--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-24-007068" form_type: "8-K" ticker: null cik: "0001826018" company_name: "ROVER GROUP, INC." filed_at: "2024-02-27T23:59:59+00:00" generated_at: "2026-06-05T12:39:13.820833+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.95 calibrated_materiality_score: 0.95 confidence: "high" source: SEC EDGAR --- # Blackstone closes $2.3B acquisition of Rover; stockholders receive $11.00/share ## Summary - Each Rover share converted to $11.00 cash; total consideration approx. $2.35 billion. - Rover common stock delisted from Nasdaq; trading ceased before market open on Feb 27. - All prior directors resigned; Charlie Wickers and Aaron Easterly appointed to new board. - New credit agreement provides $250M term loan and $75M revolver to support operations. - Transaction funded by Blackstone equity contributions and debt financing proceeds. ## SEC filing metadata - accession: 0001628280-24-007068 - form_type: 8-K - cik: 0001826018 - company_name: ROVER GROUP, INC. - filed_at: 2024-02-27T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.95 - calibrated_materiality_score: 0.95 - confidence: high - sec_items: 1.01, 2.01, 2.03, 3.01, 3.03, 5.03, 5.01, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/rovr-20240227.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-24-007068 - JSON: https://secwatch.observer/filing/0001628280-24-007068.json - Plain text: https://secwatch.observer/filing/0001628280-24-007068.txt ## Key facts - Debt Financings ROVER GROUP, INC. incurred revolving credit of $75 million with Golub Capital Markets LLC. - Instrument: revolving credit - Principal: $75 million - Counterparty: Golub Capital Markets LLC - Event: incurrence source text: Concurrently with the closing of the Merger, on February 27, 2024, Biscuit Intermediate LLC, as holdings, Parent, as the borrower, and Rover, as a guarantor, entered into that certain credit agreement with Golub Capital Markets LLC, as administrative agent, collateral agent and letter of credit issuer, each additional borrower party thereto from time to time, each other guarantor party thereto from time to time, each lender from time to time party thereto and each other letter of credit issuer from time to time party thereto (the “Credit Agreement”), which provides for (i) a term loan facility in an aggregate principal amount equal to $250 million and (ii) a revolving credit facility in an aggregate principal amount equal to $75 million. evidence_url: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm - Debt Financings ROVER GROUP, INC. incurred term loan of $250 million with Golub Capital Markets LLC. - Instrument: term loan - Principal: $250 million - Counterparty: Golub Capital Markets LLC - Event: incurrence source text: Concurrently with the closing of the Merger, on February 27, 2024, Biscuit Intermediate LLC, as holdings, Parent, as the borrower, and Rover, as a guarantor, entered into that certain credit agreement with Golub Capital Markets LLC, as administrative agent, collateral agent and letter of credit issuer, each additional borrower party thereto from time to time, each other guarantor party thereto from time to time, each lender from time to time party thereto and each other letter of credit issuer from time to time party thereto (the “Credit Agreement”), which provides for (i) a term loan facility in an aggregate principal amount equal to $250 million and (ii) a revolving credit facility in an aggregate principal amount equal to $75 million. evidence_url: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm - Executive change Megan Siegler resigned as Director at ROVER GROUP, INC.. - Action: resigned - Role: Director source text: As a result of the Merger, at the Effective Time, Aaron Easterly, Adam Clammer, Jamie Cohen, Venky Ganesan, Greg Gottesman, Scott Jacobson, Kristina Leslie, Erik Prusch, and Megan Siegler each voluntarily resigned from the board of directors of the Company (the “Board”) and from any and all committees of the Board on which they served, and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm - Executive change Erik Prusch resigned as Director at ROVER GROUP, INC.. - Action: resigned - Role: Director source text: As a result of the Merger, at the Effective Time, Aaron Easterly, Adam Clammer, Jamie Cohen, Venky Ganesan, Greg Gottesman, Scott Jacobson, Kristina Leslie, Erik Prusch, and Megan Siegler each voluntarily resigned from the board of directors of the Company (the “Board”) and from any and all committees of the Board on which they served, and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm - Executive change Aaron Easterly resigned as Director at ROVER GROUP, INC.. - Action: resigned - Role: Director source text: As a result of the Merger, at the Effective Time, Aaron Easterly, Adam Clammer, Jamie Cohen, Venky Ganesan, Greg Gottesman, Scott Jacobson, Kristina Leslie, Erik Prusch, and Megan Siegler each voluntarily resigned from the board of directors of the Company (the “Board”) and from any and all committees of the Board on which they served, and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm - Executive change Charlie Wickers was appointed as Director at ROVER GROUP, INC.. - Action: appointed - Role: Director source text: At the Effective Time, and upon the completion of the Merger, Charlie Wickers and Aaron Easterly were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm - Executive change Aaron Easterly was appointed as Director at ROVER GROUP, INC.. - Action: appointed - Role: Director source text: At the Effective Time, and upon the completion of the Merger, Charlie Wickers and Aaron Easterly were appointed as directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm - Executive change Scott Jacobson resigned as Director at ROVER GROUP, INC.. - Action: resigned - Role: Director source text: As a result of the Merger, at the Effective Time, Aaron Easterly, Adam Clammer, Jamie Cohen, Venky Ganesan, Greg Gottesman, Scott Jacobson, Kristina Leslie, Erik Prusch, and Megan Siegler each voluntarily resigned from the board of directors of the Company (the “Board”) and from any and all committees of the Board on which they served, and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm - Executive change Jamie Cohen resigned as Director at ROVER GROUP, INC.. - Action: resigned - Role: Director source text: As a result of the Merger, at the Effective Time, Aaron Easterly, Adam Clammer, Jamie Cohen, Venky Ganesan, Greg Gottesman, Scott Jacobson, Kristina Leslie, Erik Prusch, and Megan Siegler each voluntarily resigned from the board of directors of the Company (the “Board”) and from any and all committees of the Board on which they served, and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm - Executive change Greg Gottesman resigned as Director at ROVER GROUP, INC.. - Action: resigned - Role: Director source text: As a result of the Merger, at the Effective Time, Aaron Easterly, Adam Clammer, Jamie Cohen, Venky Ganesan, Greg Gottesman, Scott Jacobson, Kristina Leslie, Erik Prusch, and Megan Siegler each voluntarily resigned from the board of directors of the Company (the “Board”) and from any and all committees of the Board on which they served, and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm - Executive change Kristina Leslie resigned as Director at ROVER GROUP, INC.. - Action: resigned - Role: Director source text: As a result of the Merger, at the Effective Time, Aaron Easterly, Adam Clammer, Jamie Cohen, Venky Ganesan, Greg Gottesman, Scott Jacobson, Kristina Leslie, Erik Prusch, and Megan Siegler each voluntarily resigned from the board of directors of the Company (the “Board”) and from any and all committees of the Board on which they served, and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm - Executive change Adam Clammer resigned as Director at ROVER GROUP, INC.. - Action: resigned - Role: Director source text: As a result of the Merger, at the Effective Time, Aaron Easterly, Adam Clammer, Jamie Cohen, Venky Ganesan, Greg Gottesman, Scott Jacobson, Kristina Leslie, Erik Prusch, and Megan Siegler each voluntarily resigned from the board of directors of the Company (the “Board”) and from any and all committees of the Board on which they served, and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm - Executive change Venky Ganesan resigned as Director at ROVER GROUP, INC.. - Action: resigned - Role: Director source text: As a result of the Merger, at the Effective Time, Aaron Easterly, Adam Clammer, Jamie Cohen, Venky Ganesan, Greg Gottesman, Scott Jacobson, Kristina Leslie, Erik Prusch, and Megan Siegler each voluntarily resigned from the board of directors of the Company (the “Board”) and from any and all committees of the Board on which they served, and ceased to be directors of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm - M&A Transactions ROVER GROUP, INC. underwent a change of control involving Blackstone Inc. for $11.00 per share in cash (closed 2024-02-27). - Action: change of control - Counterparty: Blackstone Inc. - Consideration: $11.00 per share in cash - Closing: 2024-02-27 source text: Time”), each issued and outstanding share of Rover’s Class A common stock, par value $0.0001 per share (“Common Stock”), was canceled and converted into the right to receive $11.00 in cash, without interest and subject to any applicable tax withholdings (the “Merger Consideration”), subject to certain exceptions set forth in the Merger Agreement. nto the evidence_url: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm - Material Agreements ROVER GROUP, INC. entered into Credit Agreement with Golub Capital Markets LLC valued at $250 million term loan and $75 million revolving credit facility (effective 2024-02-27). - Action: entry - Agreement: credit facility - Counterparty: Golub Capital Markets LLC - Value: $250 million term loan and $75 million revolving credit facility - Effective: 2024-02-27 source text: Concurrently with the closing of the Merger, on February 27, 2024, Biscuit Intermediate LLC, as holdings, Parent, as the borrower, and Rover, as a guarantor, entered into that certain credit agreement with Golub Capital Markets LLC, as administrative agent, collateral agent and letter of credit issuer evidence_url: https://www.sec.gov/Archives/edgar/data/1826018/000162828024007068/0001628280-24-007068-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.