8-K
filed October 17, 2024, 7:59 PM ET
CIK 0001496963
M&A
confidence high
sentiment neutral
materiality 1.00
Squarespace, Inc.: M&A transaction — Permira completes $7.2B all-cash acquisition of Squarespace; delisted from NYSE
Squarespace, Inc.
- Transaction valued ~$7.2B; shareholders received $46.50 per share in cash.
- Founder & CEO Anthony Casalena rolled over substantial equity, remains CEO and Chairman.
- Company delisted from NYSE; reporting obligations suspended.
- New $2.65B credit facilities arranged: $2.1B term loan, $300M delayed draw, $250M revolver.
- All prior directors resigned; board reconstituted under Permira.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anthony Casalena resigned as Director at Squarespace, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Anthony Casalena, Andrew Braccia, Michael Fleisher, Jonathan Klein, Liza Landsman, Anton Levy and Neela Montgomery) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrew Braccia resigned as Director at Squarespace, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Anthony Casalena, Andrew Braccia, Michael Fleisher, Jonathan Klein, Liza Landsman, Anton Levy and Neela Montgomery) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael Fleisher resigned as Director at Squarespace, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Anthony Casalena, Andrew Braccia, Michael Fleisher, Jonathan Klein, Liza Landsman, Anton Levy and Neela Montgomery) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Neela Montgomery resigned as Director at Squarespace, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Anthony Casalena, Andrew Braccia, Michael Fleisher, Jonathan Klein, Liza Landsman, Anton Levy and Neela Montgomery) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jonathan Klein resigned as Director at Squarespace, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Anthony Casalena, Andrew Braccia, Michael Fleisher, Jonathan Klein, Liza Landsman, Anton Levy and Neela Montgomery) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Liza Landsman resigned as Director at Squarespace, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Anthony Casalena, Andrew Braccia, Michael Fleisher, Jonathan Klein, Liza Landsman, Anton Levy and Neela Montgomery) resigned as directors of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anton Levy resigned as Director at Squarespace, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the Merger, at the Effective Time, each of the directors of the Company (Anthony Casalena, Andrew Braccia, Michael Fleisher, Jonathan Klein, Liza Landsman, Anton Levy and Neela Montgomery) resigned as directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Squarespace, Inc.: Company was acquired via merger; certificate of incorporation and bylaws were amended and restated in connection with the merger.
- Change
- bylaw amendment
Exact text from the filing
at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference. In addition, at the Effective Time, the bylaws of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 to this Current Report on Form 8-K, which are incorporated herein by reference.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Squarespace, Inc. underwent a change of control involving Spaceship Purchaser, Inc. (affiliates of Permira Advisers LLC) for $46.50 per share (closed 2024-10-17).
- Action
- change of control
- Counterparty
- Spaceship Purchaser, Inc. (affiliates of Permira Advisers LLC)
- Consideration
- $46.50 per share
- Closing
- 2024-10-17
Exact text from the filing
(the “ Offer ”) on September 16, 2024, to purchase all of the outstanding shares of Company Common Stock, par value $0.0001 per share (the “ Shares ”), at a price per share of $46.50, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of September 16, 2024, as it may be amended, supplemented, or otherwise modified from
View on SEC.gov
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