This Tender Offer Statement on Schedule TO (
Schedule TO
) is filed by
WC SACD One, Inc., a Delaware corporation (
WC SACD
), WC SACD One Parent, Inc., a Delaware corporation and wholly-owned subsidiary of WC SACD (
Parent
), WC SACD One Merger Sub, Inc., a
Delaware corporation and wholly-owned subsidiary of Parent (
Purchaser
), iSubscribed Inc., a Delaware corporation (
iSubscribed
), WndrCo Holdings, LLC, a Delaware limited liability company
(
WndrCo
), General Catalyst Group IX, L.P., a Delaware limited partnership, and GC Entrepreneurs Fund IX, L.P., a Delaware limited partnership (together with General Catalyst Group IX, L.P., the
GC Funds
). WC SACD, which is the parent company to Parent and Purchaser, was originally formed as a limited liability company known as WC SACD One, LLC and was converted into a corporation on
October 29, 2018. As such, all references in the Offer to Purchase (as defined below) to WC SACD prior to October 29, 2018 refer to WC SACD One, LLC. WC SACD is a newly formed joint venture of iSubscribed, WndrCo, and the
GC Funds, which was formed in order to engage in acquisition discussions with the Company related to the proposed transaction. WC SACD, Parent, Purchaser, iSubscribed, WndrCo, and the GC Funds are collectively referred to as the
Bidders
.
This Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares (the
Shares
) of common stock, par value $0.01 per share, of the Company, at $3.68 per Share, in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated November 29, 2018 (the
Offer to Purchase
), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any
amendments or supplements thereto, collectively constitute the
Offer
). The information set forth in the Offer to Purchase, including all schedules thereto, and the related Letter of Transmittal are hereby expressly incorporated by
reference in response to all items of this Schedule TO, including, without limitation, all of the information required by
Schedule 13E-3
that is not included in or covered by the items in
Schedule TO and is supplemented by the information specifically contained herein.
Items 1 and 2; Items 4 through 9; Item 11.
All information contained in the Offer to Purchase and the accompanying Letter of Transmittal, including all schedules thereto, is hereby
incorporated herein by reference in response to Items 1 and 2, Items 4 through 9 and Item 11 in this Schedule TO.
Item 3.
Identity and Background of Filing Person.
(a)(b) Name and Address; Business and Background of Entities. All information
contained in the Offer to Purchase and the accompanying Letter of Transmittal, including all schedules thereto, is hereby incorporated herein by reference.
(c)(1)(c)(2) Business and Background of Natural Persons. All information contained in the Offer to Purchase and the accompanying Letter
of Transmittal, including all schedules thereto, is hereby incorporated herein by reference.
(c)(3)(c)(4) Business and Background
of Natural Persons. Except as set forth below, during the past five years none of the Bidders has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) 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.
On August 21, 2018, the Securities and Exchange
Commission (the
SEC
) entered an Order Instituting
Cease-and-Desist
Proceedings Pursuant To Section 8a of the Securities Act of 1933 And Section 21C of
the Securities Exchange Act of 1934, Making Findings, And Imposing Remedial Sanctions and a
Cease-And-Desist
Order under which the SEC settled charges against Hari
Ravichandran in connection with the SECs investigation of material misrepresentations and omissions in subscriber metrics of Endurance International Group Holdings, Inc. (
Endurance
) during the period beginning October 2013
and ending February 2015.
2