Amendment: SEC Form SC 13E3/A filed by Squarespace Inc.
Anthony Casalena Chief Executive Officer Squarespace, Inc. 225 Varick Street, 12th Floor New York, New York 10014 Tel: (646) 580-3456 | | | Permira Advisers LLC Spaceship Purchaser, Inc. Spaceship Group MergerCo, Inc. Spaceship Holdings GP 1, LLC Spaceship Intermediate 1, LP Spaceship Holdings GP 2, LLC Spaceship Parent, LP Spaceship HoldCo, LLC Spaceship MidCo, Inc. Spaceship Intermediate 2, Inc. Permira VIII AIV LP1 L.P. Permira VIII AIV LP2 L.P. c/o Permira Advisers LLC 320 Park Avenue, 23rd Floor New York, New York 10022 Tel: (212) 386-7480 Permira VIII – 1 SCSp Permira VIII – 2 SCSp Permira VIII CIS SCSp Permira VIII CIS 2 SCSp PILI 1 Portfolio SCSp PILI 2 Portfolio SCSp PILI 4 Portfolio SCSp Permira Management S.à r.l. Permira VIII GP S.à r.l. Permira VIII Holdco GP S.à r.l. Surveyorlux SCSp c/o Permira Management S.à r.l., 488 route de Longwy, L-1940 Luxembourg Tel: +352 26 441 651 Permira Investment Capital LP Permira Investment Capital II LP Permira Investment Capital III LP Permira Portfolio Management Limited c/o Permira Advisers Limited, PO Box 503, Trafalgar Court, Les Banques, St Peter Port, GY1 6DJ, Guernsey Tel: +44 1481 743 200 | | | Accel Leaders 3 L.P. Accel Leaders 3 Entrepreneurs L.P. Accel Leaders 3 Associates L.P. Accel Leaders 3 Investors (2020) L.P. Accel Leaders 3 GP Associates L.L.C. 500 University AvenuePalo Alto, California 94301 Tel: (650) 614-4800 | | | General Atlantic, L.P. General Atlantic Partners 100, L.P. GAP Coinvestments III, LLC GAP Coinvestments IV, LLC GAP Coinvestments V, LLC GAP Coinvestments CDA, L.P. General Atlantic (SPV) GP, LLC General Atlantic GenPar, L.P. General Atlantic (SQRS II), L.P. c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055 Tel: (212) 715-4000 | | | Anthony Casalena Casalena Foundation c/o Squarespace, Inc. 225 Varick Street, 12th Floor New York, New York 10014 Tel: (646) 580-3456 |
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Allison Schneirov Christopher Barlow Daniel Luks Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001 Tel: (212) 735-3000 | | | Brian Mangino Amber Banks Mariclaire Brewer Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 Tel: (212) 906-1200 | | | Ben Beerle Cooley LLP 3 Embarcadero Center, 20th Floor San Francisco, CA 94111 Tel: (415) 693-2000 | | | Matthew W. Abbott Christopher J. Cummings Ellen N. Ching Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Tel: (212) 373-3000 | | | Todd Cleary Megan J. Baier Cathrine Riley Tzipori Wilson, Sonsini, Goodrich & Rosati P.C. 1301 Avenue of the Americas New York, NY 10019 Tel: (212) 999-5800 |
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. |
Summary Term Sheet |
Subject Company Information |
Identity and Background of Filing Person |
Terms of the Transaction |
Past Contacts, Transactions, Negotiations and Agreements |
Purposes of the Transaction and Plans or Proposals |
Purposes, Alternatives, Reasons and Effects |
Fairness of the Transaction |
Reports, Opinions, Appraisals and Negotiations |
Source and Amounts of Funds or Other Consideration |
Interest in Securities of the Subject Company |
The Solicitation or Recommendation |
Financial Information |
Persons/Assets, Retained, Employed, Compensated or Used |
Additional Information |
Exhibits |
| | Definitive Proxy Statement of Squarespace, Inc. (the “Proxy Statement”) (included in the Schedule 14A filed on August 22, 2024 and incorporated herein by reference). | |
| | Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference). | |
| | Letter to Stockholders (included in the Proxy Statement and incorporated herein by reference). | |
| | Notice of Special Meeting of Stockholders (included in the Proxy Statement and incorporated herein by reference). | |
| | Email to Investors, dated May 13, 2024 (included in Schedule 14A filed on May 13, 2024 and incorporated herein by reference). | |
| | Email to Employees, dated May 13, 2024 (included in Schedule 14A filed on May 13, 2024 and incorporated herein by reference). | |
| | Current Report on Form 8-K, dated May 13, 2024 (included in Form 8-K filed on May 13, 2024 and incorporated herein by reference). | |
| | Fee Funding Agreement, dated May 13, 2024, executed by Permira VIII - 1 SCSp, Permira VIII - 2 SCSp, Permira VIII AIV LP1 L.P., Permira VIII AIV LP2 L.P., Permira VIII CIS SCSp, Permira VIII CIS 2 SCSp, PILI 1 Portfolio SCSp, PILI 2 Portfolio SCSp, PILI 4 Portfolio SCSp, Permira Investment Capital LP, Permira Investment Capital II LP, Permira Investment Capital III LP and accepted and agreed to by Spaceship Purchaser, Inc. and Squarespace, Inc. | |
| | Equity Commitment Letter, dated May 13, 2024, executed by Permira VIII - 1 SCSp, Permira VIII - 2 SCSp, Permira VIII AIV LP1 L.P., Permira VIII AIV LP2 L.P., Permira VIII CIS SCSp, Permira VIII CIS 2 SCSp, PILI 1 Portfolio SCSp, PILI 2 Portfolio SCSp, PILI 4 Portfolio SCSp, Permira Investment Capital LP, Permira Investment Capital II LP, Permira Investment Capital III LP and accepted and agreed to by Spaceship Purchaser, Inc., Spaceship Parent, LP, Spaceship HoldCo, LLC and Spaceship Intermediate, Inc. | |
| | Equity Commitment Letter, dated May 13, 2024, executed by Accel Leaders 4 L.P. (“Accel 4”), for itself and as nominee for, Accel Leaders 4 L.P., Accel Leaders 4 Entrepreneurs L.P., and Accel Leaders 4 Investors (2022) L.P. and Accel Leaders 3 L.P., for itself and as nominee for Accel Leaders 3 L.P., Accel Leaders 3 Entrepreneurs L.P. and Accel Leaders 3 Investors (2020) L.P. and accepted and agreed to by Spaceship Purchaser, Inc., Spaceship Parent, LP, Spaceship HoldCo, LLC and Spaceship Intermediate, Inc. | |
| | Commitment Letter, dated May 13, 2024, executed by Blackstone Alternative Credit Advisors LP, Blackstone Holdings Finance Co. L.L.C., Blue Owl Credit Advisors LLC, Blue Owl Capital Corporation, Ares Capital Management LLC and accepted and agreed to by Spaceship Purchaser, Inc. | |
| | Amended and Restated Commitment Letter, dated June 3, 2024, executed by Blackstone Alternative Credit Advisors LP, Blackstone Holdings Finance Co. L.L.C., Blue Owl Credit Advisors LLC, Blue Owl Capital Corporation, Ares Capital Management LLC, CPPIB Credit Investments III Inc., CPPIB Credit Revolover Canada Inc., PSP Investments Credit USA LLC, Dogwood Credit, LP and accepted and agreed to by Spaceship Purchaser, Inc. | |
| | Second Amended and Restated Commitment Letter, dated August 13, 2024, executed by Blackstone Alternative Credit Advisors LP, Blackstone Holdings Finance Co. L.L.C., Blue Owl Credit Advisors LLC, Blue Owl Capital Corporation, Ares Capital Management LLC, CPPIB Credit Investments III Inc., CPPIB Credit Revolover Canada Inc., PSP Investments Credit USA LLC, Dogwood Credit, LP and accepted and agreed to by Spaceship Purchaser, Inc. | |
| | Opinion of Centerview Partners LLC to the Special Committee of the Board of Directors of Squarespace, Inc., dated May 12, 2024 (included as Annex B to the Proxy Statement and incorporated herein by reference). | |
| | Discussion materials prepared by Centerview Partners LLC, dated May 12, 2024, for the Special Committee of the Board of Directors of Squarespace, Inc. | |
| | Discussion materials prepared by Centerview Partners LLC, dated March 26, 2024, for the Special Committee of the Board of Directors of Squarespace, Inc. | |
| | Discussion materials prepared by Centerview Partners LLC, dated April 9, 2024, for the Special Committee of the Board of Directors of Squarespace, Inc. |
| | Discussion materials prepared by Centerview Partners LLC, dated April 19, 2024, for the Special Committee of the Board of Directors of Squarespace, Inc. | |
| | Discussion materials prepared by Centerview Partners LLC, dated April 25, 2024, for the Special Committee of the Board of Directors of Squarespace, Inc. | |
| | Discussion materials prepared by Centerview Partners LLC, dated April 27, 2024, for the Special Committee of the Board of Directors of Squarespace, Inc. | |
| | Discussion materials prepared by Centerview Partners LLC, dated May 12, 2024, for the Board of Directors of Squarespace, Inc. | |
| | Discussion Materials of Goldman Sachs & Co. LLC to Permira, dated April 12, 2024 | |
| | Discussion Materials of Goldman Sachs & Co. LLC to Permira, dated April 12, 2024 | |
| | Agreement and Plan of Merger, dated as of May 13, 2024, by and among the Company, Parent and Merger Sub (included as Annex A to the Proxy Statement and incorporated herein by reference). | |
| | Support Agreement, dated as of May 13, 2024, by and among Squarespace, Inc., Accel Leaders 3 L.P. and affiliated funds, and Spaceship Purchaser, Inc. (included as Annex C to the Proxy Statement and incorporated herein by reference). | |
| | Support Agreement, dated as of May 13, 2024, by and among Squarespace, Inc., General Atlantic (SQRS II), L.P. and Spaceship Purchaser, Inc. (included as Annex D to the Proxy Statement and incorporated herein by reference). | |
| | Support Agreement, dated as of May 13, 2024, by and among Squarespace, Inc., Anthony Casalena, Anthony Casalena 2019 Family Trust, Anthony Casalena Revocable Trust, Casalena Foundation. and Spaceship Purchaser, Inc. (included as Annex E to the Proxy Statement and incorporated herein by reference). | |
| | Interim Investors Agreement, dated as of May 13, 2024, by and among Spaceship Intermediate 1, LP, Spaceship Holdings GP 2, LLC, Spaceship Holdings MLP 1, LLC, Anthony Casalena, Anthony Casalena 2019 Family Trust, Anthony Casalena Revocable Trust, Casalena Foundation, General Atlantic (SQRS II), L.P.; Accel Leaders 3 L.P. and affiliated funds, Accel Leaders 4 L.P. and affiliated funds. | |
| | Section 262 of the Delaware General Corporation Law. | |
| | Filing Fee Table. |
* | Previously Filed. |
SQUARESPACE, INC. | | | ||||
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By: | | | /s/ Courtenay O’Connor | | | |
| | Name: Courtenay O’Connor | | | ||
| | Title: General Counsel and Secretary | | |
SPACESHIP PURCHASER, INC. | | | ||||
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By: | | | /s/ Peter Flynn | | | |
| | Name: Peter Flynn | | | ||
| | Title: Chief Executive Officer and President | | | ||
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SPACESHIP GROUP MERGERCO, INC. | | | ||||
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By: | | | /s/ Peter Flynn | | | |
| | Name: Peter Flynn | | | ||
| | Title: Chief Executive Officer and President | | |
ACCEL LEADERS 3 L.P. | | |||||
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By: | | | /s/ Ryan Connor | | | |
| | Name: Ryan Connor | | | ||
| | Title: Authorized Signatory | | | ||
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ACCEL LEADERS 3 ENTREPRENEURS L.P. | | | ||||
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By: | | | /s/ Ryan Connor | | | |
| | Name: Ryan Connor | | |||
| | Title: Authorized Signatory | | | ||
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ACCEL LEADERS 3 ASSOCIATES L.P. | | | ||||
| | | | |||
By: | | | /s/ Ryan Connor | | | |
| | Name: Ryan Connor | | | ||
| | Title: Authorized Signatory | | | ||
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ACCEL LEADERS 3 INVESTORS (2020) L.P. | | | ||||
| | | | |||
By: | | | /s/ Ryan Connor | | | |
| | Name: Ryan Connor | | | ||
| | Title: Authorized Signatory | | | ||
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ACCEL LEADERS 3 GP ASSOCIATES L.L.C. | | | ||||
| | | | |||
By: | | | /s/ Ryan Connor | | | |
| | Name: Ryan Connor | | | ||
| | Title: Authorized Signatory | | |
GENERAL ATLANTIC, L.P. | | | ||||
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By: | | | /s/ Michael Gosk | | | |
| | Name: Michael Gosk | | | ||
| | Title: Managing Director | | | ||
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GENERAL ATLANTIC PARTNERS 100, L.P. | | | ||||
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By: | | | GENERAL ATLANTIC GENPAR, L.P., its general partner | | | |
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By: | | | GENERAL ATLANTIC, L.P., its general partner | | | |
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By: | | | /s/ Michael Gosk | | | |
| | Name: Michael Gosk | | | ||
| | Title: Managing Director | | | ||
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GAP COINVESTMENTS III, LLC | | | ||||
| | | | |||
By: | | | GENERAL ATLANTIC, L.P., its managing member | | | |
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By: | | | /s/ Michael Gosk | | | |
| | Name: Michael Gosk | | | ||
| | Title: Managing Director | | | ||
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GAP COINVESTMENTS IV, LLC | | | ||||
| | | | |||
By: | | | GENERAL ATLANTIC, L.P., its managing member | | | |
| | | | |||
By: | | | /s/ Michael Gosk | | | |
| | Name: Michael Gosk | | | ||
| | Title: Managing Director | | | ||
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GAP COINVESTMENTS V, LLC | | | ||||
| | | | |||
By: | | | GENERAL ATLANTIC, L.P., its managing member | | | |
| | | | |||
By: | | | /s/ Michael Gosk | | | |
| | Name: Michael Gosk | | | ||
| | Title: Managing Director | | | ||
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GAP COINVESTMENTS CDA, L.P. | | | ||||
| | | | |||
By: | | | GENERAL ATLANTIC, L.P., its general partner | | | |
| | | | |||
By: | | | /s/ Michael Gosk | | | |
| | Name: Michael Gosk | | | ||
| | Title: Managing Director | | | ||
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GENERAL ATLANTIC (SPV) GP, LLC | | | ||||
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By: | | | GENERAL ATLANTIC, L.P., its sole member | | | |
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By: | | | /s/ Michael Gosk | | | |
| | Name: Michael Gosk | | | ||
| | Title: Managing Director | | | ||
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GENERAL ATLANTIC GENPAR, L.P. | | | ||||
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By: | | | GENERAL ATLANTIC, L.P., its general partner | | | |
| | | | |||
By: | | | /s/ Michael Gosk | | | |
| | Name: Michael Gosk | | | ||
| | Title: Managing Director | | | ||
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GENERAL ATLANTIC (SQRS II), L.P. | | | ||||
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By: | | | GENERAL ATLANTIC (SPV) GP, LLC, its general partner | | | |
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By: | | | GENERAL ATLANTIC, L.P., its sole member | | | |
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By: | | | /s/ Michael Gosk | | | |
| | Name: Michael Gosk | | | ||
| | Title: Managing Director | | |
ANTHONY CASALENA | | | ||||
| | | | |||
By: | | | /s/ Anthony Casalena | | | |
| | Name: Anthony Casalena | | | ||
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CASALENA FOUNDATION | | | ||||
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By: | | | /s/ Anthony Casalena | | | |
| | Name: Anthony Casalena | | | ||
| | Title: President | | |
| | PERMIRA ADVISERS LLC | ||||
| | | | |||
| | By: | | | /s/ Justin Herridge | |
| | Name: | | | Justin Herridge | |
| | Title: | | | Principal | |
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| | PERMIRA VIII - 1 SCSP | ||||
| | by its portfolio manager and authorised representative | ||||
| | PERMIRA PORTFOLIO MANAGEMENT LIMITED | ||||
| | | | |||
| | By: | | | /s/ Thomas Amy | |
| | Name: | | | Thomas Amy | |
| | Title: | | | Director | |
| | | | |||
| | PERMIRA VIII - 2 SCSP | ||||
| | by its portfolio manager and authorised representative | ||||
| | PERMIRA PORTFOLIO MANAGEMENT LIMITED | ||||
| | | | |||
| | By: | | | /s/ Thomas Amy | |
| | Name: | | | Thomas Amy | |
| | Title: | | | Director | |
| | | | |||
| | PERMIRA VIII AIV LP1 L.P. | ||||
| | by its portfolio manager and authorised representative | ||||
| | PERMIRA PORTFOLIO MANAGEMENT LIMITED | ||||
| | | | |||
| | By: | | | /s/ Thomas Amy | |
| | Name: | | | Thomas Amy | |
| | Title: | | | Director | |
| | | | |||
| | PERMIRA VIII AIV LP2 L.P. | ||||
| | by its portfolio manager and authorised representative | ||||
| | PERMIRA PORTFOLIO MANAGEMENT LIMITED | ||||
| | | | |||
| | By: | | | /s/ Thomas Amy | |
| | Name: | | | Thomas Amy | |
| | Title: | | | Director |
| | PERMIRA VIII CIS SCSP | ||||
| | by its portfolio manager and authorised representative | ||||
| | PERMIRA PORTFOLIO MANAGEMENT LIMITED | ||||
| | | | |||
| | By: | | | /s/ Thomas Amy | |
| | Name: | | | Thomas Amy | |
| | Title: | | | Director | |
| | | |
| | PERMIRA VIII CIS 2 SCSP | ||||
| | by its general partner | ||||
| | PERMIRA VIII GP S.À R.L. | ||||
| | | | |||
| | By: | | | /s/ Cédric Pedoni | |
| | Name: | | | Cédric Pedoni | |
| | Title: | | | Manager | |
| | | | |||
| | PILI 1 PORTFOLIO SCSP | ||||
| | by its general partner | ||||
| | PILI 1 PORTFOLIO GP S.À R.L. | ||||
| | | | |||
| | By: | | | /s/ Cédric Pedoni | |
| | Name: | | | Cédric Pedoni | |
| | Title: | | | Manager | |
| | | | |||
| | PILI 2 PORTFOLIO SCSP | ||||
| | by its general partner | ||||
| | PILI 2 PORTFOLIO GP S.À R.L. | ||||
| | | | |||
| | By: | | | /s/ Cédric Pedoni | |
| | Name: | | | Cédric Pedoni | |
| | Title: | | | Manager | |
| | | | |||
| | PILI 4 PORTFOLIO SCSP | ||||
| | by its general partner | ||||
| | PILI 4 PORTFOLIO GP S.À R.L. | ||||
| | | | |||
| | By: | | | /s/ Cédric Pedoni | |
| | Name: | | | Cédric Pedoni | |
| | Title: | | | Manager | |
| | | | |||
| | PERMIRA INVESTMENT CAPITAL LP | ||||
| | by its general partner | ||||
| | PERMIRA INVESTMENT CAPITAL GP LIMITED | ||||
| | | | |||
| | By: | | | /s/ Wikus van Schalkwyk | |
| | Name: | | | Wikus van Schalkwyk | |
| | Title: | | | Director |
| | PERMIRA INVESTMENT CAPITAL II LP | ||||
| | by its general partner | ||||
| | PERMIRA INVESTMENT CAPITAL GP LIMITED | ||||
| | | | |||
| | By: | | | /s/ Wikus van Schalkwyk | |
| | Name: | | | Wikus van Schalkwyk | |
| | Title: | | | Director | |
| | | |
| | PERMIRA INVESTMENT CAPITAL III LP | ||||
| | by its general partner | ||||
| | PERMIRA INVESTMENT CAPITAL GP LIMITED | ||||
| | | | |||
| | By: | | | /s/ Wikus van Schalkwyk | |
| | Name: | | | Wikus van Schalkwyk | |
| | Title: | | | Director | |
| | | | |||
| | SURVEYORLUX SCSP | ||||
| | | | |||
| | By: Permira VIII Holdco GP S.à r.l., | ||||
| | its managing general partner | ||||
| | | | |||
| | By: | | | /s/ Eddy Perrier | |
| | Name: | | | Eddy Perrier | |
| | Title: | | | Manager | |
| | | | |||
| | PERMIRA MANAGEMENT S.À R.L. | ||||
| | | | |||
| | By: | | | /s/ Cédric Pedoni | |
| | Name: | | | Cédric Pedoni | |
| | Title: | | | Manager | |
| | | | |||
| | PERMIRA PORTFOLIO MANAGEMENT LIMITED | ||||
| | | | |||
| | By: | | | /s/ Thomas Amy | |
| | Name: | | | Thomas Amy | |
| | Title: | | | Manager | |
| | | | |||
| | PERMIRA VIII GP S.À R.L. | ||||
| | | | |||
| | By: | | | /s/ Cédric Pedoni | |
| | Name: | | | Cédric Pedoni | |
| | Title: | | | Manager | |
| | | | |||
| | PERMIRA VIII HOLDCO GP S.À R.L. | ||||
| | | | |||
| | By: | | | /s/ Cédric Pedoni | |
| | Name: | | | Cédric Pedoni | |
| | Title: | | | Manager |
| | SPACESHIP HOLDINGS GP 1, LLC | ||||
| | | | |||
| | By: | | | /s/ Peter Flynn | |
| | Name: | | | Peter Flynn | |
| | Title: | | | Chief Executive Officer and President | |
| | | |
| | SPACESHIP INTERMEDIATE 1, LP | ||||
| | | | |||
| | By: | | | /s/ Peter Flynn | |
| | Name: | | | Peter Flynn | |
| | Title: | | | Chief Executive Officer and President | |
| | | | |||
| | SPACESHIP HOLDINGS GP 2, LLC | ||||
| | | | |||
| | By: | | | /s/ Peter Flynn | |
| | Name: | | | Peter Flynn | |
| | Title: | | | Chief Executive Officer and President | |
| | | | |||
| | SPACESHIP PARENT, LP | ||||
| | | | |||
| | By: | | | /s/ Peter Flynn | |
| | Name: | | | Peter Flynn | |
| | Title: | | | Chief Executive Officer and President | |
| | | | |||
| | SPACESHIP HOLDCO, LLC | ||||
| | | | |||
| | By: | | | /s/ Peter Flynn | |
| | Name: | | | Peter Flynn | |
| | Title: | | | Chief Executive Officer and President | |
| | | | |||
| | SPACESHIP MIDCO, INC. | ||||
| | | | |||
| | By: | | | /s/ Peter Flynn | |
| | Name: | | | Peter Flynn | |
| | Title: | | | Chief Executive Officer and President | |
| | | | |||
| | SPACESHIP INTERMEDIATE 2, INC. | ||||
| | | | |||
| | By: | | | /s/ Peter Flynn | |
| | Name: | | | Peter Flynn | |
| | Title: | | | Chief Executive Officer and President |