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. 1
INTERNET BRANDS, INC.
(Name of Issuer)
Internet Brands, Inc.
Micro Holding Corp.
Micro Acquisition 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
|
|
Robert
N. Brisco
c/o
Internet Brands, Inc.
909 N. Sepulveda Blvd., 11th Floor
El Segundo, California 90245
(310) 280-4000
|
|
Hellman &
Friedman LLC
One Maritime Plaza, 12th Floor
San Francisco, CA 94111
Attn: Arrie R. Park, Esq.
(415) 788-5111
|
|
JMI Associates
VI, L.L.C.
2 Hamill Road, Suite 272
Baltimore, MD 21210
Attn: Charles T. Dieveney
Managing Member
(410) 951-0200
|
(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
|
|
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
|
|
Simpson, Thacher & Bartlett LLP
425 Lexington Ave.
New York, New York 10017
Attn: Brian M. Stadler, Esq.
(212) 455-2000
|
This
statement is filed in connection with (check the appropriate box):
x
|
a.
|
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.
|
¨
|
b.
|
The
filing of a registration statement under the Securities Act of 1933.
|
¨
|
c.
|
A
tender offer.
|
¨
|
d.
|
None
of the above.
|
Check
the following box if the soliciting materials or information statement referred
to in checking box (a) are preliminary copies:
x
Check
the following box if the filing is a final amendment reporting the results of
the transaction:
o
Calculation of Filing Fee
Transaction Valuation(1)
|
|
Amount of Filing Fee(2)
|
$638,972,804
|
|
$45,559
|
(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. 1 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
);
Micro Acquisition Corp., a Delaware corporation and wholly owned subsidiary of
Parent (
Merger Sub
); 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.
On
September 17, 2010, the Company entered into an Agreement and Plan of
Merger (the
Merger Agreement
) with Parent and Merger Sub.
Parent and Merger Sub were
formed by Hellman & Friedman Capital Partners VI, L.P.
Pursuant to the Merger
Agreement, Parent will acquire the Company through the merger of Merger Sub
with and into the Company (the
Merger
), with the Company continuing as
the surviving corporation after the Merger. 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
),
will be 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 properly exercise 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
represents the right to acquire the Companys Class A common stock,
whether or not then vested or exercisable, will, at the effective time of the
merger, be 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 will vest
in full and be converted into the right to receive $13.35 per share in cash,
without interest and less applicable withholding taxes. To the extent any such share of restricted
stock would not, by the express terms of the relevant grant, have automatically
vested at the effective time of the merger, then the Company may segregate the
consideration attributable to such share, and the Company shall 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
.
Concurrently
with the filing of this Amendment No. 1 to Schedule 13E-3, Internet Brands
is filing with the SEC a revised preliminary proxy statement on Schedule 14A
(the
Proxy Statement
) pursuant to Section 14(a) of the
Securities Exchange Act of 1934, as amended (the
Exchange Act
),
relating to a special meeting of the stockholders of Internet Brands. At the
special meeting, the stockholders of Internet Brands will consider and vote
upon a proposal to adopt the Merger Agreement.
The adoption of the Merger Agreement requires the affirmative vote of both
(a) the holders of a majority of the voting power of the Companys
outstanding common stock voting together as a single class, and (b) the
holders of a majority of the outstanding shares of Class A common stock
(other than those held by Idealab Holdings, L.L.C., a Delaware limited
liability company, Idealab, a California corporation, Mr. Brisco, and
other members of the Companys management team who agree to invest in Parent prior
to the special meeting). A copy of the
Proxy Statement is attached hereto as Exhibit (a)(1) and a copy of
the Merger Agreement is attached as
Annex A
to
the Proxy Statement. All references in this Amendment No. 1 to Schedule 13E-3
to Items numbered 1001 to 1016 are references to Items contained in Regulation
M-A under the Exchange Act.
The
cross-references below are being supplied pursuant to General Instruction G of
Schedule 13E-3 and show the location in the Proxy Statement of the information
required to be included in response to the Items of Schedule 13E-3. The
information contained in the Proxy Statement, including all annexes thereto, is
expressly incorporated herein by reference. Capitalized terms used but not
defined in this Schedule shall have the meanings given to them in the Proxy
Statement. The responses to each item in this Amendment No. 1 to Schedule 13E-3
are qualified in their entirety by the information contained in the Proxy
Statement, including all annexes thereto.
1
Table of Contents
The
filing of this Amendment No. 1 to Schedule 13E-3 shall not be construed as an
admission by any of the filing persons, or by any affiliate of a filing person,
that Internet Brands is controlled by any other filing person or that any
filing person is an affiliate of Internet Brands or of any other filing
person within the meaning of Rule 13e-3 under the Exchange Act.
The
information contained in this Amendment No. 1 to Schedule 13E-3 and the Proxy
Statement concerning Internet Brands was supplied by Internet Brands, and none
of the other filing persons take responsibility for the accuracy of such
information. Similarly, the information contained in this Amendment No. 1 to Schedule
13E-3 and the Proxy Statement concerning each filing person other than Internet
Brands was supplied by each such filing person, and no other filing person
takes responsibility for the accuracy of any information not supplied by such
filing person.
Item
1.
Summary Term Sheet.
The information set forth in the Proxy Statement
under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
Item
2.
Subject Company Information.
(a)
Name
and Address
. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
THE
PARTIES TO THE MERGERInternet Brands, Inc,
(b)
Securities
. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
THE SPECIAL MEETINGRecord Date and Quorum
IMPORTANT INFORMATION REGARDING INTERNET
BRANDSOwnership of Common Stock by Certain Beneficial Owners and Directors and
Executive Officers
(c)
Trading Market and Price
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
IMPORTANT INFORMATION REGARDING INTERNET
BRANDSMarket Price of the Company Class A Common Stock and Dividend
Information
(d)
Dividends
. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
IMPORTANT INFORMATION REGARDING INTERNET
BRANDSMarket Price of the Company Class A Common Stock and Dividend
Information
(e)
Prior
Public Offerings
. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
IMPORTANT INFORMATION REGARDING INTERNET
BRANDSTransactions in Common Stock
2
Table of Contents
(f)
Prior Stock Purchases
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
IMPORTANT INFORMATION REGARDING INTERNET
BRANDSTransactions in Common Stock
Item
3.
Identity and Background of Filing Person.
(a)
Name and Address
. Internet Brands, Inc. is the subject
company. The information set forth in
the Proxy Statement under the following captions is incorporated herein by
reference:
SUMMARY TERM SHEETThe Parties Involved in
the Merger
THE PARTIES TO THE MERGER
IMPORTANT INFORMATION REGARDING INTERNET
BRANDSDirectors and Executive Officers of Internet Brands
IMPORTANT
INFORMATION REGARDING PARENT, MERGER SUB, THE H&F FILING PERSONS AND THE
JMI FILING PERSONS
(b)
Business and Background of Entities
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SUMMARY TERM SHEETThe Parties Involved in
the Merger
THE PARTIES TO THE MERGER
IMPORTANT INFORMATION REGARDING INTERNET
BRANDSDirectors and Executive Officers of Internet Brands
IMPORTANT
INFORMATION REGARDING PARENT, MERGER SUB, THE H&F FILING PERSONS AND THE
JMI FILING PERSONS
(c)
Business and Background of Natural Persons
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
IMPORTANT INFORMATION REGARDING INTERNET
BRANDSDirectors and Executive Officers of Internet Brands
IMPORTANT
INFORMATION REGARDING PARENT, MERGER SUB, THE H&F FILING PERSONS AND THE
JMI FILING PERSONS
Item
4.
Terms of the Transaction.
(a)(2)
Material Terms
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORS
THE SPECIAL MEETING
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
3
Table of Contents
(c)
Different Terms
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSEffects of the Merger
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSVoting Agreement
SPECIAL FACTORSInterests of the Companys
Directors and Executive Officers in the Merger
THE MERGER AGREEMENTTreatment of Stock Options and Restricted Stock
ANNEX AAGREEMENT AND PLAN OF MERGER
(d)
Appraisal Rights
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SUMMARY TERM SHEETAppraisal Rights
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
APPRAISAL RIGHTS
ANNEX CSECTION 262 OF THE DELAWARE
GENERAL CORPORATION LAW
(e)
Provisions For Unaffiliated Security Holders
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
SPECIAL FACTORSProvisions for Unaffiliated
Stockholders
(f)
Eligibility for Listing or Trading
.
Not applicable.
Item
5.
Past Contacts, Transactions, Negotiations and
Agreements.
(a)
Transactions
. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
SUMMARY TERM SHEETInterests of the Companys
Directors and Executive Officers in the Merger
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSInterests of the Companys Directors and Executive Officers in
the Merger
(b)-(c)
Significant
Corporate Events; Negotiations or Contacts
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SUMMARY TERM SHEETThe Merger
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL
FACTORSPurpose and Reasons for the Merger; Recommendation of Our Special
Committee and Board of Directors; Fairness of the Merger
SPECIAL FACTORSPosition of Mr. Brisco as to the Fairness of the
Merger
4
Table of Contents
SPECIAL
FACTORSPosition of Parent, Merger Sub, the H&F Filing Persons and the JMI
Filing Persons as to the Fairness of the Merger
SPECIAL FACTORS Effects of the Merger
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSLimitation on Remedies; Limited
Guarantee
SPECIAL FACTORSVoting Agreement
SPECIAL FACTORS Interests of the Companys Directors and Executive Officers
in the Merger
THE SPECIAL MEETINGVote Required for Approval
THE SPECIAL MEETINGVoting Agreement
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
(e)
Agreements Involving the Subject Companys Securities
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL
FACTORSPurpose and Reasons for the Merger; Recommendation of Our Special
Committee and Board of Directors; Fairness of the Merger
SPECIAL FACTORSEffects of the Merger
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSVoting Agreement
SPECIAL FACTORSInterests of the Companys
Directors and Executive Officers in the Merger
THE SPECIAL MEETINGVote Required for
Approval
THE SPECIAL MEETINGVoting Agreement
THE MERGER AGREEMENT
IMPORTANT
INFORMATION REGARDING INTERNET BRANDS Transactions in Common Stock
IMPORTANT
INFORMATION REGARDING INTERNET BRANDS Ownership of Common Stock by Certain
Beneficial Owners and Directors and Executive Officers
WHERE YOU CAN FIND MORE INFORMATION
ANNEX AAGREEMENT AND PLAN OF MERGER
Item 6.
Purposes of the Transaction and Plans or
Proposals.
(b)
Use of Securities Acquired
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSPlans for Internet Brands After the Merger
SPECIAL FACTORSEffects of the Merger
5
Table of Contents
SPECIAL FACTORSInterests of the Companys
Directors and Executive Officers in the Merger
THE MERGER AGREEMENTMerger Consideration
THE MERGER AGREEMENTPayment Procedures
THE MERGER AGREEMENTTreatment of Stock
Options and Restricted Stock
ANNEX AAGREEMENT AND PLAN OF MERGER
(c)(1)-(8)
Plans
. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSPlans for Internet Brands After the Merger
SPECIAL FACTORSEffects of the Merger
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSVoting Agreement
SPECIAL FACTORSInterests of the Companys
Directors and Executive Officers in the Merger
THE MERGER AGREEMENT
ANNEX AAGREEMENT AND PLAN OF MERGER
Item
7.
Purposes, Alternatives, Reasons and Effects.
(a)
Purposes
. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSBackground of the Merger
SPECIAL
FACTORSPurpose and Reasons for the Merger; Recommendation of Our Special
Committee and Board of Directors; Fairness of the Merger
SPECIAL
FACTORSPurpose and Reasons for the Merger for Mr. Brisco
SPECIAL FACTORSPurpose and Reasons for the Merger for Parent, Merger Sub, the
H&F Filing Persons and the JMI Filing Persons
SPECIAL FACTORSPosition of Mr. Brisco
as to the Fairness of the Merger
SPECIAL
FACTORSPosition of Parent, Merger Sub, the H&F Filing Persons and the JMI
Filing Persons as to the Fairness of the Merger
SPECIAL FACTORSPlans for Internet Brands
After the Merger
SPECIAL FACTORSEffects of the Merger
SPECIAL FACTORSInterests of the Companys Directors and Executive Officers in
the Merger
(b)
Alternatives
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SPECIAL FACTORSBackground of the Merger
SPECIAL
FACTORSPurpose and Reasons for the Merger; Recommendation of Our Special
Committee and Board of Directors; Fairness of the Merger
SPECIAL FACTORSPlans for Internet
Brands After the Merger
SPECIAL FACTORSEffects on the Company if the Merger is Not Completed
6
Table of Contents
(c)
Reasons
. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSBackground of the Merger
SPECIAL
FACTORSPurpose and Reasons for the Merger; Recommendation of Our Special
Committee and Board of Directors; Fairness of the Merger
SPECIAL FACTORSOpinion of Financial Advisor to Our Special Committee
SPECIAL FACTORSPurpose of and Reasons for
the Merger for Mr. Brisco
SPECIAL
FACTORSPurpose and Reasons for the Merger for Parent, Merger Sub, the H&F
Filing Persons and the JMI Filing Persons
SPECIAL FACTORSPlans for Internet Brands After the Merger
SPECIAL FACTORSEffects of the Merger
ANNEX BOPINION OF JEFFERIES &
COMPANY, INC.
(d)
Effects
. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL
FACTORSPurpose and Reasons for the Merger; Recommendation of Our Special
Committee and Board of Directors; Fairness of the Merger
SPECIAL FACTORSPlans for Internet Brands After the Merger
SPECIAL FACTORSEffects of the Merger
SPECIAL FACTORSEffects on the Company if
the Merger is Not Completed
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSMaterial United States Federal Income Tax Consequences
SPECIAL FACTORSLimitation on Remedies; Limited
Guarantee
SPECIAL FACTORSInterests of the Companys
Directors and Executive Officers in the Merger
SPECIAL FACTORSEstimated Fees and Expenses
of the Merger
THE MERGER AGREEMENT
APPRAISAL RIGHTS
ANNEX AAGREEMENT AND PLAN OF MERGER
ANNEX CSECTION 262 OF THE DELAWARE
GENERAL CORPORATION LAW
Item
8.
Fairness of the Transaction.
(a)
Fairness
. The information
set forth in the Proxy Statement under the following captions is incorporated
herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL
FACTORSPurpose and Reasons for the Merger; Recommendation of Our Special
Committee and Board of Directors; Fairness of the Merger
SPECIAL FACTORS Opinion of Financial Advisor to Our Special Committee
SPECIAL FACTORSPosition of Mr. Brisco
as to the Fairness of the Merger
SPECIAL
FACTORSPosition of Parent, Merger Sub, the H&F Filing Persons and the JMI
Filing Persons as to the Fairness of the Merger
ANNEX BOPINION OF JEFFERIES & COMPANY, INC.
7
Table of Contents
The presentations dated August 10, 2010, September 1,
2010, September 14, 2010 and September 17, 2010, each prepared by
Jefferies & Company, Inc. for the board of directors or the
special committee of Internet Brands, Inc. are attached hereto as Exhibits
(c)(2), (c)(3), (c)(4) and (c)(5) and are incorporated by reference
herein.
(b)
Factors Considered in Determining Fairness
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL
FACTORSPurpose and Reasons for the Merger; Recommendation of Our Special
Committee and Board of Directors; Fairness of the Merger
SPECIAL FACTORS Opinion of Financial Advisor to Our Special Committee
SPECIAL FACTORSPosition of Mr. Brisco
as to the Fairness of the Merger
SPECIAL
FACTORSPosition of Parent, Merger Sub, the H&F Filing Persons and the JMI
Filing Persons as to the Fairness of the Merger
ANNEX BOPINION OF JEFFERIES &
COMPANY, INC.
The presentations dated August 10, 2010, September 1,
2010, September 14, 2010 and September 17, 2010, each prepared by
Jefferies & Company, Inc. for the board of directors or the
special committee of Internet Brands, Inc. are attached hereto as Exhibits
(c)(2), (c)(3), (c)(4) and (c)(5) and are incorporated by reference
herein.
(c)
Approval of Security Holders
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL
FACTORSPurpose and Reason for the Merger; Recommendation of Our Special
Committee and Board of Directors; Fairness of the Merger
THE SPECIAL MEETINGRecord Date and Quorum
THE SPECIAL MEETINGVote Required for
Approval
THE MERGER AGREEMENTEffective Time
THE MERGER AGREEMENTConditions to the
Completion of the Merger
ANNEX AAGREEMENT AND PLAN OF MERGER
(d)
Unaffiliated Representative
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SUMMARY
TERM SHEET Opinion of Financial Advisor to Our Special Committee
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSPurpose and Reasons for the Merger; Recommendation of Our
Special Committee and Board of Directors; Fairness of the Merger
SPECIAL FACTORS Opinion of Financial Advisor to Our Special Committee
ANNEX B OPINION OF JEFFERIES & COMPANY, INC.
(e)
Approval of Directors
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SUMMARY
TERM SHEETRecommendation of Our Special Committee and Board of Directors
SPECIAL FACTORSBackground of the Merger
SPECIAL FACTORSPurpose and Reasons for the Merger; Recommendation of Our
Special Committee and Board of Directors; Fairness of the Merger
8
Table of Contents
(f)
Other Offers
. The
information set forth in the Proxy Statement under the following captions is
incorporated herein by reference:
SPECIAL FACTORSBackground of the Merger
SPECIAL
FACTORSPurpose and Reasons for the Merger; Recommendation of Our Special
Committee and Board of Directors; Fairness of the Merger
SPECIAL
FACTORSPosition of Mr. Brisco as to the Fairness of the Merger
SPECIAL FACTORSPosition of Parent, Merger Sub, the H&F Filing Persons and
the JMI Filing Persons as to the Fairness of the Merger
Item
9.
Reports, Opinions, Appraisals and Negotiations.
(a)-(b)
Report,
Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal
. The information set forth in the Proxy Statement under the following
captions is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSBackground of the Merger
SPECIAL
FACTORSPurpose and Reasons for the Merger; Recommendation of Our Special
Committee and Board of Directors; Fairness of the Merger
SPECIAL FACTORS Opinion of Financial
Advisor to Our Special Committee
SPECIAL FACTORSPosition of Mr. Brisco
as to the Fairness of the Merger
THE MERGER AGREEMENTRepresentations and
Warranties
ANNEX AAGREEMENT AND PLAN OF MERGER
ANNEX BOPINION OF JEFFERIES &
COMPANY, INC.
The presentations dated August 10, 2010, September 1,
2010, September 14, 2010 and September 17, 2010, each prepared by
Jefferies & Company, Inc. for the board of directors or the
special committee of Internet Brands, Inc. are attached hereto as Exhibits
(c)(2), (c)(3), (c)(4) and (c)(5) and are incorporated by reference
herein.
(c)
Availability of Documents
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
WHERE YOU CAN FIND MORE INFORMATION
The reports, opinions or appraisal referenced
in this Item 9 will be made available for inspection and copying at the
principal executive offices of Internet Brands, Inc. during regular
business hours by any interested holder of Internet Brands common stock or any
representative who has been so designated in writing.
Item
10.
Source and Amounts of Funds or Other
Consideration.
(a)-(d)
Source
of Funds; Conditions; Expenses; Borrowed Funds
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSLimitation on Remedies; Limited Guarantee
SPECIAL FACTORSEstimated Fees and Expenses of the Merger
THE MERGER AGREEMENT
THE MERGER AGREEMENTTermination Fee
THE MERGER AGREEMENTLiability Cap and
Limitation on Remedies
ANNEX AAGREEMENT AND PLAN OF MERGER
9
Table of Contents
Item
11.
Interest in Securities of the Subject Company.
(a)
Securities Ownership
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SUMMARY TERM SHEET
SPECIAL FACTORSInterests of the Companys
Directors and Executive Officers in the Merger
IMPORTANT INFORMATION REGARDING INTERNET BRANDSTransactions in Common Stock
IMPORTANT INFORMATION REGARDING INTERNET BRANDSOwnership of Common Stock by
Certain Beneficial Owners and Directors and Executive Officers
(b)
Securities Transactions
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
THE SPECIAL MEETINGVoting Agreement
IMPORTANT INFORMATION REGARDING INTERNET
BRANDSTransactions in Common Stock
IMPORTANT INFORMATION REGARDING INTERNET BRANDSOwnership of Common Stock by
Certain Beneficial Owners and Directors and Executive Officers
Item
12.
The Solicitation or Recommendation.
(d)
Intent to Tender or Vote in a Going-Private Transaction
. The information set forth in the Proxy Statement under the
following captions is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL
FACTORSPurpose and Reasons for the Merger; Recommendations of Our Special
Committee and Board of Directors; Fairness of the Merger
SPECIAL FACTORSFinancing of the Merger
SPECIAL FACTORSVoting Agreement
SPECIAL FACTORSInterests of the Companys
Directors and Executive Officers in the Merger
THE SPECIAL MEETINGVote Required for
Approval
THE SPECIAL MEETINGVoting Agreement
10
Table of Contents
(e)
Recommendation of Others
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SUMMARY TERM SHEET
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSBackground of the Merger
SPECIAL
FACTORSPurpose and Reasons for the Merger; Recommendation of Our Special Committee
and Board of Directors; Fairness of the Merger
SPECIAL
FACTORSPosition of Mr. Brisco as to the Fairness of the Merger
SPECIAL FACTORSPosition of Parent, Merger Sub, the H&F Filing Persons and
the JMI Filing Persons as to the Fairness of the Merger
THE MERGER AGREEMENTRepresentations and
Warranties
ANNEX AAGREEMENT AND PLAN OF MERGER
Item
13.
Financial Statements.
(a)
Financial Information
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
SPECIAL FACTORSCertain Projections
IMPORTANT INFORMATION REGARDING INTERNET BRANDSHistorical Selected Financial
Data
IMPORTANT INFORMATION REGARDING INTERNET BRANDSBook Value Per Share
WHERE YOU CAN FIND MORE INFORMATION
(b)
Pro Forma Information
.
Not applicable.
Item
14.
Persons/Assets, Retained, Employed, Compensated or
Used.
(a)
Solicitations or Recommendations
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSEstimated Fees and Expenses
of the Merger
THE SPECIAL MEETINGSolicitation of Proxies
THE SPECIAL MEETINGQuestions and Additional Information
(b)
Employees and Corporate Assets
.
The information set forth in the Proxy Statement under the following captions
is incorporated herein by reference:
QUESTIONS AND ANSWERS ABOUT THE MERGER AND
THE SPECIAL MEETING
SPECIAL FACTORSInterests of the Companys
Directors and Executive Officers in the Merger
THE SPECIAL MEETINGSolicitation of Proxies
11
Table of Contents
Item
15.
Additional Information.
(b)
Other Material Information
.
The entirety of the Proxy Statement, including all Annexes thereto, is
incorporated herein by reference.
Item
16.
Exhibits.
(a)(1)
|
|
Preliminary Proxy Statement of Internet
Brands, Inc., incorporated by reference to the Schedule 14A filed with
the Securities and Exchange Commission on November 4, 2010 (the
Proxy
Statement
).
|
(a)(2)(i)
|
|
Preliminary Form of Proxy Card,
incorporated herein by reference to the Proxy Statement.
|
|
|
|
(a)(2)(ii)
|
|
Preliminary Form of Letter to
Stockholders, incorporated herein by reference to the Proxy Statement.
|
|
|
|
(a)(2)(iii)
|
|
Preliminary Notice of Special Meeting of
Stockholders, incorporated herein by reference to the Proxy Statement.
|
|
|
|
(a)(3)
|
|
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.
|
|
|
|
(a)(4)
|
|
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.
|
|
|
|
(a)(5)(i)
|
|
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.
|
|
|
|
(a)(5)(ii)
|
|
Current Report on Form 8-K filed by
Internet Brands, Inc. with the Securities and Exchange Commission on
September 22, 2010, incorporated by reference.
|
|
|
|
(b)(1)
|
|
Project Micro Senior Secured Facilities
Commitment Letter, dated September 17, 2010, by and among Bank of
America, N.A., Banc of America Securities LLC, Bank of Montreal, General
Electric Capital Corporation, GE Capital Markets, Inc., Royal Bank of
Canada, 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.
|
|
|
|
(c)(1)
|
|
Opinion of Jefferies &
Company, Inc., incorporated herein by reference to Annex B of the Proxy
Statement.
|
12
Table of Contents
(c)(2)
|
|
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.
|
|
|
|
(c)(3)
|
|
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.
|
|
|
|
(c)(4)
|
|
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.
|
|
|
|
(c)(5)
|
|
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.
|
|
|
|
(d)(1)
|
|
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.
|
|
|
|
(d)(2)
|
|
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.
|
|
|
|
(d)(3)
|
|
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.
|
|
|
|
(d)(4)
|
|
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.
|
|
|
|
(d)(5)
|
|
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.
|
|
|
|
(d)(6)
|
|
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.
|
|
|
|
(d)(7)
|
|
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.
|
|
|
|
(f)
|
|
Section 262 of the Delaware General
Corporation Law, incorporated herein by reference to Annex C of the Proxy
Statement.
|
|
|
|
(g)
|
|
Not applicable.
|
|
|
|
(h)
|
|
Not applicable.
|
13
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.
|
INTERNET
BRANDS, INC.
|
|
|
|
Date: November 4, 2010
|
By:
|
/s/ Robert N. Brisco
|
|
Name:
|
Robert N. Brisco
|
|
Title:
|
President and Chief Executive Officer
|
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.
|
MICRO HOLDING CORP.
|
|
|
|
Date: November 4, 2010
|
By:
|
/s/ Andrew Ballard
|
|
Name:
|
Andrew Ballard
|
|
Title:
|
President
|
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.
|
MICRO ACQUISITION
CORP.
|
|
|
|
Date: November 4, 2010
|
By:
|
/s/ Andrew Ballard
|
|
Name:
|
Andrew Ballard
|
|
Title:
|
President
|
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.
|
HELLMAN &
FRIEDMAN
|
|
CAPITAL
PARTNERS VI, L.P.
|
|
|
|
|
By:
|
HELLMAN & FRIEDMAN INVESTORS VI,
L.P.,
its general partner
|
|
|
|
|
By:
|
HELLMAN & FRIEDMAN LLC,
its general partner
|
|
|
|
Date: November 4, 2010
|
By:
|
/s/ Andrew Ballard
|
|
Name:
|
Andrew Ballard
|
|
Title:
|
Managing Director
|
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.
|
HELLMAN &
FRIEDMAN INVESTORS VI, L.P.
|
|
|
|
By:
|
HELLMAN & FRIEDMAN LLC,
its general partner
|
|
|
|
Date: November 4, 2010
|
By:
|
/s/ Andrew Ballard
|
|
Name:
|
Andrew Ballard
|
|
Title:
|
Managing Director
|
14
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.
|
HELLMAN &
FRIEDMAN LLC
|
|
|
|
|
|
Date: November 4, 2010
|
By:
|
/s/ Andrew Ballard
|
|
Name:
|
Andrew Ballard
|
|
Title:
|
Managing Director
|
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.
|
JMI EQUITY FUND VI,
L.P.
|
|
|
|
|
|
By:
|
JMI Associates VI, L.L.C.,
|
|
|
its general partner
|
Date: November 4, 2010
|
By:
|
/s/ Paul V. Barber
|
|
Name:
|
Paul V. Barber
|
|
Title:
|
Managing Member
|
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.
|
JMI ASSOCIATES VI,
L.L.C.
|
|
|
|
|
|
Date: November 4, 2010
|
By:
|
/s/ Paul V. Barber
|
|
Name:
|
Paul V. Barber
|
|
Title:
|
Managing Member
|
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.
|
ROBERT N. BRISCO
|
|
|
|
|
|
Date: November 4, 2010
|
By:
|
/s/ Robert N. Brisco
|
|
Name:
|
Robert N. Brisco
|
|
Title:
|
President and Chief Executive Officer of
Internet Brands, Inc.
|
15
Internet Brands, Inc. (MM) (NASDAQ:INET)
Historical Stock Chart
From Sep 2024 to Oct 2024
Internet Brands, Inc. (MM) (NASDAQ:INET)
Historical Stock Chart
From Oct 2023 to Oct 2024