RETAILMENOT, INC. (NASDAQ:SALE) Files An 8-K Entry into a Material Definitive Agreement

RETAILMENOT, INC. (NASDAQ:SALE) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01

Entry into a Material Definitive Agreement.

Merger Agreement

On April10, 2017, RetailMeNot, Inc. (RetailMeNot or the Company)
entered into an Agreement and Plan of Merger with Harland Clarke
Holdings Corp. (Parent) and R Acquisition Sub, Inc. (Purchaser)
dated as of April10, 2017 (the Merger Agreement). to the Merger
Agreement, upon the terms and subject to the conditions thereof,
Purchaser will commence a tender offer (the Offer) to acquire all
of the issued and outstanding shares of Series 1 Common Stock,
$0.001 par value per share, of the Company (Company Common Stock)
at a purchase price of $11.60 per share in cash (the Offer
Price). The Companys board of directors has unanimously approved,
and determined to recommend that the stockholders of the Company
accept, the Offer.

Parent and Purchaser have agreed to commence the Offer as
promptly as practicable, but no later than April24, 2017 or such
other date as the parties may agree. The consummation of the
Offer will be conditioned on (i)there having been validly
tendered and not validly withdrawn Shares that represent a
majority of the total number of Shares issued and outstanding at
the time of the expiration of the Offer, (ii)expiration or
termination of any applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
(iii)the Merger Agreement not having been terminated in
accordance with its terms and (iv)other customary conditions.

Following the consummation of the Offer, the parties have agreed
that, following the satisfaction or waiver of the other
conditions to the closing of the merger, Parent shall execute a
short-form merger (the Merger) to Section 251(h) of the Delaware
General Corporation Law, which will not require the consent of
the Companys stockholders. As a result of the Merger, each issued
and outstanding share of Company Common Stock (other than shares
of Company Common Stock held by Parent and its subsidiaries or
held by the Company or in the Companys treasury, or held by
stockholders who are entitled to demand, and who properly demand,
appraisal rights) that is not tendered to the Offer will be
converted into the right to receive an amount in cash equal to
the Offer Price on the terms and conditions set forth in the
Merger Agreement. Following the effective time of the Merger, the
separate corporate existence of Purchaser shall cease, and the
Company shall continue as the surviving corporation in the
Merger.

The Merger Agreement contains representations, warranties and
covenants of the parties customary for a transaction of this
type, including, among other things, a covenant of the Company
not to solicit alternative transactions or to provide information
or enter into discussions in connection with alternative
transactions, subject to certain exceptions to allow the Companys
board of directors to exercise its fiduciary duties.

The Merger Agreement may be terminated under certain
circumstances, including in specified circumstances in connection
with superior proposals. Upon the termination of the Merger
Agreement, under specified circumstances, the Company will be
required to pay Parent, or its designee, a termination fee of
$18,000,000.

In the event the conditions to consummating the Offer have been
met on the date the Offer would otherwise expire and Purchaser
does not accept for payment and pay for the tendered shares as a
result of Parent not having received the full amount of Parents
debt financing, the Company may terminate the Merger Agreement
and Parent shall be required to pay the Company a termination fee
initially equal to $25,000,000 which scales up to $35,000,000
depending upon when the Merger Agreement is terminated.

Assuming the satisfaction of applicable conditions, the Company
expects the transaction to close in the second quarter of 2017.

The foregoing summary of the Merger Agreement and the
transactions contemplated thereby does not purport to be complete
and is subject to, and qualified in its entirety by, the full
text of the Merger Agreement, a copy of which is attached as
Exhibit 2.1 to this report and is incorporated herein by
reference. The Merger Agreement has been included to provide
investors with information regarding its terms. It is not
intended to provide any other factual information about the
Company, Parent, Purchaser or their affiliates. The
representations, warranties and covenants contained in the Merger
Agreement were made only for the purposes of that agreement and
as of the specific dates therein, were solely for the benefit of
the parties to the Merger Agreement, and may be subject to
limitations agreed upon by the parties, including being qualified
by information in a confidential disclosure letter that the
parties have exchanged in connection with signing the Merger
Agreement and made for the purposes of allocating contractual
risk among the parties to the Merger Agreement instead of
establishing these matters as facts, and may be subject to
standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Investors should
not rely on the representations, warranties or covenants or any
description thereof as

characterizations of the actual state of facts at the time they
were made or otherwise. Moreover, information concerning the
subject matter of the representations and warranties may change
after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in the Companys
public disclosures.

Debt Commitments

Parent has obtained debt financing commitments related to the
transactions contemplated by the Merger Agreement. Parent has
represented to the Company that its cash on hand, together with
the proceeds of the debt financing, will be sufficient for Parent
to pay the aggregate tender offer and merger consideration and
all related fees and expenses.

Credit Suisse AG, Credit Suisse Securities (USA) LLC, Bank of
America, N.A., Merrill Lynch, Pierce, Fenner Smith Incorporated,
Citigroup Capital Markets Inc., Macquarie Capital (USA) Inc. and
Macquarie Capital Funding LLC (together, the Lenders) have
committed to provide debt financing for the transaction on the
terms and subject to the conditions set forth in a commitment
letter dated as of April10, 2017 (the Debt Commitment Letter).
The obligations of the Lenders to provide debt financing under
the Debt Commitment Letter are subject to a number of customary
conditions, including, without limitation, execution and delivery
by the borrowers and the guarantors of definitive documentation
consistent with the Debt Commitment Letter and the documentation
standards specified therein.

Item7.01. Regulation FD Disclosure.

On April10, 2017, the Company and Parent issued a press release
announcing that the parties had entered into the Merger
Agreement. This press release is attached to this report as
Exhibit 99.1.

Notice to Investors

This current report on Form 8-K is neither an offer to purchase
nor a solicitation of an offer to sell securities. The tender
offer for the outstanding shares of RetailMeNot Series 1 Common
Stock described in this current report on Form 8-K has not yet
commenced. At the time the planned offer is commenced Purchaser
will file a tender offer statement on Schedule TO with the
Securities and Exchange Commission and RetailMeNot will file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the planned offer. THE TENDER OFFER STATEMENT
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT WILL CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ
CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER
OFFER. Those materials will be made available to RetailMeNot
security holders at no expense to them. In addition, all of those
materials (and all other offer documents filed with the SEC) will
be available at no charge on the SECs website: www.sec.gov.

Forward Looking Statements

Statements in this document that are not strictly historical,
including statements regarding the proposed acquisition, the
expected timetable for completing the transaction, 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 Parent and RetailMeNot operate; the
uncertainty of regulatory approvals; the parties ability to
satisfy the tender offer and Merger Agreement conditions and
consummate the transaction; the availability of financing on
attractive terms or at all; Parent ability to successfully
integrate RetailMeNots operations and employees with Parent
existing business; the ability to realize anticipated growth,
synergies and cost savings; and RetailMeNots performance and
maintenance of important business relationships. Additional
information regarding the factors that may cause actual results
to differ materially from these forward-looking statements is
available in RetailMeNots SEC filings, including its Annual
Report on Form 10-K for the year ended December31, 2016. The
forward-looking statements made herein speak only as of the date
of this current report on Form 8-K and none of Parent or
RetailMeNot 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.

Item9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit

No.

Description

2.1 Agreement and Plan of Merger by and among Harland Clarke
Holdings Corp., RetailMeNot, Inc. and R Acquisition Sub, Inc.
dated April10, 2017.
99.1 Joint Press Release of Harland Clarke Holdings Corp. and
RetailMeNot, Inc. dated April10, 2017.


About RETAILMENOT, INC. (NASDAQ:SALE)

RetailMeNot Inc. operates a digital savings destination connecting consumers with retailers, restaurants and brands, both online and in-store. The Company’s marketplace features over 800,000 digital offers each month. The Company’s Websites, mobile applications, e-mail newsletters and alerts and social media presence enable consumers to search for, discover and redeem digital offers from retailers and brands. Its marketplace features digital offers across multiple product categories, including clothing, electronics, health and beauty, home and office, travel, dining and entertainment, personal and business services, and shoes. Its primary Websites and mobile applications include RetailMeNot.com, VoucherCodes.co.uk, Poulpeo.com, RetailMeNot.de, Actiepagina.nl, Ma-Reduc.com, and iPhone and Android. It aggregates digital offers from retailers, performance marketing networks, user community, employees and outsourced providers.

RETAILMENOT, INC. (NASDAQ:SALE) Recent Trading Information

RETAILMENOT, INC. (NASDAQ:SALE) closed its last trading session 00.00 at 7.75 with 357,996 shares trading hands.

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