This Amendment No. 3 (this “Amendment”) amends and supplements the
Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this “Schedule TO”) filed by Daylight Beta Corp., a Delaware corporation (the “Purchaser”), Daylight Beta Parent Corp., a
Delaware corporation (“Parent”), Daylight Beta Intermediate Corp., a Delaware corporation, Daylight Beta Holdings, LP, a Delaware limited partnership, Daylight Beta GP, LLC, a Delaware limited liability company, Madison Dearborn
Capital Partners VIII-A, L.P., a Delaware limited partnership, Madison Dearborn Capital Partners VIII-C, L.P., a Delaware limited partnership, Madison Dearborn Capital
Partners VIII Executive-A, L.P., a Delaware limited partnership, Madison Dearborn Partners VIII-A&C, L.P., a Delaware limited partnership, and Madison Dearborn
Partners, LLC, a Delaware limited liability company (“MDP”). The Purchaser is a wholly owned subsidiary of Parent. Parent is controlled by equity funds managed by MDP. This Schedule TO relates to the offer by the Purchaser to
purchase all of the outstanding shares of Class A Common Stock, par value $0.001 per share (the “Class A Shares”) of Benefytt Technologies, Inc., a Delaware corporation (“Benefytt”), at a
purchase price of $31.00 per Class A Share, net to the seller in cash without interest and less any applicable withholding taxes (such amount or any higher amount per Class A Share that may be paid pursuant to the Offer being hereinafter
referred to as the “Offer Price”) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 24, 2020 (the “Offer to Purchase”), and the related Letter of Transmittal (the
“Letter of Transmittal”), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Purchaser is also offering to acquire all of the outstanding shares of Class B
Common Stock, par value $0.001 per share, of Benefytt (the “Class B Shares”) for no consideration. Purchaser’s offer to purchase all of the outstanding Class A Shares and Class B Shares pursuant to
the Offer to Purchase and the Letter of Transmittal, together with any amendments or supplements thereto, are collectively referred to herein as the “Offer.” All the information set forth in the Offer to Purchase is incorporated
herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are
references to sections of the Offer to Purchase.
Except as otherwise set forth below, the information set forth in the Schedule TO
remains unchanged and is incorporated herein by reference as relevant to items in this Amendment. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule TO.
Items 1 through 9 and 11.
Items 1 through 9 and 11
are hereby amended and supplemented by adding the following text:
“Final Results of the Offer
The Offer and withdrawal rights expired at one minute after 11:59 p.m. Eastern Time on August 20, 2020 and the Offer was not extended. The
Depositary has advised Parent and Purchaser that, as of the expiration of the Offer, a total of 11,854,521 Class A Shares and 0 Class B Shares had been validly tendered into and not withdrawn from the Offer (not including 1,721,795
Class A Shares tendered pursuant to guaranteed delivery procedures that have not been “received” (as defined by Section 251(h)(6) of the DGCL by the Depositary in the Offer)), representing approximately 83.1% of all issued and
outstanding Shares as of such time. The number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied or waived, Purchaser has accepted for
payment and will promptly pay for all Shares validly tendered into and not properly withdrawn from the Offer.
As a result of its
acceptance of the Shares tendered in the Offer, Purchaser has acquired sufficient Shares so that the Merger can close without the affirmative vote of the stockholders of the Company pursuant to Section 251(h) of the DGCL. Accordingly, Parent
and Purchaser intend to effect the Merger pursuant to Section 251(h) of the DGCL. In the Merger, all of the Shares outstanding prior to the Effective Time (other than Excluded Shares, Dissenting Shares or any Class B Shares outstanding or
held in treasury) will at the Effective Time be converted into the right to receive the Offer Price without interest and less any applicable withholding taxes or deductions required by applicable law. All Shares that were converted into the right to
receive the Offer Price will be cancelled and cease to exist. Following the Merger, the Company will delist the Shares from Nasdaq and apply for termination of registration of the Shares under the Exchange Act.
The full text of the press release issued on August 21, 2020, announcing the expiration and results of the Offer is attached as Exhibit
(a)(1)(H) to the Schedule TO and is incorporated herein by reference.”