- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
December 17 2010 - 12:44PM
Edgar (US Regulatory)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(RULE 13e-100)
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 3
INTERNET BRANDS, INC.
(Name of Issuer)
Internet Brands, Inc.
Micro Holding Corp.
Hellman & Friedman Capital Partners VI, L.P.
Hellman & Friedman Investors VI, L.P.
Hellman & Friedman LLC
JMI Equity Fund VI, L.P.
JMI Associates VI, L.L.C.
Robert N. Brisco
(Name of Persons Filing Statement)
Class A common stock, par value $0.001 per share
Class B common stock, par value $0.001 per share
(Title of Class of Securities)
460608102
(CUSIP Number of Class of Securities)
Internet Brands, Inc.
909 N. Sepulveda Blvd., 11th Floor
El Segundo, California 90245
Attn: B. Lynn Walsh
Executive Vice President &
General Counsel
(310) 280-4000
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Robert N. Brisco
c/o
Internet Brands, Inc.
909 N. Sepulveda Blvd., 11th Floor
El Segundo, California 90245
(310) 280-4000
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Hellman & Friedman LLC
One Maritime Plaza, 12th Floor
San Francisco, CA 94111
Attn: Arrie R. Park, Esq.
(415) 788-5111
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JMI Associates VI, L.L.C.
2 Hamill Road, Suite 272
Baltimore, MD 21210
Attn: Charles T. Dieveney
Managing Member
(410) 951-0200
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(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
copies to:
Munger, Tolles & Olson LLP
355 South Grand Avenue
35th Floor
Los Angeles, CA 90071-1560
Attn: Robert B. Knauss, Esq.
(213) 683-9137
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Skadden, Arps, Slate, Meagher & Flom LLP
300 S. Grand Avenue
Suite 3400
Los Angeles, CA 90071
Attn: Brian J. McCarthy, Esq.
and David C. Eisman, Esq.
(213) 687-5070
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Simpson, Thacher & Bartlett LLP
425 Lexington Ave.
New York, New York 10017
Attn: Brian M. Stadler, Esq.
(212) 455-2000
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This statement is filed in connection with (check the appropriate box):
x
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a.
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
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¨
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b.
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The filing of a registration statement under the Securities Act of 1933.
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¨
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c.
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A tender offer.
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¨
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d.
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None of the above.
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Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
o
Check the following box if the filing is a final amendment reporting the results of the transaction:
x
Calculation of Filing Fee
Transaction Valuation(1)
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Amount of Filing Fee(2)
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$638,972,804
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$45,559
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(1)
For purposes of calculating the filing fee only, the transaction value was determined by adding (a) the product of
44,824,597 shares of common stock multiplied by the $13.35 per share merger consideration
, plus (b) the product of
2,150,445 options to purchase shares of Class A common stock multiplied by $9.59 per share (which is the difference between the $13.35 per share merger consideration and the weighted average exercise price of $3.76 per share)
, plus (c) $
19,937,825
, the amount expected to be paid to holders of outstanding restricted shares of Class A common stock ((a), (b) and (c) together, the
Transaction Valuation
).
(2)
The filing fee, calculated in accordance with Regulation 0-11 under the Securities Exchange Act of 1934, as amended, and the Securities and Exchange Commission Fee Rate Advisory #4 for Fiscal Year 2010, equals .0000713 multiplied by the Transaction Valuation.
x
Check the box if any part of the fee is offset as provided by Exchange Act 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:
$45,559
Form or Registration No.: Schedule 14A
Preliminary Proxy Statement
Filing Party: Internet Brands, Inc.
Date Filed: September 30, 2010
Table of Contents
INTRODUCTION
This Amendment No. 3 (the
Final Amendment
) to Rule 13e-3 transaction statement on Schedule 13E-3 is being filed with the Securities and Exchange Commission (the
SEC
) jointly by the following persons (collectively, the
filing persons
): Internet Brands, Inc., a Delaware corporation (
Internet Brands
or the
Company
); Micro Holding Corp., a Delaware corporation (
Parent
); Hellman & Friedman Capital Partners VI, L.P., a Delaware limited partnership; Hellman & Friedman Investors VI, L.P., a Delaware limited partnership; Hellman & Friedman LLC, a Delaware limited liability company; Robert N. Brisco, President and Chief Executive Officer of Internet Brands; JMI Equity Fund VI, L.P., a Delaware limited partnership; and JMI Associates VI, L.L.C., a Delaware limited liability company.
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transaction that is the subject of this Schedule 13E-3. Except as set forth in this Final Amendment, all information in this Schedule 13E-3 remains unchanged.
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Table of Contents
Item 15.
Additional Information.
Item 15(b) is hereby amended and supplemented as follows:
On December 16, 2010, at a special meeting of the Companys stockholders, the Companys stockholders voted to approve the Agreement and Plan of Merger (the
Merger Agreement
), dated as of September 17, 2010, by and among the Company, Parent and Micro Acquisition Corp., a Delaware Corporation and wholly-owned subsidiary at Parent (Merger Sub).
On December 17, 2010, the Company and Parent filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation (the
Merger
). As a result of the Merger, the Company became a wholly owned subsidiary of Parent.
At the effective time of the Merger, each outstanding share of the Companys Class A common stock, par value $0.001 per share (the
Class A common stock
), and Class B common stock, par value $0.001 per share (the
Class B common stock
and, together with the Class A common stock, the common stock), was converted into the right to receive $13.35 in cash, without interest and less any applicable withholding taxes (the
Merger Consideration
), excluding (1) shares held by any of the Companys stockholders who are entitled to and who have properly exercised and not withdrawn appraisal rights under Delaware law, (2) treasury shares, (3) shares held by any of the Companys wholly owned subsidiaries and (4) shares held by Parent or any of its subsidiaries. In addition, except as otherwise agreed to by Parent and the holder of an option, each outstanding option granted under the Companys equity incentive plans that represented the right to acquire the Companys Class A common stock, whether or not then vested or exercisable, was, at the effective time of the Merger, cancelled and terminated and converted into the right to receive a cash payment for each share of the Companys Class A common stock subject to such option, equal to the excess, if any, of (a) the $13.35 per share merger consideration over (b) the exercise price payable in respect of such share of the Companys Class A common stock issuable under such stock option, without interest and less any applicable withholding taxes. Further, except as otherwise agreed to by Parent and the holder thereof, each outstanding share of restricted stock granted under the Companys equity incentive plans was vested in full and converted into the right to receive $13.35 per share in cash, without interest and less any applicable withholding taxes. To the extent any such share of restricted stock did not, by the express terms of the relevant grant, automatically vest at the effective time of the Merger, then the Company has segregated the consideration attributable to such share, and the Company will release such consideration to the former holder of such share upon the satisfaction, if ever, of the vesting criteria applicable thereto following the effective time.
As a result of the Merger, the Companys Class A common stock ceased to trade on The NASDAQ Global Select Market as of the close of trading on December 17, 2010, and The NASDAQ Global Select Market has filed an application on Form 25 with the Securities and Exchange Commission to report that the Company is no longer listed on The NASDAQ Global Select Market. The Company expects to file a Certificate and Notice of Termination of Registration on Form 15 with the Securities and Exchange Commission in order to deregister its Class A common stock under Section 12 of the Securities and Exchange Act of 1934, as amended (the
Exchange Act
), and suspend the Companys reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.
Item 16.
Exhibits.
(a)(1)
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Definitive Proxy Statement of Internet Brands, Inc., incorporated by reference to the Schedule 14A filed with the Securities and Exchange Commission on November 15, 2010 (the
Proxy Statement
).
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(a)(2)(i)
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Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
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(a)(2)(ii)
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Letter to Stockholders, incorporated herein by reference to the Proxy Statement.
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(a)(2)(iii)
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Notice of Special Meeting of Stockholders, incorporated herein by reference to the Proxy Statement.
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(a)(2)(iv)
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Notice of Internet Availability of Proxy Materials, incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on November 15, 2010.
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(a)(3)
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Press Release issued by Internet Brands, Inc. dated September 20, 2010, incorporated by reference to the Current Report on Form 8-K filed by Internet Brands, Inc. with the Securities and Exchange Commission on September 20, 2010.
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(a)(4)
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Email Communication from Robert N. Brisco, President and Chief Executive Officer, to Employees, dated September 20, 2010, incorporated by reference to the Current Report on Form 8-K filed by Internet Brands, Inc. with the Securities and Exchange Commission on September 20, 2010.
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(a)(5)(i)
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Blog Post by Robert N. Brisco, President and Chief Executive Officer, posted September 20, 2010, incorporated by reference to the Current Report on Form 8-K filed by Internet Brands, Inc. with the Securities and Exchange Commission on September 20, 2010.
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(a)(5)(ii)
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Current Report on Form 8-K filed by Internet Brands, Inc. with the Securities and Exchange Commission on September 22, 2010, incorporated by reference.
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(b)(1)
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Project Micro Amended and Restated Senior Secured Facilities Commitment Letter, dated November 9, 2010, by and among Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of Montreal, BMO Capital Markets, General Electric Capital Corporation, GE Capital Markets, Inc., RBC Capital Markets, Royal Bank of Canada, Wells Fargo Bank, National Association, Wells Fargo Securities, LLC and Micro Holding Corp., incorporated by reference to the Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission on November 15, 2010.
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(c)(1)
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Opinion of Jefferies & Company, Inc., incorporated herein by reference to Annex B of the Proxy Statement.
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Table of Contents
(c)(2)
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Preliminary Discussion Materials, dated August 10, 2010, provided to the Special Committee of the Board of Directors of Internet Brands, Inc. by Jefferies & Company, Inc., incorporated by reference to the Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission on September 30, 2010.
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(c)(3)
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Preliminary Discussion Materials, dated September 1, 2010, provided to the Special Committee of the Board of Directors of Internet Brands, Inc. by Jefferies & Company, Inc., incorporated by reference to the Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission on November 4, 2010.
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(c)(4)
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Preliminary Discussion Materials, dated September 14, 2010, provided to the Special Committee of the Board of Directors of Internet Brands, Inc. by Jefferies & Company, Inc., incorporated by reference to the Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission on November 4, 2010.
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(c)(5)
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Discussion Materials, dated September 17, 2010, provided to the Board of Directors and the Special Committee of the Board of Directors of Internet Brands, Inc. by Jefferies & Company, Inc., incorporated by reference to the Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission on November 4, 2010.
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(d)(1)
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Agreement and Plan of Merger, dated as of September 17, 2010, by and among Micro Holding Corp., Micro Acquisition Corp., and Internet Brands, Inc., incorporated herein by reference to Annex A of the Proxy Statement.
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(d)(2)
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Guarantee, dated as of September 17, 2010, by Hellman & Friedman Capital Partners VI, L.P. in favor of Internet Brands, Inc., incorporated by reference to the Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission on September 30, 2010.
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(d)(3)
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Equity Commitment Letter, dated September 17, 2010, by and among Hellman & Friedman Capital Partners VI, L.P., Hellman & Friedman Capital Partners VI (Parallel), L.P., Hellman & Friedman Capital Executives VI, L.P., and Hellman & Friedman Capital Associates VI, L.P., incorporated by reference to the Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission on September 30, 2010.
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(d)(4)
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Voting Agreement, dated as of September 17, 2010, by and among Micro Holding Corp., Idealab Holdings, L.L.C., and Idealab, incorporated by reference to the Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission on September 30, 2010.
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(d)(5)
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Letter Agreement, dated September 17, 2010, by and between Robert Brisco and Micro Holding Corp., incorporated by reference to the Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission on September 30, 2010.
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(d)(6)
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Lock-Up Agreement, between Internet Brands, Inc. and Idealab Holdings, L.L.C., dated October 26, 2007, incorporated herein by reference to Exhibit 4.2 of the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2008, filed by Internet Brands, Inc. with the Securities and Exchange Commission on May 8, 2008.
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(d)(7)
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Fifth Amended and Restated Investors Rights Agreement, among Internet Brands, Inc. and certain of its stockholders, dated February 6, 2001, incorporated herein by reference to Exhibit 4.3 to the Registration Statement on Form S-1, as amended, filed by Internet Brands, Inc. with the Securities and Exchange Commission on July 20, 2007.
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(f)
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Section 262 of the Delaware General Corporation Law, incorporated herein by reference to Annex C of the Proxy Statement.
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(g)
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Not applicable.
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(h)
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Not applicable.
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Table of Contents
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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INTERNET BRANDS, INC.
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Date: December 17, 2010
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By:
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/s/ Robert N. Brisco
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Name:
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Robert N. Brisco
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Title:
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President and Chief Executive Officer
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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MICRO HOLDING CORP.
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Date: December 17, 2010
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By:
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/s/ Andrew Ballard
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Name:
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Andrew Ballard
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Title:
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President
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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HELLMAN & FRIEDMAN
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CAPITAL PARTNERS VI, L.P.
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By:
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HELLMAN & FRIEDMAN INVESTORS VI, L.P.,
its general partner
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By:
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HELLMAN & FRIEDMAN LLC,
its general partner
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Date: December 17, 2010
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By:
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/s/ Andrew Ballard
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Name:
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Andrew Ballard
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Title:
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Managing Director
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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HELLMAN & FRIEDMAN INVESTORS VI, L.P.
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By:
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HELLMAN & FRIEDMAN LLC,
its general partner
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Date: December 17, 2010
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By:
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/s/ Andrew Ballard
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Name:
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Andrew Ballard
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Title:
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Managing Director
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Table of Contents
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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HELLMAN & FRIEDMAN LLC
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Date: December 17, 2010
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By:
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/s/ Andrew Ballard
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Name:
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Andrew Ballard
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Title:
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Managing Director
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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JMI EQUITY FUND VI, L.P.
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By:
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JMI Associates VI, L.L.C.,
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its general partner
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Date: December 17, 2010
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By:
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/s/ Paul V. Barber
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Name:
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Paul V. Barber
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Title:
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Managing Member
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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JMI ASSOCIATES VI, L.L.C.
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Date: December 17, 2010
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By:
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/s/ Paul V. Barber
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Name:
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Paul V. Barber
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Title:
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Managing Member
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ROBERT N. BRISCO
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Date: December 17, 2010
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By:
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/s/ Robert N. Brisco
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Name:
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Robert N. Brisco
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Title:
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President and Chief Executive Officer of Internet Brands, Inc.
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