SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 14D-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No.4)

MAXPOINT INTERACTIVE, INC.

(Names of Subject Company)

MERCURY MERGER SUB, INC.

(Offeror)

A WHOLLY OWNED INDIRECT SUBSIDIARY OF

HARLAND CLARKE HOLDINGS CORP.

(Parent of Offeror)

(Names of Filing Persons)

COMMON STOCK, $0.00005 PAR VALUE

(Title of Class of Securities)

57777M201

(CUSIP Number of Class of Securities)

Lee Ann Stevenson, Esq.

General Counsel

15955 La Cantera Parkway

San Antonio, Texas 78256

(210) 697-8888

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with a copy to:

David Feirstein, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

(212) 446-4861

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$96,326,307	$11,164.22

* Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated as the sum of (i) 6,765,859 shares of common stock, par value $0.00005 per share (the “Shares”), of MaxPoint Interactive, Inc. (“MaxPoint”) issued and outstanding, multiplied by the offer price of $13.86 per share (the “Offer Price”); plus (ii) 95,024 Shares subject to issuance in respect of MaxPoint’s restricted stock awards that have vested or are anticipated to be vested prior to the completion of the transaction, multiplied by the Offer Price; and plus (iii) 89,067 Shares subject to issuance in respect of outstanding MaxPoint stock options that have vested or are anticipated to be vested prior to the completion of the transaction, multiplied by the Offer Price.

The calculation of the filing fee is based on information provided by MaxPoint as of August 31, 2017.

** The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2017, issued August 31, 2016, by multiplying the Transaction Valuation by 0.0001159.

☒ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $11,164.22	Filing Party: Harland Clarke Holdings Corp.
Form or Registration No.: Schedule TO	Date Filed: September 11, 2017

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒	third-party tender offer subject to Rule 14d-1.
☐	issuer tender offer subject to Rule 13e-4.
☐	going-private transaction subject to Rule 13e-3.
☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

This Amendment No.4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by Harland Clarke Holdings Corp., a Delaware corporation (“Parent”) and by Mercury Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Parent, with the Securities and Exchange Commission (the “SEC”) on September 11, 2017 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.00005 per Share (“Shares”), of MaxPoint Interactive, Inc., a Delaware corporation (“MaxPoint”), at a price of $13.86 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated September 11, 2017 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”

All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 in the Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

This Amendment is being filed to amend and supplement Items 1-9 as reflected below.

Item 11. Additional Information.

Items 1-9 of the Schedule TO is hereby amended and supplemented as follows:

“The Offer and all withdrawal rights thereunder expired as of one minute after 11:59 p.m., New York City time, on October 6, 2017. The Depositary for the Offer has advised Parent and Purchaser that, as of the expiration of the Offer, an aggregate of approximately 5,431,026 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 79.8% of Shares then outstanding. Purchaser accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer, and payment of the Offer Price for such shares will be promptly made by the Depositary.

On October 10, 2017, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law, Purchaser merged with and into MaxPoint with MaxPoint being the surviving corporation. Upon completion of the Merger, MaxPoint became a wholly owned indirect subsidiary of Parent. Pursuant to the Merger Agreement, immediately prior to the Effective Time of the Merger, each outstanding Share (other than Shares held (i) in the treasury of MaxPoint or by Parent, Purchaser, or any other subsidiary of Parent, which Shares were cancelled and ceased to exist or (ii) by MaxPoint stockholders who validly exercised appraisal rights under Delaware law with respect to such Shares) was automatically cancelled and converted into the right to receive an amount in cash equal to the Offer Price. Following the Merger, all Shares will be delisted from the NASDAQ.

A copy of the press release issued by Parent’s subsidiary Valassis announcing the completion of the acquisition on October 10, 2017 and filed as an exhibit hereto is incorporated herein by reference.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit

“(a)(5)(C) Press Release of Valassis, dated October 10, 2017.”

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 10, 2017

MERCURY MERGER SUB, INC.
By:	/s/ Lee Ann Stevenson
Name:	Lee Ann Stevenson
Title:	Senior Vice President, General Counsel and Secretary
HARLAND CLARKE HOLDINGS CORP.
By:	/s/ Lee Ann Stevenson
Name:	Lee Ann Stevenson
Title:	General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated September 11, 2017.*
(a)(1)(B)	Form of Letter of Transmittal.*
(a)(1)(C)	Form of Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(D)	Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(E)	Joint Press Release of Valassis and MaxPoint Interactive, Inc. on August 28, 2017 (incorporated by reference to Exhibit 99.3 to the Current Report on Form 8-K filed by MaxPoint Interactive, Inc. with the Securities and Exchange Commission on August 28, 2017).*
(a)(1)(F)	Summary Advertisement as published in the New York Times on September 11, 2017.*
(a)(5)(A)	Complaint filed in the United States District Court for the Eastern District of North Carolina, captioned Robert Berg, Individually and On Behalf of All Others Similarly Situated, v. Maxpoint Interactive, Inc., Joseph Epperson, Kevin Dulsky, Lynnette Frank, Len Jordan, Augustus Tai, Harland Clarke Holdings Corp. Mercury Merger Sub, Inc., and Valassis Communications, Inc.*
(a)(5)(B)	Complaint filed in the United States District Court for the Eastern District of North Carolina, captioned Anthony Freeborn, Individually and On Behalf of All Others Similarly Situated, v. MaxPoint Interactive, Inc., Joseph Epperson, Kevin Dulsky, Lynnette Frank, Len K. Jordan, and Augustus Tai.*
(a)(5)(C)	Press Release of Valassis, dated October 10, 2017.
(b)(1)	Commitment Letter, dated as of August 27, 2017, among Credit Suisse AG, Credit Suisse Securities (USA) LLC and Harland Clarke Holdings Corp.*
(d)(1)	Agreement and Plan of Merger, dated as of August 27, 2017, among Harland Clarke Holdings Corp., Mercury Merger Sub, Inc. and MaxPoint Interactive, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by MaxPoint Interactive, Inc. with the Securities and Exchange Commission on August 28, 2017).*
(d)(2)	Confidentiality Agreement, dated August 23, 2016, between MaxPoint Interactive, Inc. and Valassis Communications, Inc. (a wholly owned subsidiary of Harland Clarke Holdings Corp.).*
(d)(3)	Tender and Support Agreement, dated as of August 27, 2017, by and among Harland Clarke Holdings Corp., Mercury Merger Sub, Inc., Trinity Ventures X, L.P., Trinity X Side-by-Side Fund, L.P., Trinity X Entrepreneurs’ Fund, L.P., Trinity TVL X, LLC, TVL Management Corporation, Madrona Venture Fund IV, LP, Madrona Venture Fund IV-A, LP, Madrona Investment Partners IV, LP, Madrona IV General Partner, LLC and Joseph Epperson (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by MaxPoint Interactive, Inc. with the Securities and Exchange Commission on August 28, 2017). *
(d)(4)	Restrictive Covenant Agreement, dated as of August 27, 2017, by and among MaxPoint Interactive, Inc., Harland Clarke Holdings Corp., Mercury Merger Sub, Inc. and Gretchen Joyce.*
(d)(5)	Restrictive Covenant Agreement, dated as of August 27, 2017, by and among MaxPoint Interactive, Inc., Harland Clarke Holdings Corp., Mercury Merger Sub, Inc. and Joseph Epperson.*
(d)(6)	Restrictive Covenant Agreement, dated as of August 27, 2017, by and among MaxPoint Interactive, Inc., Harland Clarke Holdings Corp., Mercury Merger Sub, Inc. and Kurt Carlson.*
(g)	None.
(h)	None.

* previously filed

EX-99.(A)(5)(C)

Exhibit (a)(5)(C)

Press Release

Valassis Completes Acquisition of Digital Marketing Technology Company MaxPoint

Enhances Valassis Digital Targeting, Personalization and Measurement Capabilities

LIVONIA, Mich., Oct. 10, 2017: Valassis, a leader in intelligent media delivery, today announced the completion of the acquisition of MaxPoint Interactive, a leading digital marketing technology company.

“We are excited to welcome MaxPoint to our Valassis Digital team, further enhancing our unique intelligent media delivery offering while increasing our digital presence,” said Victor Nichols, CEO, Harland Clarke Holdings (HCH). “Our combined commitment to helping clients and consumers will continue to drive technological innovation, creating more relevant interactions through effective solutions.”

“2017 has been a pivotal year for the digital media industry as advertisers have publicly called for more media accountability and attribution,” said Cali Tran, President, Valassis Digital. “The combination of our two companies creates powerful targeting, delivery, and measurement capabilities that will deliver leading media quality and performance for our clients.”

“Together, the strength of our digital marketing presence is exceptional,”said Joe Epperson, CEO, MaxPoint. “I look forward to working with the combined team to create an extraordinary company.”

Pursuant to the terms of the merger agreement entered into among the parties, HCH has acquired all the outstanding shares of MaxPoint common stock for $13.86 per share in cash.

With the completion of the transaction, MaxPoint is now a privately held company and its outstanding shares will no longer be listed on any public market. MaxPoint will join Valassis Digital, creating an enhanced digital media portfolio, further complementing Valassis’ print capabilities.

About Valassis

Valassis is a leader in intelligent media delivery, providing over 58,000 clients with innovative media solutions to influence consumers wherever they plan, shop, buy and share. By integrating online and offline data combined with powerful insights, Valassis precisely targets its clients’ most valuable shoppers, offering unparalleled reach and scale. NCH Marketing Services, Inc. and Clipper Magazine are Valassis subsidiaries, and RedPlum^® is its consumer brand. Its signature Have You Seen Me?^® program delivers hope to missing children and their families. As wholly owned subsidiaries of Harland Clarke Holdings, Valassis and RetailMeNot, a leading destination for digital savings, are partnering to connect retailers and consumers through meaningful digital, mobile and print promotions.

About Harland Clarke Holdings

Harland Clarke Holdings is comprised of companies focused on optimizing client relationships through multiple channels by enabling them to acquire, retain and grow their customer base. Its major business units, Valassis, RetailMeNot, Harland Clarke and Scantron are recognized as leading providers of marketing services, transaction solutions, education services and intelligent media delivery that create millions of customer touch points annually for their clients. Harland Clarke Holdings is a wholly owned subsidiary of MacAndrews & Forbes Incorporated.

About MaxPoint

MaxPoint is a marketing technology company that generates hyperlocal intelligence to optimize brand and retail performance. It provides a platform for brands to connect the digital world with the physical world through hyperlocal execution, measurement, and consumer insights. The company’s proprietary Digital Zip® technology and the MaxPoint Intelligence Platform™ predict the most likely buyers of a specific product at a particular retail location and then execute cross-channel digital marketing programs to reach these buyers. For more information, visit maxpoint.com.

Contact Information

For Valassis/Harland Clarke Holdings:

Media Contact:

Debbie Serot

Debbie.serot@harlandclarke.com

(210) 697-6239

For MacAndrews & Forbes Incorporated:

Media Contact:

Josh Vlasto

jvlasto@mafgrp.com

(212) 572-5969

Forward-looking Statements

Statements in this document that are not strictly historical, including statements regarding future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined businesses and any other statements regarding events or developments that we believe or anticipate will or may occur in the future, may be “forward-looking” statements within the meaning of the federal securities laws, and involve a number of risks and uncertainties. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: general economic conditions and conditions affecting the industries in which Harland Clarke Holdings, Valassis and MaxPoint operate; the ability to realize anticipated synergies; and the combined businesses’ performance and maintenance of employee, customer and other important business relationships. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in MaxPoint’s filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. The forward-looking statements made herein speak only as of the date hereof and none of Harland Clarke Holdings, Valassis or MaxPoint, or any of their respective affiliates, assumes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.