Squarespace, Inc. (SQSP) To Go Private For $44/shr In Cash With Permira
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.
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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.