Stockholders will receive $44.00 per share in cash, which represents a
premium of 29% over
the 90-day volume weighted average trading price of
$34.09
Anthony
Casalena is rolling over a substantial majority of his
existing equity and will continue to
lead Squarespace as Chief Executive Officer
Long-term Investors General Atlantic and Accel
to re-invest as part of the go-private agreement
NEW
YORK, May 13, 2024 /PRNewswire/ -- Squarespace,
Inc. (NYSE: SQSP), the design-driven platform helping
entrepreneurs build brands and businesses online, today announced
that it has entered into a definitive agreement to go private
by Permira, the global private equity firm, in an all-cash
transaction valued at approximately $6.9
billion.
Under the terms of the agreement, Squarespace stockholders will
receive $44.00 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. The purchase price represents a premium of
approximately 29% over Squarespace's 90-day volume weighted average
trading price, and a premium of 15% over Squarespace's closing
share price of $38.19 on the NYSE on
May 10, 2024. Upon completion of the
transaction, Squarespace will become a privately held company with
the flexibility and resources to invest in enabling entrepreneurs
to build better online brands and more easily transact with their
customers.
Anthony Casalena will roll over a
substantial majority of his existing equity and continue to be one
of the largest shareholders following this transaction. He will
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 has been at the forefront of providing services to
businesses looking to establish themselves online for more than two
decades. We are excited to continue building on that foundation,
and expanding our offerings, for years to come," said Anthony Casalena, Founder and CEO of
Squarespace. "We are thrilled to be partnering with Permira on
this new leg of our journey, alongside our existing long-term
investors General Atlantic and Accel, who strongly believe in the
future of Squarespace."
David Erlong, Partner at Permira, said, "Squarespace has built a
distinct and globally recognized creative brand and an incredible,
design-driven platform of tools that empower entrepreneurs and
small businesses to establish and scale their online presence. As a
firm with a long history of backing leading internet platforms and
technologies that enable SMBs to compete globally, we are excited
to partner with Anthony and his team to support the company in
unlocking its full potential."
Andrew Young, Partner at Permira,
added, "The Squarespace ecosystem provides SMBs with a broad
offering – from demand generation to powerful payment solutions,
all seamlessly interwoven with intuitive GenAI. We share Anthony
and the team's vision to further invest in these tools to help
customers grow."
Anton Levy, Chairman of Global
Technology, Co-President and Managing Director at General Atlantic,
said, "We are proud to have supported Squarespace for more than a
decade as Anthony and the team have built and scaled a very special
and durable business. We look forward to being a part of the
company's next phase of growth."
Due to the pending transaction, the Company will no longer hold
its previously announced Investor Day scheduled for May 15, 2024.
Transaction Details
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.
The Special Committee retained Centerview Partners LLC as
financial advisor and Richards, Layton & Finger as legal
counsel. In arriving at its unanimous recommendation in favor of
the transaction, the Special Committee considered several factors
which will be outlined in public filings to be made by
Squarespace.
Squarespace CEO 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. 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. Upon satisfaction of these and other
customary closing conditions, the transaction is expected to close
by the fourth quarter of 2024.
Upon completion of the transaction, Squarespace's common stock
will no longer be publicly listed, and Squarespace will become a
privately-held company.
Advisors
JP Morgan is acting as financial advisor to Squarespace, and
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal
counsel to Squarespace.
Centerview Partners LLC is acting as financial advisor, and
Richards, Layton & Finger is acting as legal counsel, to the
Special Committee of the Squarespace Board of Directors.
Goldman Sachs & Co LLC is acting as financial advisor to
Permira, and Latham & Watkins LLP is acting as legal counsel to
Permira Advisers. Blackstone Credit & Insurance ("BXCI"),
Blue Owl Capital, and Ares Capital Corp are acting as Joint Lead
Arrangers on the debt financing.
Wilson Sonsini Goodrich &
Rosati is acting as legal counsel to Anthony Casalena.
Paul, Weiss, Rifkind, Wharton & Garrison is acting as legal
counsel to General Atlantic.
Cooley is acting as legal counsel to Accel.
Important Information and Where to Find It
In connection with the Transaction, the Company will file with
the SEC a Proxy Statement, the definitive version of which will be
sent or provided to Company stockholders. The Company and
affiliates of the Company intend to jointly file a transaction
statement on Schedule 13E-3 (the "Schedule 13E-3"). The
Company may also file other documents with the SEC regarding the
Transaction. This Current Report on Form 8-K is not a
substitute for the Proxy Statement, the Schedule 13E-3 or any other
document which the Company may file with the SEC. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE
SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR
WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE TRANSACTION AND RELATED MATTERS. Investors and security
holders may obtain free copies of the Proxy Statement, Schedule
13E-3 (when it is available) and other documents that are filed or
will be filed with the SEC by the Company through the website
maintained by the SEC at www.sec.gov, the Company's website at
https://investors.squarespace.com or by contacting the Company's
Investor Relations Team at investors@squarespace.com.
The Transaction will be implemented solely pursuant to the
Merger Agreement dated as of May 13,
2024, among the Company, Parent, and Merger Sub, which
contains the full terms and conditions of the Transaction.
Participants in the Solicitation
The Company and certain of its directors, executive officers and
other employees may be deemed to be participants in the
solicitation of proxies from the Company's stockholders in
connection with the Transaction. Additional information regarding
the identity of the participants, including a description of their
direct or indirect interests, by security holdings or otherwise,
will be set forth in the Proxy Statement and other materials to be
filed with the SEC in connection with the Transaction (if and when
they become available). Information relating to the foregoing can
also be found in the Company's proxy statement for its 2024 annual
meeting of stockholders, which was filed with the SEC on
April 22, 2024 (the "Annual Meeting
Proxy Statement"). To the extent holdings of securities by
potential participants (or the identity of such participants) have
changed since the information printed in the Annual Meeting Proxy
Statement, such information has been or will be reflected on the
Company's Statements of Change in Ownership on Forms 3 and 4 filed
with the SEC. You may obtain free copies of these documents using
the sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication includes certain "forward-looking statements"
within the meaning of, and subject to the safe harbor created by,
the federal securities laws, including statements related to the
proposed merger of the Company with an affiliate of Permira
Advisers (the "Transaction"), including financial estimates and
statements as to the expected timing, completion and effects of the
Transaction. These forward-looking statements are based on the
Company's current expectations, estimates and projections
regarding, among other things, the expected date of closing of the
Transaction and the potential benefits thereof, its business and
industry, management's beliefs and certain assumptions made by the
Company, all of which are subject to change. Forward-looking
statements often contain words such as "expect," "anticipate,"
"intend," "aims," "plan," "believe," "could," "seek," "see,"
"will," "may," "would," "might," "considered," "potential,"
"estimate," "continue," "likely," "expect," "target" or similar
expressions or the negatives of these words or other comparable
terminology that convey uncertainty of future events or outcomes.
By their nature, forward-looking statements address matters that
involve risks and uncertainties because they relate to events and
depend upon future circumstances that may or may not occur, such as
the consummation of the Transaction and the anticipated benefits
thereof. These and other forward-looking statements are not
guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements. Important risk factors that may cause such a difference
include, but are not limited to: (i) the completion of the
Transaction on anticipated terms and timing, including obtaining
required stockholder and regulatory approvals, and the satisfaction
of other conditions to the completion of the Transaction; (ii) the
ability of affiliates of Permira to obtain the necessary financing
arrangements set forth in the commitment letters received in
connection with the Transaction; (iii) potential litigation
relating to the Transaction that could be instituted against
Permira, the Company or their respective directors, managers or
officers, including the effects of any outcomes related thereto;
(iv) the risk that disruptions from the Transaction will harm the
Company's business, including current plans and operations; (v) the
ability of the Company to retain and hire key personnel; (vi)
potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the Transaction;
(vii) continued availability of capital and financing and rating
agency actions; (viii) legislative, regulatory and economic
developments affecting the Company's business; (ix) general
economic and market developments and conditions; (x) potential
business uncertainty, including changes to existing business
relationships, during the pendency of the Transaction that could
affect the Company's financial performance; (xi) certain
restrictions during the pendency of the Transaction that may impact
the Company's ability to pursue certain business opportunities or
strategic transactions; (xii) unpredictability and severity of
catastrophic events, including but not limited to acts of
terrorism, pandemics, outbreaks of war or hostilities, as well as
the Company's response to any of the aforementioned factors; (xiii)
significant transaction costs associated with the Transaction;
(xiv) the possibility that the Transaction may be more expensive to
complete than anticipated, including as a result of unexpected
factors or events; (xv) the occurrence of any event, change or
other circumstance that could give rise to the termination of the
Transaction, including in circumstances requiring the Company to
pay a termination fee or other expenses; (xvi) competitive
responses to the Transaction; (xvii) the risks and uncertainties
pertaining to the Company's business, including those set forth in
Part I, Item 1A of the Company's most recent Annual Report on Form
10-K and Part II, Item 1A of the Company's subsequent Quarterly
Reports on Form 10-Q, as such risk factors may be amended,
supplemented or superseded from time to time by other reports filed
by the Company with the SEC; and (xviii) the risks and
uncertainties that will be described in the Proxy Statement
available from the sources indicated below. These risks, as well as
other risks associated with the Transaction, will be more fully
discussed in the Proxy Statement. While the list of factors
presented here is, and the list of factors to be presented in the
Proxy Statement will be, considered representative, no such list
should be considered a complete statement of all potential risks
and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material impact on the
Company's financial condition, results of operations, credit rating
or liquidity. These forward-looking statements speak only as of the
date they are made, and the Company does not undertake to and
specifically disclaims any obligation to publicly release the
results of any updates or revisions to these forward-looking
statements that may be made to reflect future events or
circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.
About Squarespace
Squarespace (NYSE: SQSP) is a design-driven platform
helping entrepreneurs build brands and businesses online. We
empower millions in more than 200 countries and territories with
all the tools they need to create an online presence, build an
audience, monetize, and scale their business. Our suite of products
range from websites, domains, ecommerce, and marketing tools, as
well as tools for scheduling with Acuity, creating and managing
social media presence with Bio Sites and Unfold, and
hospitality business management via Tock. For more information,
visit www.squarespace.com.
About Permira
Permira is a global investment firm that
backs successful businesses with growth ambitions. Founded in 1985,
the firm advises funds with total committed capital of
approximately €80bn and makes long-term majority and minority
investments across two core asset classes, private equity and
credit.
The Permira funds have an extensive track record investing in
internet, software and SMB-enablement solutions, having partnered
with 50+ companies across SaaS, cybersecurity, digital commerce,
fintech and online marketplaces. The Permira funds have previously
supported and helped scale some of the largest and fastest-growing
technology businesses globally, including LegalZoom, Klarna,
Zendesk, Magento, Carta, Adevinta, The Knot Worldwide, Boats Group,
Housecall Pro, and others.
The Permira private equity funds have made approximately 300
private equity investments in four key sectors: Technology,
Consumer, Healthcare and Services. Permira employs over 500 people
in 15 offices across Europe,
the United States and Asia. For more information, visit
www.permira.com or follow us on LinkedIn.
About General Atlantic
General Atlantic is a leading global growth investor with more
than four decades of experience providing capital and strategic
support for over 520 growth companies throughout its history.
Established in 1980 to partner with visionary entrepreneurs and
deliver lasting impact, the firm combines a collaborative global
approach, sector specific expertise, a long-term investment horizon
and a deep understanding of growth drivers to partner with great
entrepreneurs and management teams to scale innovative businesses
around the world. General Atlantic has approximately $84 billion in assets under management inclusive
of all products as of March 31, 2024,
and more than 300 investment professionals based in New York, Amsterdam, Beijing, Hong
Kong, Jakarta, London, Mexico
City, Miami, Mumbai, Munich, San
Francisco, São Paulo, Shanghai, Singapore, Stamford and Tel
Aviv. For more information on General Atlantic, please
visit: www.generalatlantic.com.
About Accel
Accel is a global venture capital firm that is the first partner
to exceptional teams everywhere, from inception through all phases
of private company growth. Atlassian, Bumble, CrowdStrike, Etsy,
Facebook, Flipkart, Freshworks, Qualtrics, Slack, Spotify,
Squarespace, Tenable, and UiPath are among the companies Accel has
backed over the past 40 years. We help ambitious entrepreneurs
build iconic global businesses. For more, visit www.accel.com or
www.twitter.com/accel.
Contacts
Investors
investors@squarespace.com
Media
press@squarespace.com
For Permira:
Nina Gilbert
Nina.Gilbert@permira.com
+44 207 9594037
James Williams
james.williams@permira.com
+44 774 7006407
OR
FGS Global
Permira-NA@FGSGlobal.com
For General Atlantic:
Emily Japlon
media@generalatlantic.com
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SOURCE Squarespace, Inc.