0000899681-18-000070.txt : 20181101 0000899681-18-000070.hdr.sgml : 20181101 20181101190502 ACCESSION NUMBER: 0000899681-18-000070 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181031 FILED AS OF DATE: 20181101 DATE AS OF CHANGE: 20181101 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Loeb Holding CORP CENTRAL INDEX KEY: 0001288909 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50580 FILM NUMBER: 181155173 BUSINESS ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-483-7000 MAIL ADDRESS: STREET 1: 125 BROAD STREET STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTERSECTIONS INC CENTRAL INDEX KEY: 0001095277 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 541956515 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3901 STONECROFT BOULEVARD CITY: CHANTILLY STATE: VA ZIP: 20151 BUSINESS PHONE: 7034886100 MAIL ADDRESS: STREET 1: 3901 STONECROFT BOULEVARD CITY: CHANTILLY STATE: VA ZIP: 20151 4 1 p18-0051_form4.xml X0306 4 2018-10-31 0 0001095277 INTERSECTIONS INC INTX 0001288909 Loeb Holding CORP 100 WALL STREET NEW YORK NY 10005 1 0 1 0 Senior Secured Convertible Note 2.27 2018-10-31 4 A 0 1321586 A Common Stock 1321586 1321586 D Notes are included on Exhibit 99.1 hereto. /s/ Bruce Lev 2018-11-01 EX-99 2 p18-0051_ex991.htm NOTES ARE INCLUDED ON EXHIBIT 99.1 HERETO

Exhibit 99.1

(1) On October 31, 2018, Intersections Inc. (the “Issuer”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with WC SACD One Parent, Inc., a Delaware corporation (“Parent”), and WC SACD One Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Subject to the terms and conditions of the Merger Agreement, (i) Merger Sub is to commence a tender offer (the “Offer”) to purchase any and all of the outstanding shares of Common Stock and (ii) following consummation of the Offer, Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Parent (the “Merger”). On October 31, 2018, the Issuer also entered into a Note Purchase and Exchange Agreement (the “Note Purchase Agreement”) with certain investors, including Loeb Holding Corporation (“LHC”). Pursuant to the Note Purchase Agreement, on the date of execution of the Note Purchase Agreement, LHC exchanged certain unsecured convertible notes previously issued by the Issuer in the aggregate principal amount of $3,000,000 for $3,000,000 in aggregate principal amount of senior secured convertible notes of the Issuer (the “Notes”). The Notes will automatically convert immediately prior to the effective time of the Merger, or immediately prior to (but subject to) the consummation of certain alternative transactions, into shares of Common Stock or, in certain circumstances, into shares of preferred stock of the Issuer, which will also be convertible into shares of Common Stock. Subject to the terms and conditions of the Note Purchase Agreement, the Notes are convertible into Common Stock at a conversion price of $2.27 per share (subject to adjustment as provided in the Merger Agreement). Upon conversion of its Notes, LHC will be issued 1,321,586 shares of Common Stock.