This Tender Offer Statement on Schedule TO (this Schedule TO) relates to the
tender offer by Moodys Analytics Maryland Corp., a Maryland corporation (Purchaser) and a wholly-owned subsidiary of Moodys Corporation, a Delaware corporation (Parent), to purchase all of the issued and
outstanding shares of common stock, par value $0.02 per share, of Reis, Inc., a Maryland corporation (Reis), at a price of $23.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the
terms and subject to the conditions described in the Offer to Purchase dated September 13, 2018 (together with any amendments or supplements thereto, the Offer to Purchase) and in the accompanying Letter of Transmittal (together
with any amendments or supplements thereto and with the Offer to Purchase, the Offer), which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. This Schedule TO is being filed on behalf of
Parent and Purchaser. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase. A copy of: (i) the Agreement and Plan of Merger, dated as of August 29, 2018, by and among
Parent, Purchaser and Reis; (ii) the Tender and Support Agreement, dated August 29, 2018, by and among Lloyd Lynford, Lloyd N. Lynford 2016 Qualified Annuity Trust, Lloyd N. Lynford 2017 Qualified Annuity Trust, Purchaser and Parent;
(iii) the Tender and Support Agreement, dated August 29, 2018, by and among Jonathan Garfield, Jonathan T. Garfield 2016 Qualified Annuity Trust, Jonathan Garfield Family Trust, Purchaser and Parent; (iv) the Confidentiality
Agreement, dated May 25, 2018, by and between Parent and Reis; and (v) the Exclusivity Agreement, dated August 24, 2018, by and between Parent and Reis are incorporated at or, if applicable, attached as, Exhibit (d)(1), Exhibit
(d)(2), Exhibit (d)(3), Exhibit (d)(4) and Exhibit (d)(5), respectively, hereto and incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO.
ITEM 1.
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SUMMARY TERM SHEET.
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The information set forth in the section of the Offer to Purchase titled Summary Term Sheet is incorporated herein by reference.
ITEM 2.
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SUBJECT COMPANY INFORMATION.
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(a) The subject company and the issuer of the securities subject to the Offer is Reis. Its principal executive office is located at 1185 Avenue
of the Americas, New York, NY 10036, and its telephone number is
(212) 921-1122.
(b) This
Schedule TO relates to Reiss Shares. According to Reis, as of August 24, 2018, there were 11,569,699 Shares issued and outstanding (excluding any Shares owned by any of Reiss wholly-owned subsidiaries or by Parent or any of its
subsidiaries (including Purchaser)).
(c) The information concerning the principal market, if any, in which the Shares are traded and
certain high and low sales prices for the Shares in the principal market in which the Shares are traded set forth in Section 6Price Range of Shares; Dividends of the Offer to Purchase is incorporated herein by reference.
ITEM 3.
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IDENTITY AND BACKGROUND OF FILING PERSON.
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The filing companies of this Schedule TO are (i) Purchaser and (ii) Parent. Each of Purchasers and Parents principal
executive office is located at c/o Moodys Corporation, 7 World Trade Center at 250 Greenwich Street, New York, NY 10007, and the telephone number of each is (212)
553-0300.
The information regarding
Purchaser and Parent set forth in Section 9Certain Information Concerning Purchaser and Parent of the Offer to Purchase and Schedule A of the Offer to Purchase is incorporated herein by reference.
ITEM 4.
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TERMS OF THE TRANSACTION.
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The information set forth in the Offer to Purchase is incorporated herein by reference.
ITEM 5.
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PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
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The information set forth in Section 8Certain Information Concerning Reis, Section 9Certain Information
Concerning Purchaser and Parent, Section 10Background of the Offer; Contacts with Reis and Section 11Purpose of the Offer and Plans for Reis; Summary of the Merger Agreement and Certain Other
Agreements of the Offer to Purchase is incorporated herein by reference.