Announcement • Oct 17
Permira Advisers LLC, Accel Partners, General Atlantic Service Company, L.P. through there funds completed the acquisition of Squarespace, Inc. (NYSE:SQSP) from Anthony Casalena and others.
Permira Advisers LLC, Accel Partners, General Atlantic Service Company, L.P. through there funds entered into a definitive agreement to acquire Squarespace, Inc. (NYSE:SQSP) from Anthony Casalena and others for $6.9 billion on May 13, 2024. Under the terms of the agreement, Squarespace stockholders will receive $44 per share in cash representing a transaction valued at over $6.6 billion on an equity value basis and approximately $6.9 billion on an enterprise value basis. As of September 9, 2024 The revised transaction is structured as a tender offer where Squarespace shareholders will receive $46.50 per share in cash and is conditioned on a majority of the shares held by unaffiliated stockholders tendering into the offer. Anthony Casalena will roll over a substantial majority of his existing equity and continue to be one of the largest shareholders following this transaction also continue to serve as Squarespace's Chief Executive Officer and Board Chairman and lead the business in all aspects of its operations, along with Squarespace's current leadership team, who are expected to continue their roles following the close of the transaction. Squarespace's Chief Executive Officer, Anthony Casalena, and long-term investors General Atlantic and Accel, representing approximately 90% of the Company's voting shares, have agreed to vote in favor of the transaction. Upon completion of the transaction, Squarespace's common stock will no longer be publicly listed, and Squarespace will become a privately held company. If the Merger Agreement is terminated under certain circumstances, Squarespace will be required to pay buyer a termination fee of $198.7 million. Upon termination of the Merger Agreement under specified circumstances, the consortium will be required to pay Squarespace a termination fee of $231.81 million. On September 7, 2024, as per the amendment, the termination fee payable by Squarespace increased to $210.49 million and the termination fee payable by Permira increased to $245.58 million. Ares Capital, Blackstone and Blue Owl providing a $2.65 billion private credit package to help finance the acquisition.
The transaction will be conditioned upon approval of a majority of the voting power of the outstanding capital of the Company held by holders who are unaffiliated with Anthony Casalena, General Atlantic and Accel, and will also be conditioned upon approval of a majority of the Company's Class A common stock and a majority of the Company's Class B common stock, each voting as separate classes. The transaction is subject to receipt of regulatory approvals and expiration or termination of any waiting periods applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”). The transaction was unanimously approved and recommended by a Special Committee of the Squarespace Board of Directors, composed entirely of independent and disinterested directors, and unanimously approved by the Board of Directors and also approved by the board of directors of buyer. Upon satisfaction of closing conditions, the transaction is expected to close by the fourth quarter of 2024. The tender offer commenced on September 16, 2024 and will expire on October 11, 2024. As of August 14, 2024, Glazer Capital, LLC issued an open letter to the Squarespace Board detailing its opposition to the proposed acquisition and disclosing its intent to vote against the transaction at the upcoming special meeting of Squarespace shareholders. The tender offer expired one minute after 11:59 p.m., on October 11, 2024, and, as of expiration, 46,971,451 shares had been validly tendered and not withdrawn from the tender offer, representing approximately 97.5%. Permira will proceed to complete a second-step merger in which any remaining shares of Squarespace common stock will be converted into the right to receive an amount in cash equal to the per share price paid in the tender offer. As of October 14, 2024, the transaction is expected to complete on October 17, 2024.
Centerview Partners LLC acted as financial advisor, fairness opinion and due diligence provider, and Srinivas Raju and Nathaniel Stuhlmiller of Richards, Layton & Finger acted as legal counsel to the Special Committee of the Squarespace Board of Directors. JP Morgan acted as financial advisor to Squarespace, and Allison R. Schneirov, Christopher M. Barlow, Ryan Dzierniejko and Daniel L. Luks of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to Squarespace. Goldman Sachs & Co LLC acted as financial advisor, Brian Mangino, Amber Banks and Mariclaire Brewer of Latham & Watkins LLP and Melissa DiVincenzo of Morris, Nichols, Arsht & Tunnell LLP acted as legal counsel to Permira Advisers. Blackstone Credit & Insurance ("BXCI"), Blue Owl Capital, and Ares Capital Corp are acted as Joint Lead Arrangers on the debt financing. Wilson Sonsini Goodrich & Rosati acted as legal counsel to Anthony Casalena. Ellen Ching and Matthew Abbott of Paul, Weiss, Rifkind, Wharton & Garrison acted as legal counsel to General Atlantic. Cooley acted as legal counsel to Accel. Centerview Partners LLC also acted as fairness opinion provider to the special committee. In connection with Centerview’s services as the financial advisor to the Special Committee, Squarespace has agreed to pay Centerview an estimated aggregate fee of approximately $43 million, $2.5 million of which was payable upon the rendering of Centerview’s opinion and the remainder of which is payable contingent upon consummation of the merger. JPMacted as financial advisor to Squarespace with respect to the proposed transaction and will receive a fee from Squarespace of approximately $45 million for such services. Computershare Trust Company, N.A. acted as Transfer Agent for Squarespace. Squarespace has retained Innisfree M&A Incorporated to assist in the solicitation of proxies, and provide related advice and informational support during the solicitation process, for a fee of up to $60,000, plus a success fee of $90,000 and expenses. Martin W. Korman, Todd Cleary, Megan J. Baier, Amy L. Simmerman, Catherine V. Riley Tzipori and Derek E. Wallace of Wilson Sonsini Goodrich & Rosati acted as legal advisors to Squarespace Founder and Chief Executive Officer Anthony Casalena in the transaction. Fried, Frank, Harris, Shriver & Jacobson LLP is acting as special tax counsel to Permira.
Permira Advisers LLC, Accel Partners, General Atlantic Service Company, L.P. through there funds completed the acquisition of Squarespace, Inc. (NYSE:SQSP) from Anthony Casalena and others on October 17, 2024. With the completion of the acquisition, Squarespace is no longer listed on the New York Stock Exchange.