “Agreement”), by and among Hg Investors LLC, a Delaware limited liability company (the “Parent”), Pearson DBC Holdings Inc., a Delaware corporation (the “Stockholder”), and, solely with respect to Sections 2.1(a), 2.1(c) and 3.3 and Article IV, Pearson plc, a public limited company organized under the laws of England and Wales (the “Stockholder Parent”).
RECITALS
     WHEREAS, Interactive Data Corporation, a Delaware corporation (the “Company”), Igloo Merger Corporation, a Delaware corporation and a direct wholly-owned subsidiary of the Parent (“Merger Sub”) and the Parent are, concurrently with the execution and delivery of this Agreement, entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”);
     WHEREAS, as of the date hereof, the Stockholder is the beneficial owner (as defined under Rule 13d-3 of the Exchange Act) of 57,554,795 shares of the Common Stock (the “Existing Shares” and, together with any shares of Common Stock and options, warrants and other rights to purchase shares of Common Stock or other voting capital stock or securities of the Company and any other securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock or securities of the Company acquired by the Stockholder after the date hereof, the “Shares”);
     WHEREAS, as a condition and inducement to the willingness of the Parent and Merger Sub to enter into the Merger Agreement, the Stockholder and Stockholder Parent have agreed to enter into this Agreement; and
     WHEREAS, capitalized terms used but not defined herein have the respective meanings ascribed thereto in the Merger Agreement.
     NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the Parent and the Stockholder hereby agree as follows:
ARTICLE I
VOTING
     1.1 Agreement to Vote.
          (a) The Stockholder hereby agrees, from and after the date hereof and until the date on which this Agreement is terminated pursuant to Section 4.1, at any meeting of the stockholders of the Company, however called, at any adjournment thereof, and in connection with any written consent of the stockholders of the Company, (i) to appear at each such meeting or otherwise cause the Shares to be counted as present thereat for purposes of calculating a quorum; and (ii) to vote (or deliver a written consent in lieu thereof) all of the Shares that the

 

 

Stockholder is entitled to vote (or deliver a written consent with respect thereto) at the time of any vote or written consent (A) to adopt the Merger Agreement, and approve any actions related thereto as and when such Merger Agreement or such other actions are submitted for the consideration and vote of the stockholders of the Company, (B) against any Alternative Proposal, without regard to the terms of such Alternative Proposal, or any other transaction, proposal, agreement or action made in opposition to adoption of the Merger Agreement or in competition or inconsistent with the Merger and the other transactions contemplated by the Merger Agreement and (C) against any other action that is intended or could prevent, impede, or, in any material respect, interfere with, delay the transactions contemplated by the Merger Agreement.
          (b) Nothing in this Agreement, including this Section 1.1(a), shall limit or restrict any affiliate or designee of the Stockholder who serves as a member of the Board of Directors in acting in his or her capacity as a director of the Company and exercising his or her fiduciary duties and responsibilities, it being understood that this Agreement shall apply to the Stockholder solely in its capacity as a stockholder of the Company and shall not apply to any such affiliate or designee’s actions, judgments or decisions as a director of the Company.
          (c) Notwithstanding anything to the contrary herein, (i) in the event that a vote of the stockholders of the Company is required in order to effect an amendment to the Merger Agreement that (A) reduces the amount, changes the form, or imposes any material restrictions or additional conditions on the receipt, of consideration payable in respect of each share of Common Stock in the Merger or (B) is otherwise adverse to the holders of Common Stock in such capacity (each such amendment, an “Adverse Amendment”), the provisions of this Agreement, including this Section 1.1, will not apply with respect to the Stockholder’s vote of the Shares with respect to such vote to amend the Merger Agreement and (ii) nothing in this Agreement shall be deemed to require the Stockholder to exercise any options to acquire shares of Common Stock or to make any other change in the form of the Stockholder’s ownership of the Shares as of the date hereof.
          (d) In furtherance of, and without limiting the generality of, the foregoing, immediately following the execution of this Agreement and the Merger Agreement, the Stockholder shall execute and deliver to the Company (with a copy thereof to Parent) an Action by Written Consent of the Stockholder in the form attached hereto as Exhibit A (the “Written Consent”).
     1.2 No Inconsistent Agreements. The Stockholder hereby covenants and agrees that, except for this Agreement and the Written Consent, the Stockholder (a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Shares owned beneficially or of record by the Stockholder, (b) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, a consent or power of attorney with respect to the Shares owned beneficially or of record by the Stockholder and (c) has not entered into any agreement or knowingly taken any action (and shall not enter into any agreement or knowingly take any action) that would make any representation or warranty of the Stockholder contained herein untrue or incorrect in any material respect or have the effect of preventing the Stockholder from performing any of its material obligations under this Agreement.

2

 

     1.3 Proxy.
          (a) The Stockholder hereby grants to the Parent a proxy to vote the Shares owned beneficially and of record by the Stockholder in the manner indicated in Section 1.1 (which proxy shall be limited solely to the matters set forth in Section 1.1). This proxy shall be irrevocable (pursuant to Section 212(e) of the DGCL) and is coupled with an interest and the Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of such proxy. Such proxy shall continue in force until it expires, automatically and without further action by the parties, upon termination of this Agreement.
          (b) The Stockholder hereby revokes any and all prior proxies or powers of attorney given by the Stockholder with respect to the voting of any Shares inconsistent with the terms of Section 1.1.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
     2.1 Representations and Warranties of the Stockholder and Stockholder Parent. With respect to Sections 2.1(a) and 2.1(c), each of the Stockholder and Stockholder Parent, severally and not jointly, and, with respect to Section 2.1(b), the Stockholder, hereby represents and warrants to the Parent as follows:
          (a) Organization; Authorization; Validity of Agreement; Necessary Action. Such Person is a legal entity duly organized or formed, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing), under the laws of its jurisdiction of organization or formation and has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by such Person and the consummation by such Person of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no other corporate action on the part of such Person are necessary to authorize the execution and delivery by such Person of this Agreement and the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Person and, assuming due and valid authorization, execution and delivery hereof by the Parent, constitutes a valid and binding obligation of such Person enforceable against such Person in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity.
          (b) Ownership. The Existing Shares are, and (except as otherwise permitted by this Agreement) any additional shares of Common Stock and any additional shares subject to options, warrants and other rights to purchase shares of Common Stock or other voting capital stock or securities of the Company and any other securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock or securities of the Company acquired by the Stockholder after the date hereof and prior to the Effective Time will be, owned beneficially and of record by the Stockholder, free and clear of any Liens (except for

3

 

those created by this Agreement). As of the date hereof, the Existing Shares constitute all of the shares of the Common Stock beneficially owned by the Stockholder and the Stockholder does not hold any options, warrants or other rights to purchase shares of Common Stock or other voting capital stock or securities of the Company or any other securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock or securities of the Company. The Stockholder has and (except as otherwise expressly provided by this Agreement) will have at all times through the Effective Time sufficient rights and powers over the voting and disposition with respect to the matters set forth in Article I and Section 3.1, and to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares, with no other limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement.
          (c) No Violation.
               (i) Neither the execution and delivery of this Agreement nor the consummation of transactions contemplated by this Agreement will, with or without the giving of notice or the lapse of time or both, (A) violate any provision of the certificate of incorporation or bylaws or other similar organizational or governing documents of such Person, (B) assuming compliance with the filing and notice requirements set forth in Section 2.1(c)(ii), violate any Law applicable to such Person or (C) result in a breach of, constitute a default under or otherwise violate any Contract to which such Person is a party, except, in the case of the immediately preceding clauses (B) and (C), to the extent that any such violation would not reasonably be expected to, individually or in the aggregate, materially impair, prevent or delay such Person from performing its obligations under this Agreement.
               (ii) The execution and delivery of this Agreement by such Person does not, and the performance of this Agreement by such Person will not, require any Order or Permit of, or filing with or notification to, any Governmental Entity, except for such filings under state securities Laws or blue sky Laws, the Securities Act and the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby.
ARTICLE III
OTHER COVENANTS
     3.1 Restrictions on Transfer. Except as contemplated hereby, the Stockholder shall not, directly or indirectly, sell, transfer, pledge, encumber, assign, distribute, gift or otherwise dispose of (each, a “Transfer”), enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with the Company or any other person with respect to the Shares or enter into any contract, option or other arrangement or understanding with respect to any Transfer of, any of the Existing Shares or any additional shares of Common Stock and options, warrants and other rights to purchase shares of Common Stock or other voting capital stock or securities of the Company and any other securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock or securities of the Company acquired beneficially or of record by the Stockholder after the date hereof; provided, however, that the Stockholder may Transfer all or any portion of the Shares to one or more of its Affiliates (other than the Company or its Subsidiaries) that, prior to such Transfer, execute and deliver to the Parent a written agreement, in form and substance

4

 

reasonably acceptable to Parent, to assume all of the Stockholder’s obligations hereunder and to be bound by the terms of this Agreement to the same extent as the Stockholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the Shares transferred as the Stockholder shall have made hereunder. Any Transfer in violation of this Section 3.1 shall be null and void.
     3.2 Stock Dividends, etc.
          (a) In case of a stock dividend or distribution, or any change in Common Stock by reason of any stock dividend or distribution, split-up, recapitalization, combination, exchange of shares or the like, for all purposes under this Agreement, the term “Shares” shall be deemed to refer to and include the Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Shares may be changed or exchanged or that are received in such transaction.
          (b) The Stockholder agrees, while this Agreement is in effect, to notify the Parent promptly in writing of the number of any additional shares of Common Stock, any additional options, warrants or rights to purchase shares of Common Stock or other voting capital stock of the Company and any other securities convertible into or exercisable or exchangeable for shares of Common Stock or other voting capital stock or securities of the Company acquired by the Stockholder, if any, after the date hereof.
     3.3 No Solicitation. The Stockholder Parent and its Subsidiaries shall, and the Stockholder Parent shall instruct and cause its and its Subsidiaries’ Representatives to, cease immediately any existing discussions or negotiations regarding any proposal or offer, in a single transaction or series of related transactions for an Alternative Proposal or for the acquisition of beneficial ownership of any Shares (each, a “Stockholder Alternative Proposal”). The Stockholder Parent will not, and the Stockholder Parent will cause its and its Subsidiaries’ Representatives not to, from the date hereof until the Effective Time or, if earlier, the termination of this Agreement in accordance with Section 4.1, directly or indirectly (i) solicit, initiate, knowingly encourage (including by way of furnishing non-public information regarding the Company or any of its Subsidiaries) or facilitate, any inquiries, proposals or offers from any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) (other than the Parent and its Subsidiaries) that constitute, or could reasonably be expected to result in a Stockholder Alternative Proposal, or (ii) engage or participate in any discussions (other than to state that they are not permitted to have discussions and to refer to this Agreement) or negotiations (including by way of furnishing non-public information regarding the Company or any of its Subsidiaries) relating to, or which would reasonably be likely to lead to, any Stockholder Alternative Proposal. Solely for purposes of this Section 3.3, neither the Company nor its direct or indirect Subsidiaries shall be deemed to be a Subsidiary of the Stockholder Parent or the Stockholder, and any Representative of the Company (in their capacities as such) shall be deemed not to be a Representative of the Stockholder Parent or the Stockholder.

5

 

ARTICLE IV
MISCELLANEOUS
     4.1 Termination. This Agreement shall terminate automatically, without any action on the part of any party hereto, upon the earliest to occur of (a) the Effective Time, (b) the termination of the Merger Agreement by either or both of the Parent and the Company pursuant to Section 7.1 of the Merger Agreement and (c) any amendment to the Merger Agreement effected without the consent of the Stockholder that is an Adverse Amendment. Upon such termination, no party shall have any further obligations or liabilities hereunder; provided, however, that this Section 4.1 and termination of this Agreement shall not relieve any party hereto from any liability or damages incurred or suffered by a party, to the extent such liabilities or damages were the result of fraud or willful breach by another party of any of its representations, warranties, covenants or other agreements set forth herein; and provided, further, that the provisions of this Section 4.1 and Sections 4.6 through 4.15 (inclusive), shall survive any termination of this Agreement. Notwithstanding anything herein to the contrary, in the event that the Company Termination Fee is paid to the Parent pursuant to the Merger Agreement, payment of the Company Termination Fee shall be the sole and exclusive remedy of the Parent, Merger Sub and each of their respective Affiliates against the Stockholder and the Stockholder Parent and each of their respective former, current and future Affiliates, and each of their respective directors, officers, employees, stockholders, controlling persons or Representatives for any loss or damage based upon, arising out of or relating to the Agreement, the negotiation, execution or performance hereof or the transactions contemplated hereby.
     4.2 Further Assurances. From time to time, at the other party’s request and without further consideration, each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.
     4.3 No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Parent any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to the Stockholder, and the Parent shall have no authority to manage, direct, superintend, restrict, regulate, govern or administer any of the policies or operations of the Company or exercise any power or authority to direct the Stockholder in the voting of any of the Shares, except as otherwise provided herein.
     4.4 Non-Survival of Representations, Warranties and Agreements. None of the representations, warranties, covenants and other agreements in this Agreement or in any instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants and other agreements, will survive the termination of this Agreement pursuant to Section 4.1, except as otherwise expressly provided in Section 4.1.
     4.5 Waiver of Appraisal Rights. The Stockholder hereby waives any rights of appraisal or rights to dissent from the Merger that it may have (if any) under applicable law.
     4.6 Expenses. All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby will be paid by the party incurring such costs and expenses.

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     4.7 Notices. Any notice, request, instruction or other document to be given hereunder by any party to the others shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by facsimile or overnight courier:
If to the Parent, to:
HG Investors LLC
c/o Silver Lake Partners
9 West 57th Street, 32nd Floor
New York, NY 10019
Facsimile: (212) 981-3535
Attention: Michael Bingle
and
c/o Warburg Pincus LLC
450 Lexington Avenue, 34th Floor
New York, NY 10017
Facsimile: (212) 878-9351
Attention: James Neary
with copies (which shall not constitute notice) to:
Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, California 94304
Facsimile: (650) 251-5002
Attention: Peter S. Malloy
                  Chad Skinner
If to the Stockholder or Stockholder Parent, to:
Pearson DBC Holdings Inc.
c/o Pearson Inc.
1330 Avenue of the Americas
New York, NY 10019
Facsimile: 212-641-2532
Attention: Philip J. Hoffman
with copies (which shall not constitute notice) to:

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Pearson Education, Inc.
One Lake Street
Upper Saddle River, NJ 07458
Facsimile: 201-236-4675
Attention: Robert L. Dancy
and
Pearson plc
80 Strand, London
WC2R ØRL
United Kingdom
Facsimile:     011-44-207-010-2390
Attention:      Rona Fairhead
and
Interactive Data Corporation
32 Crosby Drive
Bedford, Massachusetts 01730
Facsimile:     (781) 687-8005
Attention:     Andrea Loew, Esquire
                     Executive Vice President and General Counsel
and
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, New York 10178
Facsimile:      (212) 309-6001
Attention:       Charles E. Engros, Jr.
                        Robert W. Dickey
and
Cleary Gottlieb Steen & Hamilton LLP
1 Liberty Plaza
New York, New York 10006
Facsimile:      (212) 225-3999
Attention:       Ethan A. Klingsberg
                       Matthew P. Salerno
or to such other persons or addresses as may be designated in writing by the party to receive such notice as provided above. Any notice, request, instruction or other document given as provided above shall be deemed given to the receiving party upon actual receipt, if delivered personally; three business days after deposit in the mail, if sent by registered or certified mail; upon

8

 

confirmation of successful transmission if sent by facsimile (provided that if given by facsimile such notice, request, instruction or other document shall be followed up within one business day by dispatch pursuant to one of the other methods described herein); or on the next business day after deposit with an overnight courier, if sent by an overnight courier.
     4.8 Interpretation. When a reference is made in this Agreement to an Article, or Section, such reference shall be to an Article of or a Section of this Agreement unless otherwise indicated. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section references are to this Agreement unless otherwise specified. The meaning assigned to each term defined herein will be equally applicable to both the singular and the plural forms of such term and vice versa, and words denoting any gender will include all genders as the context requires. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to therein means such agreement, instrument or statute as in effect on the date hereof.
     4.9 Counterparts. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed will be deemed to be an original but all of which taken together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile will be effective as delivery of a manually executed counterpart of this Agreement.
     4.10 Entire Agreement. This Agreement (together with the Merger Agreement, to the extent referred to herein) constitutes the entire agreement among the parties hereto and supersedes any prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they related in any way to the subject matter hereof.
     4.11 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law thereof or of any other jurisdiction.
     4.12 Amendment; Waiver. This Agreement may not be amended except by an instrument in writing signed on behalf of the Parent, Stockholder Parent and the Stockholder. No waiver of any provision of this Agreement will be valid unless and to the extent such waiver is set forth in an instrument in writing signed on behalf of the party waiving such provision. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights. The waiver of any such right with respect to particular facts and other circumstances will not be deemed a waiver with respect to any other facts and circumstances, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time.
     4.13 Enforcement, Exclusive Jurisdiction; Waiver of Jury Trial. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that any

9

 

breach of this Agreement could not be adequately compensated in all cases by monetary damages alone. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedies available at Law or in equity. The parties further agree not to assert that a remedy of specific performance is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy for money damages would provide an adequate remedy. Any proceeding arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought in any New York State court or Federal court of the United States of America sitting in New York City, and each party irrevocably submits to the exclusive jurisdiction of such court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this Agreement, in any other court. Each of the parties hereby waives to the fullest extent permitted by applicable Law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby. Each of the parties (a) certifies that no Representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties have been induced to enter into this Agreement, as applicable, by, among other things, the mutual waivers and certifications in this Section 4.13.
     4.14 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms of such illegal, invalid or unenforceable provision as may be possible.
     4.15 Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise by either party without the prior written consent of the other party and any attempt to make any such assignment without such consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. This Agreement is not intended to confer upon any person other than the parties hereto any rights, benefits or remedies.
[Signature page follows.]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written.
             
    HG INVESTORS LLC    
 
            
 
  By:   /s/ Mike Bingle
 
Name: Mike Bingle 		   
 
      Title: Co-President    
 
            
    PEARSON DBC HOLDINGS INC.    
 
            
 
  By:   /s/ Philip Hoffman
 
Name: Philip Hoffman 		   
 
      Title: President    
 
            
    Solely with respect to Sections 2.1(a), 2.1(c) and 3.3 and Article IV:    
 
            
    PEARSON PLC    
 
            
 
  By:   /s/ Rona Fairhead
 
Name: Rona Fairhead 		   
 
      Title: Director    
Signature Page to Voting Agreement

 

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