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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 4)
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES ACT OF 1934
SQUARESPACE, INC.
(Name of the Issuer)
Squarespace, Inc.
Spaceship Purchaser, Inc.
Spaceship Group MergerCo, Inc.
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.
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.
Anthony Casalena
Casalena Foundation
Permira Advisers LLC
Permira Management S.à r.l.
Permira Portfolio Management Limited
Permira VIII GP S.à r.l.
Permira VIII Holdco GP S.à r.l.
Surveyorlux SCSp
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 - 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
(Names of Persons Filing Statement)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
85225A107
(CUSIP Number of Class of Securities)
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Anthony Casalena
Chief Executive Officer
Squarespace, Inc.
225 Varick Street, 12th
Floor
New York, New York 10014
Tel: (646) 580-3456
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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
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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
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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
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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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(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Persons Filing
Statement)
With copies to
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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
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Brian Mangino
Amber Banks
Mariclaire Brewer
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
Tel: (212) 906-1200
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Ben Beerle
Cooley LLP
3 Embarcadero Center, 20th Floor
San Francisco, CA 94111
Tel: (415) 693-2000
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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
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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
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This statement is filed in connection with (check the appropriate box):
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a. ☒
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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.
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b. ☐
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The filing of a registration statement under the Securities Act of 1933.
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Check the following box if the soliciting materials or information statement referred to in checking box
(a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on Schedule 13E-3. Any representation to the contrary is
a criminal offense.
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TABLE OF CONTENTS
INTRODUCTION
This Amendment No. 4 (“Amendment No. 4”) to the Transaction
Statement on Schedule 13E-3 (as amended hereby, this “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively,
the “Filing Persons”): (1) Squarespace, Inc., a Delaware corporation (“Squarespace” or the “Company”) and the issuer of the
Class A common stock, par value $0.0001 per share (the “Company common stock”) that is the subject of the Rule 13e-3 transaction; (2) Spaceship Purchaser, Inc., a Delaware corporation (“Parent”); (3) Spaceship Group MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”, and together with Parent, the “Buyer Parties”); (4) Accel Leaders 3 L.P., a Delaware limited partnership (“ALF3”); (5) Accel Leaders 3 Entrepreneurs L.P., a Delaware limited partnership (“ALF3E”); (6) Accel Leaders 3 Associates L.P., a Delaware limited partnership (“ALF3A LP”); (7) Accel Leaders 3 Investors (2020) L.P., a Delaware limited partnership (“ALFI20”); (8) Accel Leaders 3 GP Associates L.L.C., a Delaware limited liability company (“ALF3A”, and together with ALF3, ALF3E, ALF3A LP and ALFI20, “Accel”); (9) General Atlantic, L.P., a Delaware limited partnership (“GA LP”); (10) General Atlantic Partners 100, L.P., a Delaware limited partnership (“GAP 100”); (11) GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”); (12) GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”); (13) GAP Coinvestments V, LLC, a Delaware limited liability company (“GAPCO V”); (14) GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”); (15) General Atlantic (SPV) GP, LLC, a Delaware limited liability company (“GA SPV”); (16) General Atlantic GenPar, L.P., a Delaware limited partnership (“GA GenPar”); (17) General Atlantic (SQRS II), L.P., a Delaware limited partnership (“GA SQRS II”, and together with GA LP, GAP 100, GAPCO III, GAPCO IV, GAPCO V, GAPCO
CDA, GA SPV and GA GenPar, “General Atlantic”); (18) Anthony Casalena; (19) Casalena Foundation, a Delaware corporation (together with Mr. Casalena, the Anthony Casalena 2019 Family Trust and the Anthony
Casalena Revocable Trust, “Casalena”); (20) Permira Advisers LLC, a New York limited liability company (“Permira Advisers”); (21) Permira Management S.à r.l., a société à responsabilité limitée organized and existing under the laws of Grand Duchy of Luxembourg; (22) Permira Portfolio Management Limited, a private limited company organized and existing under the laws
of Guernsey; (23) Permira VIII GP S.à r.l., a société à responsabilité limitée organized and existing under the laws of Grand Duchy of Luxembourg; (24) Permira VIII Holdco GP S.à r.l., a société à responsabilité limitée organized and existing under the laws of Grand Duchy of Luxembourg; (25) Permira VIII - 1 SCSp, a société en commandite spéciale
organized and existing under the laws of Grand Duchy of Luxembourg; (26) Permira VIII - 2 SCSp, a société en commandite spéciale organized and existing under the laws of Grand Duchy of Luxembourg; (27)
Permira VIII AIV LP1 L.P., a Delaware limited partnership; (28) Permira VIII AIV LP2 L.P., a Delaware limited partnership; (29) Permira VIII CIS SCSp, a société en commandite spéciale organized and
existing under the laws of Grand Duchy of Luxembourg; (30) Permira VIII CIS 2 SCSp, a société en commandite spéciale organized and existing under the laws of Grand Duchy of Luxembourg; (31) PILI 1
Portfolio SCSp, a société en commandite spéciale organized and existing under the laws of Grand Duchy of Luxembourg; (32) PILI 2 Portfolio SCSp, a société en commandite
spéciale organized and existing under the laws of Grand Duchy of Luxembourg; (33) PILI 4 Portfolio SCSp, a société en commandite spéciale organized and existing under the laws of Grand Duchy of
Luxembourg; (34) Permira Investment Capital LP, a limited partnership organized and existing under the laws of Guernsey; (35) Permira Investment Capital II LP, a limited partnership organized and existing under the laws of Guernsey; (36) Permira
Investment Capital III LP, a limited partnership organized and existing under the laws of Guernsey; (37) Surveyorlux SCSp, a société en commandite spéciale organized and existing under the laws of Grand
Duchy of Luxembourg; (38) Spaceship Holdings GP 1, LLC, a Delaware limited liability company; (39) Spaceship Intermediate 1, LP, a Delaware limited partnership (“Intermediate 1”); (40) Spaceship Holdings GP
2, LLC, a Delaware limited liability company; (41) Spaceship Parent, LP, a Delaware limited partnership; (42) Spaceship HoldCo, LLC, a Delaware limited liability company (to be converted to Spaceship HoldCo, Inc., a Delaware corporation); (43)
Spaceship MidCo, Inc., a Delaware corporation; and (44) Spaceship Intermediate 2, Inc., a Delaware corporation.
This Transaction Statement relates to the Agreement and Plan of Merger, dated May 13, 2024 (including all
exhibits and documents attached thereto, and as it may be amended, supplemented or modified, from time to
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time, the “Merger Agreement”), by and among Squarespace, Parent
and Merger Sub. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into Squarespace (the “Merger”), with Squarespace
surviving the Merger and becoming a wholly owned subsidiary of Parent.
At the effective time of the Merger (the “Effective Time”), (1)
each share of Company common stock issued and outstanding as of immediately prior to the Effective Time (other than shares held by (a) the Company, the Buyer Parties and any of their respective subsidiaries and the shares of Company common stock
rolled over by (i) certain funds affiliated with Accel (the “Accel Rollover Entities”), (ii) GA SQRS II and (iii) Casalena pursuant to the Support Agreements (as defined below) (the “Owned Company Shares”) and (b) stockholders who have neither voted in favor of the Merger nor consented thereto in writing and who have properly demanded appraisal of such shares of Company common stock
pursuant to, and in accordance with, Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”)) will be cancelled and extinguished and automatically converted into the right to
receive cash in an amount equal to $44.00, without interest thereon and subject to any applicable withholding taxes and (2) each Owned Company Share will be cancelled and extinguished without any conversion thereof or consideration paid therefor.
Following the Merger, Company common stock will no longer be publicly traded, and the Company’s stockholders (other than Accel (and certain of its affiliated funds), GA SQRS II and Casalena, indirectly) will cease to have any ownership interest
in the Company.
In connection with entering into the Merger Agreement, on May 13, 2024, Parent and Squarespace entered into
support agreements with (a) certain funds affiliated with Accel (the “Accel Supporting Entities”), (b) GA SQRS II and (c) Casalena (together, the “Support Agreements”).
Pursuant to the Support Agreements, such stockholders have agreed, among other things, to vote all of their shares of Company common stock in favor of the adoption of the Merger Agreement and the approval of the Merger and against any other
action, agreement or proposal which would reasonably be expected to prevent, materially impair or materially delay the consummation of the Merger or any of the transactions contemplated by the Merger Agreement, subject to the terms and conditions
contained in the Support Agreements. In addition, the Accel Rollover Entities, GA SQRS II, the Casalena Foundation, the Anthony Casalena 2019 Family Trust and the Anthony Casalena Revocable Trust agreed to contribute to a direct or indirect
parent company of Parent a portion of their respective holdings of Company common stock in exchange for equity interests in such a direct or indirect parent company of Parent. As a result of the Merger, the shares of Company common stock
contributed to such direct or indirect parent company of Parent by the Accel Rollover Entities, GA SQRS II, the Casalena Foundation, the Anthony Casalena 2019 Family Trust and the Anthony Casalena Revocable Trust will be cancelled and
extinguished without any conversion thereof or consideration paid therefor along with the other Owned Company Shares. In connection with entering into the Merger Agreement, on May 13, 2024, Intermediate 1 (an indirect parent of Parent), Casalena,
GA SQRS II, ALF3 (for itself and as nominee for ALF3, ALF3E and ALFI20) and Accel Leaders 4 L.P. (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.) entered into an
interim investors agreement governing the relationship among the parties thereto between signing and closing of the Merger Agreement.
The board of directors of the Company (the “Board”) formed a
special committee of the Board comprised solely of independent and disinterested directors (the “Special Committee”) to evaluate and negotiate a possible sale transaction involving the Company and other
strategic alternatives and provide a recommendation to the Board as to whether or not to approve any such transaction. The Special Committee, as more fully described in the definitive Proxy Statement, evaluated the Merger, with the assistance of
its own independent financial and legal advisors. After careful consideration, the Special Committee, pursuant to resolutions adopted at a meeting of the Special Committee held on May 12, 2024, unanimously (1) determined that the Merger Agreement
and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Squarespace and the Unaffiliated Company Stockholders (as defined below), (2) recommended that the Board approve and adopt the
Merger Agreement and the transactions contemplated thereby, including the Merger, and (3) resolved to recommend that the Unaffiliated Company Stockholders adopt the Merger Agreement. “Unaffiliated Company
Stockholders” means the holders of Company common stock, excluding (1) General Atlantic, L.P., its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates, (2) Accel Management Co. Inc.,
its investment fund affiliates and its portfolio companies majority owned by such investment fund affiliates, (3) Permira Advisers, its investment fund affiliates and its portfolio
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companies majority owned by such investment fund affiliates, (4) Anthony Casalena and his controlled
affiliates, (5) the members of the Board and (6) any person that Squarespace has determined to be an “officer” of Squarespace within the meaning of Rule 16a-1(f) of the Exchange Act.
The Board, acting upon the recommendation of the Special Committee, unanimously (1) determined that the
Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Squarespace and its stockholders, (2) approved the execution and delivery of the Merger Agreement by
Squarespace, the performance by Squarespace of its covenants and other obligations in the Merger, and the consummation of the Merger Agreement upon the terms and conditions set forth therein, and (3) resolved to recommend that Squarespace’s
stockholders adopt the Merger Agreement.
The Merger cannot be completed without the affirmative vote of (1) the holders of a majority in voting
power of the outstanding shares of Company common stock; (2) the holders of a majority in voting power of the outstanding shares of Company common stock beneficially owned, directly or indirectly, by the Unaffiliated Company Stockholders; (3) the
holders of a majority of the outstanding shares of Class A common stock; and (4) the holders of a majority of the outstanding shares of Class B common stock, in each case, to adopt the Merger Agreement.
Prior to the filing of this Amendment No. 4, on August 22, 2024, the Company filed its definitive proxy
statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act with the SEC, pursuant to which the Company is soliciting proxies from the Company’s stockholders in connection with the Merger.
The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A. Terms used but not defined in this Transaction Statement have the meanings assigned to them in the Proxy
Statement.
Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all
annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied
pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3.
While each of the Filing Persons acknowledges that the Merger may be deemed to constitute a “going private”
transaction for purposes of Rule 13e-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that the Company is “controlled” by any
of the Filing Persons and/or their respective affiliates.
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SCHEDULE 13E-3 ITEMS
The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“Summary Term Sheet”
“Questions and Answers”
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Subject Company Information
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(a) Name and address. The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet—The Parties to the Merger”
“The Parties to the Merger—Squarespace”
“Important Information Regarding Squarespace”
“Questions and Answers”
(b) Securities. The information set forth in
the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet—The Special Meeting—Record Date; Shares Entitled to Vote; Quorum”
“The Special Meeting—Record Date; Shares Entitled to Vote; Quorum”
“Questions and Answers”
“Important Information Regarding Squarespace—Security Ownership of Certain Beneficial Owners and
Management”
(c) Trading market and price. The information
set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Important Information Regarding Squarespace—Market Price of Squarespace Common Stock”
(d) Dividends. The information set forth in
the Proxy Statement under the following caption is incorporated herein by reference:
“Important Information Regarding Squarespace—Dividends”
(e) Prior public offerings. The information
set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Important Information Regarding Squarespace—Prior Public Offerings”
(f) Prior stock purchases. The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Important Information Regarding Squarespace—Prior Public Offerings”
“Important Information Regarding Squarespace—Transactions in Squarespace Common Stock”
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Identity and Background of Filing Person
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(a) – (c) Name and address; Business and background
of entities; Business and background of natural persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet—The Parties to the Merger”
“The Parties to the Merger”
“Important Information Regarding Squarespace”
“Important Information Regarding the Purchaser Filing Parties”
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(a)-(1) Material terms. Tender offers. Not
applicable.
(a)-(2) Material terms. Mergers or similar
transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the
Merger”
“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Merger”
“Special Factors—Plans for Squarespace After the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects on Squarespace if the Merger is Not Completed”
“Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger”
“Special Factors—U.S. Federal Income Tax Considerations of the Merger”
“Special Factors—Accounting Treatment”
“The Special Meeting—Votes Required”
“The Merger Agreement—Exchange and Payment Procedures”
“The Merger Agreement—Merger Consideration”
“The Merger Agreement—Conditions to the Closing of the Merger”
Annex A—Agreement and Plan of Merger
(c) Different terms. The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Financing of the Merger—Rollover Equity”
“Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger”
“The Merger Agreement—Merger Consideration”
“The Merger Agreement—Exchange and Payment Procedures”
“The Merger Agreement—Employee Matters”
“The Merger Agreement—Indemnification and Insurance”
“The Support Agreements”
“Proposal 2: The Compensation Proposal”
Annex A—Agreement and Plan of Merger
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Annex C—Support Agreement (Casalena)
Annex D—Support Agreement (General Atlantic)
Annex E—Support Agreement (Accel)
(d) Appraisal rights. The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet—Appraisal Rights”
“Questions and Answers”
“The Special Meeting—Appraisal Rights”
“Special Factors—Certain Effects of the Merger”
“Appraisal Rights”
(e) Provisions for unaffiliated security holders.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Provisions for Unaffiliated Company Stockholders”
(f) Eligibility for listing or trading. Not
applicable.
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Past Contacts, Transactions, Negotiations and Agreements
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(a)(1) – (2) Transactions. The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger”
“Special Factors—Fee Funding Agreement”
“Special Factors—Financing of the Merger”
“The Merger Agreement”
“The Support Agreements”
“Important Information Regarding Squarespace—Prior Public Offerings”
“Important Information Regarding Squarespace—Transactions in Squarespace Common Stock”
“Important Information Regarding Squarespace—Past Contracts, Transactions, Negotiations and Agreements”
“Important Information Regarding the Purchaser Filing Parties”
“Proposal 2: The Compensation Proposal”
Annex A—Agreement and Plan of Merger
Annex C—Support Agreement (Casalena)
Annex D—Support Agreement (General Atlantic)
Annex E—Support Agreement (Accel)
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(b) – (c) Significant corporate events;
Negotiations or contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the
Merger”
“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Merger”
“Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger”
“The Merger Agreement”
“The Support Agreements”
“Interim Investors Agreement”
Annex A—Agreement and Plan of Merger
Annex C—Support Agreement (Casalena)
Annex D—Support Agreement (General Atlantic)
Annex E—Support Agreement (Accel)
(e) Agreements involving the subject company’s
securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Intent of Squarespace’s Directors and Executive Officers to Vote in Favor of the Merger”
“Special Factors—Intent of Certain Stockholders to Vote in Favor of the Merger”
“Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger”
“Special Factors—Fee Funding Agreement”
“Special Factors—Financing of the Merger”
“The Merger Agreement”
“The Special Meeting—Votes Required”
“The Support Agreements”
“Interim Investors Agreement”
“Important Information Regarding Squarespace—The Voting and Support Agreement”
“Proposal 2: The Compensation Proposal”
Annex A—Agreement and Plan of Merger
Annex C—Support Agreement (Casalena)
Annex D—Support Agreement (General Atlantic)
Annex E—Support Agreement (Accel)
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Purposes of the Transaction and Plans or Proposals
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(b) Use of securities acquired. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Plans for Squarespace After the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects on Squarespace if the Merger is Not Completed”
“Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger”
“Special Factors—Delisting and Deregistration of Squarespace Common Stock”
“Special Factors—Financing of the Merger”
“The Merger Agreement—Effect of the Merger”
“The Merger Agreement—Directors and Officers; Certificate of Incorporation; Bylaws”
“The Merger Agreement—Merger Consideration”
“The Merger Agreement—Exchange and Payment Procedures”
Annex A—Agreement and Plan of Merger
(c)(1) – (8) Plans. The information set forth
in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Opinion of the Financial Advisor to the Special Committee”
“Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the
Merger”
“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Merger”
“Special Factors—Plans for Squarespace After the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects on Squarespace if the Merger is Not Completed”
“Special Factors—Intent of Squarespace’s Directors and Executive Officers to Vote in Favor of the Merger”
“Special Factors—Intent of Certain Stockholders to Vote in Favor of the Merger”
“Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger”
“Special Factors—Financing of the Merger”
“The Merger Agreement—Effect of the Merger”
“The Merger Agreement— Directors and Officers; Certificate of Incorporation; Bylaws”
“The Merger Agreement—Merger Consideration”
“The Support Agreements”
TABLE OF CONTENTS
“Important Information Regarding Squarespace”
Annex A—Agreement and Plan of Merger
Annex B—Opinion of Centerview Partners LLC
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Purposes, Alternatives, Reasons and Effects
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(a) Purposes. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Opinion of the Financial Advisor to the Special Committee”
“Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the
Merger”
“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Merger”
“Special Factors—Plans for Squarespace After the Merger”
“Special Factors—Certain Effects of the Merger”
Annex B—Opinion of Centerview Partners LLC
(b) Alternatives. The information set forth in
the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the
Merger”
“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Merger”
“Special Factors—Plans for Squarespace After the Merger”
“Special Factors—Certain Effects on Squarespace if the Merger is Not Completed”
(c) Reasons. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Opinion of the Financial Advisor to the Special Committee”
“Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the
Merger”
“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Merger”
TABLE OF CONTENTS
“Special Factors—Plans for Squarespace After the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects on Squarespace if the Merger is Not Completed”
“Special Factors—Unaudited Prospective Financial Information”
Annex B—Opinion of Centerview Partners LLC
(d) Effects. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Opinion of the Financial Advisor to the Special Committee”
“Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the
Merger”
“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Merger”
“Special Factors—Plans for Squarespace After the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Certain Effects on Squarespace if the Merger is Not Completed”
“Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger”
“Special Factors—U.S. Federal Income Tax Considerations of the Merger”
“Special Factors—Financing of the Merger”
“Special Factors—Fees and Expenses”
“Special Factors—Delisting and Deregistration of Squarespace Common Stock”
“The Merger Agreement—Effect of the Merger”
“The Merger Agreement— Directors and Officers; Certificate of Incorporation; Bylaws”
“The Merger Agreement—Merger Consideration”
“The Merger Agreement—Indemnification and Insurance”
“The Merger Agreement—Employee Matters”
“Appraisal Rights”
“Proposal 2: The Compensation Proposal”
Annex A—Agreement and Plan of Merger
Annex B—Opinion of Centerview Partners LLC
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Fairness of the Transaction
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(a) – (b) Fairness; Factors considered in determining
fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
TABLE OF CONTENTS
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Opinion of the Financial Advisor to the Special Committee”
“Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the
Merger”
“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Merger”
“Special Factors—Certain Effects of the Merger”
“Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger”
Annex B—Opinion of Centerview Partners LLC
(c) Approval of security holders. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Reasons for the Merger; Recommendations of the Special Committee and the Squarespace
Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the
Merger”
“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Merger”
“The Special Meeting—Record Date; Shares Entitled to Vote; Quorum”
“The Special Meeting—Votes Required”
“The Special Meeting—Voting of Proxies”
“The Special Meeting—Revocability of Proxies”
“The Merger Agreement—Conditions to the Closing of the Merger”
“Proposal 1: The Merger Proposal”
Annex A—Agreement and Plan of Merger
(d) Unaffiliated representative. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the
Merger”
“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Merger”
“Special Factors—Opinion of the Financial Advisor to the Special Committee”
Annex B—Opinion of Centerview Partners LLC
TABLE OF CONTENTS
(e) Approval of directors. The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the
Merger”
“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Merger”
“Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger”
“Special Factors—Intent of Squarespace’s Directors and Executive Officers to Vote in Favor of the Merger”
(f) Other offers. The information set forth in
the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
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Reports, Opinions, Appraisals and Negotiations
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(a) – (b) Report, opinion or appraisal; Preparer and
summary of the report, opinion or appraisal. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Opinion of the Financial Advisor to the Special Committee”
“Special Factors—Materials Provided to Permira by Goldman Sachs”
“Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the
Merger”
“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Merger”
“Where You Can Find Additional Information”
Annex B—Opinion of Centerview Partners LLC
(c) Availability of documents. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Where You Can Find Additional Information”
The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and
copying at the principal executive offices of the Company during its regular business hours by any interested equity holder of Company common stock or by a representative who has been so designated in writing.
TABLE OF CONTENTS
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Source and Amounts of Funds or Other Consideration
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(a) – (b), (d) Source of funds; Conditions; Borrowed
funds. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Financing of the Merger”
“The Merger Agreement—Other Covenants”
“The Merger Agreement—Conditions to the Closing of the Merger”
“The Merger Agreement—Conduct of Business Pending the Merger”
Annex A—Agreement and Plan of Merger
(c) Expenses. The information set forth in the
Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Certain Effects on Squarespace if the Merger is Not Completed”
“Special Factors—Fee Funding Agreement”
“Special Factors—Fees and Expenses”
“The Special Meeting—Solicitation of Proxies”
“The Merger Agreement—Fees and Expenses”
“The Merger Agreement—Company Termination Fee”
“The Merger Agreement—Parent Termination Fee”
Annex A—Agreement and Plan of Merger
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Interest in Securities of the Subject Company
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(a) Securities ownership. The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger”
“Important Information Regarding Squarespace—Security Ownership of Certain Beneficial Owners and
Management”
“Important Information Regarding the Purchaser Filing Parties”
“The Support Agreements”
Annex C—Support Agreement (Casalena)
Annex D—Support Agreement (General Atlantic)
Annex E—Support Agreement (Accel)
(b) Securities transactions. The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Background of the Merger”
“Important Information Regarding Squarespace—Transactions in Squarespace Common Stock”
“Important Information Regarding Squarespace—Prior Public Offerings”
“The Merger Agreement”
TABLE OF CONTENTS
“The Support Agreements”
Annex A—Agreement and Plan of Merger
Annex C—Support Agreement (Casalena)
Annex D—Support Agreement (General Atlantic)
Annex E—Support Agreement (Accel)
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The Solicitation or Recommendation
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(d) Intent to tender or vote in a going-private
transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the
Merger”
“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Merger”
“Special Factors—Intent of Squarespace’s Directors and Executive Officers to Vote in Favor of the Merger”
“Special Factors—Intent of Certain Stockholders to Vote in Favor of the Merger”
“The Special Meeting—Votes Required”
“The Support Agreements”
Annex C—Support Agreement (Casalena)
Annex D—Support Agreement (General Atlantic)
Annex E—Support Agreement (Accel)
(e) Recommendation of others. The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the
Merger”
“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Merger”
“Proposal 1: The Merger Proposal”
(a) Financial statements. The audited
consolidated financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the financial statements set forth in Item 1 of the Company’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2024 are incorporated herein by reference.
TABLE OF CONTENTS
The information set forth in the Proxy Statement under the following captions is incorporated herein by
reference:
“Special Factors—Certain Effects of the Merger”
“Special Factors—Unaudited Prospective Financial Information”
“Important Information Regarding Squarespace—Selected Historical Consolidated Financial Data”
“Important Information Regarding Squarespace—Book Value Per Share”
“Where You Can Find Additional Information”
(b) Pro forma information. Not applicable.
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Persons/Assets, Retained, Employed, Compensated or Used
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(a) – (b) Solicitations or recommendations; Employees
and corporate assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers”
“Special Factors—Background of the Merger”
“Special Factors—Reasons for the Merger; Recommendation of the Special Committee and the Squarespace Board”
“Special Factors—Purposes and Reasons of the Purchaser Filing Parties”
“Special Factors—Position of the Permira Filing Parties and Parent Entities as to the Fairness of the
Merger”
“Special Factors—Position of the Rollover Filing Parties as to the Fairness of the Merger”
“Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger”
“Special Factors—Fees and Expenses”
“The Special Meeting—Solicitation of Proxies”
(b) Golden Parachute Compensation. The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Interests of Squarespace’s Directors and Executive Officers in the Merger”
“The Merger Agreement—Merger Consideration”
“Proposal 2: The Compensation Proposal”
Annex A—Agreement and Plan of Merger
(c) Other material information. The
information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
TABLE OF CONTENTS
The following exhibits are filed herewith:
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Definitive Proxy Statement of Squarespace, Inc. (the “Proxy
Statement”) (included in the Schedule 14A filed on August 22, 2024 and incorporated herein by reference).
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Form of Proxy Card (included in the Proxy Statement and incorporated herein by reference).
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Letter to Stockholders (included in the Proxy Statement and incorporated herein by reference).
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Notice of Special Meeting of Stockholders (included in the Proxy Statement and incorporated
herein by reference).
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Email to Investors, dated May 13, 2024 (included in Schedule 14A filed on May 13, 2024 and
incorporated herein by reference).
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Email to Employees, dated May 13, 2024 (included in Schedule 14A filed on May 13, 2024 and
incorporated herein by reference).
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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).
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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.
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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.
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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.
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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.
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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 Revolver Canada Inc., PSP Investments
Credit USA LLC, Dogwood Credit, LP and accepted and agreed to by Spaceship Purchaser, Inc.
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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 Revolver Canada Inc., PSP
Investments Credit USA LLC, Dogwood Credit, LP and accepted and agreed to by Spaceship Purchaser, Inc.
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16(b)(vii)
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First Amendment to Equity Commitment Letter, dated August 28,
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 Squarespace, Inc., Spaceship Purchaser, Inc., Spaceship Parent, LP, Spaceship HoldCo, LLC and Spaceship
Intermediate 2, Inc. |
16(b)(viii)
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First Amendment to Equity Commitment Letter, dated August 28, 2024, executed by Accel Leaders 4 L.P., 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 Squarespace, Inc., Spaceship Purchaser, Inc.,
Spaceship Parent, LP, Spaceship HoldCo, LLC., Spaceship Intermediate 2, Inc., 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 and Permira Investment Capital III LP.
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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).
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Discussion materials prepared by Centerview Partners LLC, dated May 12, 2024, for the Special
Committee of the Board of Directors of Squarespace, Inc.
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Discussion materials prepared by Centerview Partners LLC, dated March 26, 2024, for the Special
Committee of the Board of Directors of Squarespace, Inc.
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Discussion materials prepared by Centerview Partners LLC, dated April 9, 2024, for the Special
Committee of the Board of Directors of Squarespace, Inc.
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TABLE OF CONTENTS
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Discussion materials prepared by Centerview Partners LLC, dated April 19, 2024, for the Special
Committee of the Board of Directors of Squarespace, Inc.
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Discussion materials prepared by Centerview Partners LLC, dated April 25, 2024, for the Special
Committee of the Board of Directors of Squarespace, Inc.
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Discussion materials prepared by Centerview Partners LLC, dated April 27, 2024, for the Special
Committee of the Board of Directors of Squarespace, Inc.
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Discussion materials prepared by Centerview Partners LLC, dated May 12, 2024, for the Board of
Directors of Squarespace, Inc.
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Discussion Materials of Goldman Sachs & Co. LLC to Permira, dated April 12, 2024
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Discussion Materials of Goldman Sachs & Co. LLC to Permira, dated April 12, 2024
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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).
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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).
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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).
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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).
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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.
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| 16(d)(vi) |
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First Amendment to Support Agreement, dated as of August 28,
2024, by and among Squarespace, Inc., General Atlantic (SQRS II), L.P. and Spaceship Purchaser, Inc. |
16(d)(vii)
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First Amendment to the
Support Agreement, dated as of August 28, 2024, by and among Squarespace, Inc., Anthony Casalena, Anthony Casalena 2019 Family Trust, Anthony Casalena Revocable Trust, Casalena Foundation. and Spaceship Purchaser, Inc.
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16(d)(viii)
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Amendment to Interim Investors Agreement, dated as of August
28, 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 4 L.P., 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.
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Section 262 of the Delaware General Corporation Law.
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Filing Fee Table.
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TABLE OF CONTENTS
SIGNATURES
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that
the information set forth in this statement is true, complete and correct.
Dated: August 30, 2024
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SQUARESPACE, INC.
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By:
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/s/ Courtenay O’Connor
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Name: Courtenay O’Connor
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Title: General Counsel and Secretary
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TABLE OF CONTENTS
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: August 30, 2024
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SPACESHIP PURCHASER, INC.
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By:
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/s/ Peter Flynn
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Name: Peter Flynn
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Title: Chief Executive Officer and President
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SPACESHIP GROUP MERGERCO, INC.
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By:
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/s/ Peter Flynn
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Name: Peter Flynn
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Title: Chief Executive Officer and President
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TABLE OF CONTENTS
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: August 30, 2024
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ACCEL LEADERS 3 L.P.
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By:
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/s/ Ryan Connor
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Name: Ryan Connor
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Title: Authorized Signatory
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ACCEL LEADERS 3 ENTREPRENEURS L.P.
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By:
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/s/ Ryan Connor
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Name: Ryan Connor
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Title: Authorized Signatory
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ACCEL LEADERS 3 ASSOCIATES L.P.
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By:
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/s/ Ryan Connor
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Name: Ryan Connor
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Title: Authorized Signatory
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ACCEL LEADERS 3 INVESTORS (2020) L.P.
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By:
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/s/ Ryan Connor
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Name: Ryan Connor
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Title: Authorized Signatory
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ACCEL LEADERS 3 GP ASSOCIATES L.L.C.
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By:
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/s/ Ryan Connor
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Name: Ryan Connor
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Title: Authorized Signatory
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TABLE OF CONTENTS
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: August 30, 2024
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GENERAL ATLANTIC, L.P.
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By:
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/s/ Michael Gosk
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Name: Michael Gosk
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Title: Managing Director
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GENERAL ATLANTIC PARTNERS 100, L.P.
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By:
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GENERAL ATLANTIC GENPAR, L.P., its general partner
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By:
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GENERAL ATLANTIC, L.P., its general partner
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By:
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/s/ Michael Gosk
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Name: Michael Gosk
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Title: Managing Director
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GAP COINVESTMENTS III, LLC
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By:
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GENERAL ATLANTIC, L.P., its managing member
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By:
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/s/ Michael Gosk
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Name: Michael Gosk
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Title: Managing Director
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GAP COINVESTMENTS IV, LLC
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By:
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GENERAL ATLANTIC, L.P., its managing member
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By:
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/s/ Michael Gosk
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Name: Michael Gosk
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Title: Managing Director
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GAP COINVESTMENTS V, LLC
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By:
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GENERAL ATLANTIC, L.P., its managing member
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By:
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/s/ Michael Gosk
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Name: Michael Gosk
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Title: Managing Director
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GAP COINVESTMENTS CDA, L.P.
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By:
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GENERAL ATLANTIC, L.P., its general partner
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By:
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/s/ Michael Gosk
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Name: Michael Gosk
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Title: Managing Director
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TABLE OF CONTENTS
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GENERAL ATLANTIC (SPV) GP, LLC
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By:
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GENERAL ATLANTIC, L.P., its sole member
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By:
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/s/ Michael Gosk
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Name: Michael Gosk
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Title: Managing Director
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GENERAL ATLANTIC GENPAR, L.P.
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By:
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GENERAL ATLANTIC, L.P., its general partner
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By:
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/s/ Michael Gosk
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Name: Michael Gosk
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Title: Managing Director
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GENERAL ATLANTIC (SQRS II), L.P.
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By:
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GENERAL ATLANTIC (SPV) GP, LLC, its general partner
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By:
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GENERAL ATLANTIC, L.P., its sole member
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By:
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/s/ Michael Gosk
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Name: Michael Gosk
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Title: Managing Director
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|
TABLE OF CONTENTS
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: August 30, 2024
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ANTHONY CASALENA
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By:
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/s/ Anthony Casalena
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Name: Anthony Casalena
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CASALENA FOUNDATION
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By:
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/s/ Anthony Casalena
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Name: Anthony Casalena
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Title: President
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TABLE OF CONTENTS
After due inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: August 30, 2024
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PERMIRA ADVISERS LLC
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By:
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/s/ Justin Herridge
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Name:
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Justin Herridge
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Title:
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Principal
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PERMIRA VIII - 1 SCSP
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by its portfolio manager and authorised representative
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PERMIRA PORTFOLIO MANAGEMENT LIMITED
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By:
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/s/ Thomas Amy
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Name:
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Thomas Amy
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Title:
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Director
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PERMIRA VIII - 2 SCSP
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by its portfolio manager and authorised representative
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PERMIRA PORTFOLIO MANAGEMENT LIMITED
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By:
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/s/ Thomas Amy
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Name:
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Thomas Amy
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Title:
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Director
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PERMIRA VIII AIV LP1 L.P.
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by its portfolio manager and authorised representative
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PERMIRA PORTFOLIO MANAGEMENT LIMITED
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By:
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/s/ Thomas Amy
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Name:
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Thomas Amy
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Title:
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Director
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PERMIRA VIII AIV LP2 L.P.
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by its portfolio manager and authorised representative
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PERMIRA PORTFOLIO MANAGEMENT LIMITED
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By:
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/s/ Thomas Amy
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Name:
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Thomas Amy
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Title:
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Director
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PERMIRA VIII CIS SCSP
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by its portfolio manager and authorised representative
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PERMIRA PORTFOLIO MANAGEMENT LIMITED
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By:
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/s/ Thomas Amy
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Name:
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Thomas Amy
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Title:
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Director
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TABLE OF CONTENTS
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PERMIRA VIII CIS 2 SCSP
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by its general partner
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PERMIRA VIII GP S.À R.L.
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By:
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/s/ Cédric Pedoni
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Name:
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Cédric Pedoni
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Title:
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Manager
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PILI 1 PORTFOLIO SCSP
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by its general partner
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PILI 1 PORTFOLIO GP S.À R.L.
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By:
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/s/ Cédric Pedoni
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Name:
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Cédric Pedoni
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Title:
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Manager
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PILI 2 PORTFOLIO SCSP
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by its general partner
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PILI 2 PORTFOLIO GP S.À R.L.
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By:
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/s/ Cédric Pedoni
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Name:
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Cédric Pedoni
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Title:
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Manager
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PILI 4 PORTFOLIO SCSP
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by its general partner
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PILI 4 PORTFOLIO GP S.À R.L.
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By:
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/s/ Cédric Pedoni
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Name:
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Cédric Pedoni
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Title:
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Manager
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PERMIRA INVESTMENT CAPITAL LP
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by its general partner
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PERMIRA INVESTMENT CAPITAL GP LIMITED
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By:
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/s/ Wikus van Schalkwyk
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Name:
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Wikus van Schalkwyk
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Title:
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Director
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PERMIRA INVESTMENT CAPITAL II LP
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by its general partner
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PERMIRA INVESTMENT CAPITAL GP LIMITED
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By:
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/s/ Wikus van Schalkwyk
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Name:
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Wikus van Schalkwyk
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Title:
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Director
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TABLE OF CONTENTS
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PERMIRA INVESTMENT CAPITAL III LP
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by its general partner
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PERMIRA INVESTMENT CAPITAL GP LIMITED
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By:
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/s/ Wikus van Schalkwyk
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Name:
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Wikus van Schalkwyk
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Title:
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Director
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SURVEYORLUX SCSP
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By: Permira VIII Holdco GP S.à r.l.,
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its managing general partner
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By:
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/s/ Eddy Perrier
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Name:
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Eddy Perrier
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|
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Title:
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Manager
|
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|
PERMIRA MANAGEMENT S.À R.L.
|
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By:
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/s/ Cédric Pedoni
|
|
|
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Name:
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Cédric Pedoni
|
|
|
|
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Title:
|
|
|
Manager
|
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|
|
|
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|
PERMIRA PORTFOLIO MANAGEMENT LIMITED
|
|
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|
|
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By:
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/s/ Thomas Amy
|
|
|
|
|
Name:
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|
|
Thomas Amy
|
|
|
|
|
Title:
|
|
|
Manager
|
|
|
|
|
|
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|
|
|
|
|
PERMIRA VIII GP S.À R.L.
|
|
|
|
|
|
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|
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By:
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|
/s/ Cédric Pedoni
|
|
|
|
|
Name:
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|
Cédric Pedoni
|
|
|
|
|
Title:
|
|
|
Manager
|
|
|
|
|
|
|
|
|
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|
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|
PERMIRA VIII HOLDCO GP S.À R.L.
|
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By:
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/s/ Cédric Pedoni
|
|
|
|
|
Name:
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|
Cédric Pedoni
|
|
|
|
|
Title:
|
|
|
Manager
|
|
|
|
|
SPACESHIP HOLDINGS GP 1, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
/s/ Peter Flynn
|
|
|
|
|
Name:
|
|
|
Peter Flynn
|
|
|
|
|
Title:
|
|
|
Chief Executive Officer and President
|
|
|
|
|
|
|
|
|
TABLE OF CONTENTS
|
|
|
|
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
|
Exhibit 16(b)(vii)
CONFIDENTIAL
Execution Version
FIRST AMENDMENT TO EQUITY COMMITMENT LETTER
This FIRST AMENDMENT TO EQUITY COMMITMENT LETTER (this “Amendment”)
is entered into as of August 28, 2024, by and among, Spaceship Purchaser, Inc., Spaceship Parent, LP, Spaceship HoldCo, LLC, Spaceship Intermediate 2, Inc., 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 and Permira Investment Capital III LP (collectively, the “ECL
Parties”) and Squarespace, Inc.
RECITALS
A. The ECL Parties entered into that certain Equity Commitment
Letter, dated as of May 13, 2024 (the “Original Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Original Agreement. The Original Agreement, as amended by this
Amendment, is referred to as the “ECL”.
B. In accordance with Section 4 of the Original Agreement,
the parties hereto desire to amend certain terms of the Original Agreement as expressly provided in this Amendment.
AGREEMENT
In consideration of the mutual promises herein contained and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby acknowledge and agree as follows:
1. Amendments.
|
(A) |
All references to “Spaceship Intermediate, Inc.” in the Original Agreement are hereby replaced with “Spaceship Intermediate 2, Inc.” |
|
(B) |
The final section of the Original Agreement (Severability) is hereby renumbered as Section 16. |
|
(C) |
The table set forth on Schedule A is hereby deleted and replaced in its entirety as set forth below: |
| Investor |
Commitment |
Percentage of Total Commitments |
| Permira VIII - 1 SCSp |
$1,724,089,633.02 |
74.08775% |
| Permira VIII - 2 SCSp |
$318,851,321.91 |
13.70171% |
| Permira VIII AIV LP1 L.P. |
$61,381,414.41 |
2.63769% |
| Permira VIII AIV LP2 L.P. |
$115,240,750.73 |
4.95214% |
| Permira VIII CIS SCSp |
$51,120,098.60 |
2.19674% |
| Permira VIII CIS 2 SCSp |
$55,874.30 |
0.00240% |
| PILI 1 Portfolio SCSp |
$38,413,583.58 |
1.65071% |
| PILI 2 Portfolio SCSp |
$5,758,806.23 |
0.24747% |
| PILI 4 Portfolio SCSp |
$6,984,287.92 |
0.30013% |
| Permira Investment Capital LP |
$1,553,563.75 |
0.06676% |
| Permira Investment Capital II LP |
$1,511,607.84 |
0.06496% |
| Permira Investment Capital III LP |
$2,130,546.64 |
0.09155% |
| Total: |
$2,327,091,488.93 |
100.0000% |
| Co-Lead Investor |
Commitment |
Percentage of Total Commitments |
| ACCEL LEADERS 4 L.P., 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. |
$282,643,173.91 |
73.8660% |
| 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. |
$100,000,000.00 |
26.1340% |
| Total: |
$382,643,173.91 |
100% |
2. Miscellaneous.
(A) Except as otherwise provided herein, the Original Agreement
shall remain unchanged and in full force and effect.
(B) From and after the date of this Amendment, any reference in
the ECL to “hereof”, “herein”, “hereunder”, “hereby” and “this Agreement” shall be deemed a reference to the Original Agreement as amended by this Amendment; provided, however, that any reference to the date of the ECL, the use of the phrase
“the date hereof” or “the date of this Agreement” shall in all cases be a reference to May 13, 2024 and not the date of this Amendment.
(C) The provisions contained in Sections 5 through 8, 10, 15 of
the Original Agreement, and Section 16 of the ECL (as amended hereby) are incorporated by reference in this Amendment mutatis mutandis.
(D) The Original Agreement, as amended hereby, is hereby
ratified and confirmed in all respects. In the event of a conflict between the Original Agreement and this Amendment, the terms of this Amendment shall control.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first
above written.
| |
SPACESHIP PURCHASER, INC. |
| |
|
|
| |
By: |
/s/ Peter Flynn |
| |
Name:
|
Peter Flynn |
| |
Title: |
President and Chief Executive Officer |
| |
|
|
| |
SPACESHIP PARENT, LP |
| |
|
|
| |
By: |
/s/ Peter Flynn |
| |
Name:
|
Peter Flynn |
| |
Title: |
President and Chief Executive Officer |
| |
|
|
| |
SPACESHIP HOLDCO, LLC |
| |
|
|
| |
By: |
/s/ Peter Flynn |
| |
Name:
|
Peter Flynn |
| |
Title: |
President and Chief Executive Officer |
| |
|
|
| |
SPACESHIP INTERMEDIATE 2, INC. |
| |
|
|
| |
By: |
/s/ Peter Flynn |
| |
Name:
|
Peter Flynn |
| |
Title: |
President and Chief Executive Officer |
[Signature page to Amendment to ECL]
| |
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 |
[Signature page to Amendment to ECL]
| |
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.A. R.L |
| |
|
|
| |
By: |
/s/ Cédric Pedoni |
| |
Name:
|
Cédric Pedoni |
| |
Title: |
Manager |
| |
|
|
| |
PILI 1 PORTFOLIO SCSP |
| |
|
|
| |
by its general partner |
| |
PILI 1 PORTFOLIO GP S.A. R.L |
| |
|
|
| |
By: |
/s/ Cédric Pedoni |
| |
Name:
|
Cédric Pedoni |
| |
Title: |
Manager |
[Signature page to Amendment to ECL]
| |
PILI 2 PORTFOLIO SCSP |
| |
|
|
| |
by its general partner |
| |
PILI 2 PORTFOLIO GP S.A. R.L |
| |
|
|
| |
By: |
/s/ Cédric Pedoni |
| |
Name:
|
Cédric Pedoni |
| |
Title: |
Manager |
| |
|
|
| |
PILI 4 PORTFOLIO SCSP |
| |
|
|
| |
by its general partner |
| |
PILI 4 PORTFOLIO GP S.A. 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/ Wilkus van Schalkwyk |
| |
Name:
|
Wilkus van Schalkwyk |
| |
Title: |
Director |
| |
|
|
| |
PERMIRA INVESTMENT CAPITAL II LP |
| |
|
|
| |
by its general partner |
| |
PERMIRA INVESTMENT CAPITAL GP LIMITED |
| |
|
|
| |
By: |
/s/ Wilkus van Schalkwyk |
| |
Name:
|
Wilkus van Schalkwyk |
| |
Title: |
Director |
[Signature page to Amendment to ECL]
| |
PERMIRA INVESTMENT CAPITAL III LP |
| |
|
|
| |
by its general partner |
| |
PERMIRA INVESTMENT CAPITAL GP LIMITED |
| |
|
|
| |
By: |
/s/ Wilkus van Schalkwyk |
| |
Name:
|
Wilkus van Schalkwyk |
| |
Title: |
Director |
[Signature page to Amendment to ECL]
| |
SQUARESPACE, INC. |
| |
|
|
| |
By: |
/s/ Anthony Casalena |
| |
Name:
|
Anthony Casalena |
| |
Title: |
Chief Executive Officer |
[Signature page to Amendment to ECL]
Exhibit 16(b)(viii)
CONFIDENTIAL
Execution Version
FIRST AMENDMENT TO EQUITY COMMITMENT LETTER
This FIRST AMENDMENT TO EQUITY COMMITMENT LETTER (this “Amendment”) is entered into as of August 28, 2024, by and among Accel Leaders 4
L.P. 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., 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., Spaceship Purchaser, Inc., Spaceship Parent, LP, Spaceship HoldCo, LLC, Spaceship Intermediate 2, Inc. (the foregoing collectively being the “ECL Parties”), Squarespace, Inc., 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
and Permira Investment Capital III LP.
RECITALS
A. The ECL Parties entered into that certain Equity Commitment Letter, dated as of May 13, 2024 (the “Original Agreement”). All
capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Original Agreement. The Original Agreement, as amended by this Amendment, is referred to as the “ECL”.
B. In accordance with Section 4 of the Original Agreement, the parties hereto desire to amend certain terms of the Original Agreement
as expressly provided in this Amendment.
AGREEMENT
In consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby acknowledge and agree as follows:
1. Amendments.
|
(A) |
All references to “Spaceship Intermediate, Inc.” in the Original Agreement are hereby replaced with “Spaceship Intermediate 2, Inc.” |
|
(B) |
The final section of the Original Agreement (Severability) is hereby renumbered as Section 16. |
|
(C) |
The table set forth on Schedule A is hereby deleted and replaced in its entirety as set forth below: |
| Investor |
Commitment |
Percentage of Total Commitments |
| ACCEL LEADERS 4 L.P., 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. |
$282,643,173.91 |
73.8660% |
| 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. |
$100,000,000.00 |
26.1340% |
| Total: |
$382,643,173.91 |
100% |
| Co-Lead Investor |
Commitment |
Percentage of Total Commitments |
| Permira VIII - 1 SCSp |
$1,724,089,633.02 |
74.08775% |
| Permira VIII - 2 SCSp |
$318,851,321.91 |
13.70171% |
| Permira VIII AIV LP1 L.P. |
$61,381,414.41 |
2.63769% |
| Permira VIII AIV LP2 L.P. |
$115,240,750.73 |
4.95214% |
| Permira VIII CIS SCSp |
$51,120,098.60 |
2.19674% |
| Permira VIII CIS 2 SCSp |
$55,874.30 |
0.00240% |
| PILI 1 Portfolio SCSp |
$38,413,583.58 |
1.65071% |
| PILI 2 Portfolio SCSp |
$5,758,806.23 |
0.24747% |
| PILI 4 Portfolio SCSp |
$6,984,287.92 |
0.30013% |
| Permira Investment Capital LP |
$1,553,563.75 |
0.06676% |
| Permira Investment Capital II LP |
$1,511,607.84 |
0.06496% |
| Permira Investment Capital III LP |
$2,130,546.64 |
0.09155% |
| Total: |
$2,327,091,488.93 |
100.0000% |
2. Miscellaneous.
(A) Except as otherwise provided herein, the Original
Agreement shall remain unchanged and in full force and effect.
(B) From and after the date of this Amendment, any
reference in the ECL to “hereof”, “herein”, “hereunder”, “hereby” and “this Agreement” shall be deemed a reference to the Original Agreement as amended by this Amendment; provided, however, that any reference to the date of the ECL, the use of
the phrase “the date hereof” or “the date of this Agreement” shall in all cases be a reference to May 13, 2024 and not the date of this Amendment.
(C) The provisions contained in Sections 5 through 8,
10, 15 of the Original Agreement, and Section 16 of the ECL (as amended hereby) are incorporated by reference in this Amendment mutatis mutandis.
(D) The Original Agreement, as amended hereby, is
hereby ratified and confirmed in all respects. In the event of a conflict between the Original Agreement and this Amendment, the terms of this Amendment shall control.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| |
ACCEL LEADERS 4 L.P. |
| |
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. |
| |
|
|
| |
By: Accel Leaders 4 Associates L.P., its general partner |
| |
|
|
| |
By: Accel Leaders 4 GP Associates L.L.C., its general partner |
| |
|
|
| |
By: |
/s/ Ryan Connor |
| |
Name: |
Ryan Connor |
| |
Title: |
Attorney in Fact |
| |
|
|
| |
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. |
| |
|
|
| |
By: Accel Leaders 3 Associates L.P., its general partner |
| |
|
|
| |
By: Accel Leaders 3 GP Associates L.L.C., its general partner |
| |
|
|
| |
By: |
/s/ Ryan Connor |
| |
Name: |
Ryan Connor |
| |
Title: |
Attorney in Fact |
[Signature page to Amendment to ECL]
| |
SPACESHIP PURCHASER, INC. |
| |
|
|
| |
By: |
/s/ Peter Flynn |
| |
Name:
|
Peter Flynn |
| |
Title:
|
President and Chief Executive Officer |
| |
|
|
| |
SPACESHIP PARENT, LP |
| |
|
|
| |
By: |
/s/ Peter Flynn |
| |
Name:
|
Peter Flynn |
| |
Title:
|
President and Chief Executive Officer |
| |
|
|
| |
SPACESHIP HOLDCO, LLC |
| |
|
|
| |
By: |
/s/ Peter Flynn |
| |
Name: |
Peter Flynn |
| |
Title: |
President and Chief Executive Officer |
| |
|
|
| |
SPACESHIP INTERMEDIATE 2, INC. |
| |
|
|
| |
By: |
/s/ Peter Flynn |
| |
Name: |
Peter Flynn |
| |
Title: |
President and Chief Executive Officer |
[Signature page to Amendment to ECL]
| |
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 |
[Signature page to Amendment to ECL]
| |
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.A. R.L |
| |
|
|
| |
By: |
/s/ Cédric Pedoni |
| |
Name: |
Cédric Pedoni |
| |
Title: |
Manager |
| |
|
|
| |
PILI 1 PORTFOLIO SCSP |
| |
|
|
| |
by its general partner |
| |
PILI 1 PORTFOLIO GP S.A. R.L |
| |
|
|
| |
By: |
/s/ Cédric Pedoni |
| |
Name: |
Cédric Pedoni |
| |
Title: |
Manager |
[Signature page to Amendment to ECL]
| |
PILI 2 PORTFOLIO SCSP |
| |
|
|
| |
by its general partner |
| |
PILI 2 PORTFOLIO GP S.A. R.L |
| |
|
|
| |
By: |
/s/ Cédric Pedoni |
| |
Name: |
Cédric Pedoni |
| |
Title: |
Manager |
| |
|
|
| |
PILI 4 PORTFOLIO SCSP |
| |
|
|
| |
by its general partner |
| |
PILI 4 PORTFOLIO GP S.A. 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/ Nigel Carey |
| |
Name: |
Nigel Carey |
| |
Title: |
Director |
| |
|
|
| |
PERMIRA INVESTMENT CAPITAL II LP |
| |
|
|
| |
by its general partner |
| |
PERMIRA INVESTMENT CAPITAL GP LIMITED |
| |
|
|
| |
By: |
/s/ Nigel Carey |
| |
Name: |
Nigel Carey |
| |
Title: |
Director |
[Signature page to Amendment to ECL]
| |
PERMIRA INVESTMENT CAPITAL III LP |
| |
|
|
| |
by its general partner |
| |
PERMIRA INVESTMENT CAPITAL GP LIMITED |
| |
|
|
| |
By: |
/s/ Nigel Carey |
| |
Name: |
Nigel Carey |
| |
Title: |
Director |
[Signature page to Amendment to ECL]
|
SQUARESPACE, INC. |
| |
|
|
| |
By: |
/s/ Anthony Casalena |
| |
Name: |
Anthony Casalena |
| |
Title: |
Chief Executive Officer |
[Signature page to Amendment to ECL]
Exhibit 16(d)(vi)
CONFIDENTIAL
Execution Version
FIRST AMENDMENT TO SUPPORT AGREEMENT
This FIRST AMENDMENT TO SUPPORT AGREEMENT (this “Amendment”) is entered into as of August 28, 2024, by and among Squarespace, Inc., a
Delaware corporation (the “Company”), General Atlantic (SQRS II), L.P. (the “Stockholder”), and Spaceship Purchaser, Inc., a Delaware corporation (“Parent”).
RECITALS
A. The Company, Parent and the Stockholder entered into that certain Support Agreement, dated as of May 13, 2024 (the “Original
Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Original Agreement. The Original Agreement, as amended by this Amendment, is referred to as the “Support Agreement”.
B. Section 26 of the Original Agreement provides that, prior to the Effective Time, no amendment or waiver of any provision of the
Support Agreement shall be made by the Company or the Company Board without first obtaining the approval of the Special Committee. The Special Committee has approved this Amendment.
C. In accordance with Section 24 of the Original Agreement, the parties hereto desire to amend certain terms of the Original Agreement
as expressly provided in this Amendment.
AGREEMENT
In consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby acknowledge and agree as follows:
1. Amendments.
|
(A) |
The third recital is hereby amended as set forth below, with deleted text shown in strikethrough and new text shown in underlined bold text: |
WHEREAS, in connection with the Closing, the Stockholder will contribute and transfer an aggregate number of Owned Shares equal to the quotient of (i) $383,691,919.03$400,000,000.00
(the “Rollover Amount”) divided by (ii) the Per Share Price (but for the avoidance of doubt in no event more than the total number of Owned Shares) (the “Rollover Shares”), which Rollover Shares otherwise would be converted into the right
to receive the Per Share Price in cash, to a limited partnership that indirectly owns 100% of the equity interests of Parent (“Topco”) on the Closing Date and immediately prior to the Effective Time (the “Exchange Time”), in exchange for
a number of newly issued equity interests of Topco (of the same class and series as the equity interests to be issued by Topco to Spaceship Intermediate 1, LP (or its applicable Affiliates, and together with its Affiliates, “Sponsor”) in
connection with the Closing (such equity interests, collectively, the “Sponsor Topco Interests”)), with an aggregate value (based on the same per share price paid by the Sponsor for the Sponsor Topco Interests) equal to the Rollover Amount (the
“Exchange Interests”);
2. Miscellaneous.
(A) Pursuant to Section 4.2 of the Support Agreement, the Stockholders acknowledge and agree that certain parties to the Interim Investors
Agreement will be entering into amendments, on or about the date hereof, to the other support agreements entered into with Parent and the Company on May 13, 2024 to, among other things, proportionally reduce the funds (whether cash, equity or
otherwise) committed by such other parties for the purposes of financing the applicable portion of the aggregate consideration due and payable in connection with the consummation of the transactions contemplated by the Merger Agreement.
(B) Except as otherwise provided herein, the Original Agreement shall remain unchanged and in full force and effect.
(C) From and after the date of this Amendment, any reference in the Support Agreement to “hereof”, “herein”, “hereunder”, “hereby” and
“this Agreement” shall be deemed a reference to the Original Agreement as amended by this Amendment; provided, however, that any reference to the date of the Support Agreement, the use of the phrase “the date hereof” or “the date of this
Agreement” shall in all cases be a reference to May 13, 2024 and not the date of this Amendment.
(D) The provisions contained in Sections 14, 18, 19, 22 and 23 of the Original Agreement are incorporated by reference in this Amendment mutatis
mutandis.
(E) The Original Agreement, as amended hereby, is hereby ratified and confirmed in all respects. In the event of a conflict between the
Original Agreement and this Amendment, the terms of this Amendment shall control.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| |
GENERAL ATLANTIC (SQRS II), L.P. |
| |
|
|
| |
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/ Gordon Cruess |
| |
Name:
|
Gordon Cruess |
| |
Title:
|
Managing Director |
[Signature page to Amendment to Support Agreement]
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SQUARESPACE, INC. |
| |
|
| |
By: |
/s/ Anthony Casalena |
| |
Name:
|
Anthony Casalena |
| |
Title:
|
Chief Executive Officer |
[Signature page to Amendment to Support Agreement]
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SPACESHIP PURCHASER, INC. |
| |
|
| |
By: |
/s/ Peter Flynn |
| |
Name:
|
Peter Flynn |
| |
Title:
|
President and Chief Executive Officer |
[Signature page to Amendment to Support Agreement]
Exhibit 16(d)(vii)
CONFIDENTIAL
Execution Version
FIRST AMENDMENT TO THE SUPPORT AGREEMENT
This First Amendment to the Support Agreement (this “Amendment”) is effective as of August 28, 2024, by and among Squarespace, Inc., a
Delaware corporation (the “Company”), Anthony Casalena (“Casalena”), Anthony Casalena 2019 Family Trust (“AC 2019 Family Trust”), Anthony Casalena Revocable Trust (“AC Revocable Trust”), Casalena Foundation (the “Foundation”
and, together with Casalena, AC 2019 Family Trust and AC Revocable Trust, the “Stockholders” and each, a “Stockholder”) and Spaceship Purchaser, Inc., a Delaware corporation (“Parent”). Capitalized terms not otherwise defined
herein shall have the meaning set forth in the Support Agreement (as defined below).
WHEREAS, the parties entered into that certain Support Agreement dated as of May 13, 2024 (the “Support Agreement”);
WHEREAS, Section 24 of the Support Agreement provides that any amendment or waiver to the Support Agreement will be valid and binding only if set
forth in writing on behalf of each of the parties to the Support Agreement;
WHEREAS, Section 26 of the Support Agreement provides that prior to the Effective Time, no amendment or waiver of any provision of the Support
Agreement shall be made by the Company or the Company Board without first obtaining the approval of the Special Committee;
WHEREAS, the Special Committee has approved this Amendment; and
WHEREAS, the parties have mutually agreed to amend certain sections of the Support Agreement as set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree that the Support Agreement
shall be amended as follows:
1. Amendments.
|
(a) |
The third recital is hereby amended and restated in its entirety to read as follows (amended in bold type): |
WHEREAS, in connection with the Closing, the Stockholder will contribute and transfer an aggregate number of Owned Shares equal to the
quotient of (i) $1,515,810,406.13 (the “Rollover Amount”) divided by (ii) the Per Share Price (but for the avoidance of doubt in no event more than the total number of Owned Shares) (the “Rollover Shares”), which Rollover Shares
otherwise would be converted into the right to receive the Per Share Price in cash, to a limited partnership that indirectly owns 100% of the equity interests of Parent (“Topco”) on the Closing Date and immediately prior to the Effective Time
(the “Exchange Time”), in exchange for a number of newly issued equity interests of Topco (of the same class and series as the equity interests to be issued by Topco to Spaceship Intermediate 1, LP (or its applicable Affiliates, and together
with its Affiliates, “Sponsor”) in connection with the Closing (such equity interests, collectively, the “Sponsor Topco Interests”)), with an aggregate value (based on the same per share price paid by the Sponsor for the Sponsor Topco
Interests) equal to the Rollover Amount (the “Exchange Interests”);
|
(b) |
A new recital is hereby added to the Support Agreement immediately after the third recital of the Support Agreement to read as follows (amendment in bold type):
|
WHEREAS, in connection with the Closing, the Stockholder will transfer and sell all Covered Shares
(as defined below) other than Rollover Shares, if any (such Owned Shares, the “Sale Shares” and together with the Rollover Shares, the “Transferred Shares”) to Topco at the Exchange Time, in exchange for an aggregate amount of cash equal to the
number of Owned Shares multiplied by the Per Share Price (the “Sale Price”);
|
(c) |
The fourth recital of the Support Agreement is hereby amended and restated in its entirety to read as follows (amendment in bold type):
|
WHEREAS, immediately following the contribution, transfer and sale of the Rollover Shares and Sale Shares to Topco, Topco will contribute and transfer the Transferred Shares to Parent (the “Parent Contribution”);
|
(d) |
The fifth recital of the Support Agreement is hereby amended and restated in its entirety to read as follows (amendment in bold type):
|
WHEREAS, it is intended that for U.S. federal (and applicable state and local) income tax purposes, (i)
the contribution of Rollover Shares to Topco (which will be classified as a domestic partnership for U.S. federal income tax purposes as of the Effective Time) in exchange for Exchange Interests shall be treated for U.S. federal, and applicable state
and local, income tax purposes as a contribution of property to a partnership in exchange for equity interests in such partnership in which no gain or loss is recognized under Section 721(a) of the Internal Revenue Code of 1986, as amended (the
“Code”), (ii) the sale of the Sale Shares to Topco in exchange for the Sale Price shall be treated as a sale or exchange governed by Section 1001 of the Code, and (iii)
the Parent Contribution shall be treated as an exchange in which no gain or loss is recognized under Section
351(a) of the Code;
|
(e) |
Section 2.1(a) of the Support Agreement is hereby amended and restated in its entirety to read as follows (amendment in bold type):
|
The Stockholder agrees and covenants to Parent that it will, at the Exchange Time, contribute, assign, transfer, convey and deliver
(or cause to be contributed, assigned, transferred, conveyed and delivered) to Topco all of the Transferred Shares of such Stockholder, free and clear of any and all
Liens (including any restriction on the right to vote, sell or otherwise dispose of the Transferred Shares), except as may exist by reason of this Agreement, the Merger Agreement and applicable securities laws,
and each of Sponsor and Parent agrees and covenants to the Stockholder to cause Topco to exchange such Transferred Shares for (i) the issuance by Topco to the
Stockholder of, at the Exchange Time, the Exchange Interests and (ii) the payment in cash by Topco to Stockholder of the Sale Price (the “Exchange”). No Sponsor Topco Interests issued prior to or in connection
with the Merger shall be issued at a lower price per share than the Sponsor Topco Interests issued hereunder.
|
(f) |
Section 2.1(c) of the Support Agreement is hereby amended and restated in its entirety to read as follows (amendment in bold type):
|
The Stockholder acknowledges and agrees that, from and after the consummation of the Exchange at the Exchange Time, except as set
forth in Sections 2.2 or 2.3, the Stockholder shall have no right, title or interest in or to the Transferred Shares, other than the right to receive (i) the Exchange
Interests and (ii) the cash equal to the Sale Price.
|
(g) |
Section 2.2(a), Section 2.3 and Section 28 of the Support Agreement is hereby amended for the reference to “Rollover Shares” to become “Transferred Shares”.
|
|
(h) |
Section 2.4(a) of the Support Agreement is hereby amended and restated in its entirety to read as follows (amendment in bold type):
|
Each of Topco, Parent, the Sponsor and the Stockholder intends that, for U.S. federal (and applicable state and local) income tax
purposes, the contribution of Rollover Shares to Topco in exchange for Exchange Interests be treated as a contribution of property to a partnership in exchange for equity interests in such partnership in which no gain
or loss is recognized under Section 721(a) of the Code, (ii) the sale of the Sale Shares to Topco in exchange for the Sale Price shall be treated as a sale or exchange governed by Section 1001 of the Code, and (iii) the Parent Contribution shall be
treated as an exchange in which no gain or loss is recognized under Section 351(a) of the (the “Intended Tax Treatment”). Each of the Stockholders, Parent, the Sponsor and Topco, as applicable, shall prepare and file (and shall cooperate in
the preparation and filing of, as reasonably requested) all Tax Returns in a manner consistent with the Intended Tax Treatment and shall not take any position inconsistent with the Intended Tax Treatment in connection with any tax matters, in each
case, unless otherwise required by a “determination” within the meaning of Section 1313(a) of the Code.
|
(i) |
Section 4.1 of the Support Agreement is hereby amended and restated in its entirety to read as follows (amendment in bold type):
|
Transfers. Beginning on the date hereof until the Termination Date, the Stockholder hereby covenants and agrees that, except as
expressly contemplated by this Agreement, the Stockholder shall not, shall cause its controlled Affiliates not to, and shall direct its other Affiliates and its and its Affiliates’ Representatives not to, directly or indirectly, (a) tender any Covered
Shares into any tender or exchange offer, (b) offer, sell, transfer, assign, exchange, pledge, hypothecate, hedge, gift, loan, encumber or otherwise dispose of (collectively, “Transfer”) or enter into any Contract, option, agreement, understanding or
other arrangement with respect to the Transfer of, any Covered Shares or beneficial ownership, voting power or any other interest thereof or therein (including by operation of law), (c) grant any proxies or powers of attorney, deposit any Covered
Shares into a voting trust or enter into a voting or other agreement with respect to any Covered Shares that is inconsistent with this Agreement, (d) take an action that would reasonably be expected to prevent or materially impair or materially delay
the consummation of the transactions contemplated by this Agreement or the Merger Agreement or (e) commit or agree to take any of the foregoing actions. Any Transfer in violation of this Section 4.1 shall be void ab initio. Notwithstanding anything to
the contrary in this Agreement, but subject to the final sentence of this Section 4.1, any Stockholder may transfer any or all of the Covered Shares, in accordance with applicable law, (x) to the Stockholder’s Affiliates (provided, that, prior to and
as a condition to the effectiveness of such Transfer, each Person to whom any of such Covered Shares or any interest in any of such Covered Shares is or may be transferred shall have executed and delivered to Parent a counterpart of this Agreement in a
form reasonably acceptable to Parent pursuant to which such Affiliate shall be bound by all of the terms and provisions hereof and deliver an irrevocable proxy in the form of Section 1.2 in which case such Affiliate shall be deemed a Stockholder
hereunder, the “Joinder”) or (y) pursuant to, and in compliance with, either (I) a written plan that meets the requirements of Rule 10b5-1 under the Exchange Act and is in existence as of the date hereof or (II) or any written plan that meets the requirements of Rule 10b5-1 under the Exchange Act entered into after the date hereof that is approved in writing in advance of being entered into by Parent (each of (I) and (II),
a “10b5-1 Plan”). From the date hereof until the Exchange Time, the Stockholder shall retain a sufficient number of Rollover Shares to effect the Exchange in accordance with Section 2.1. Notwithstanding anything to
the contrary in this Agreement, except pursuant to a 10b5-1 Plan, no Transfer shall be permitted if it results in the conversion of shares of Class B Common Stock to shares of Class A Common Stock under the Charter.
2. Miscellaneous.
(a) Pursuant to Section 4.2 of the Support Agreement, the Stockholders acknowledge and agree that certain parties to the Interim Investors
Agreement will be entering into amendments, on or about the date hereof, to the other support agreements entered into with Parent and the Company on May 13, 2024 to, among other things, proportionally reduce the funds (whether cash, equity or
otherwise) committed by such other parties for the purposes of financing the applicable portion of the aggregate consideration due and payable in connection with the consummation of the transactions contemplated by the Merger Agreement.
(b) For the avoidance of doubt, each of Sections 14 (Notices), 18 (Governing Law, Waiver of July Trial), 19 (Assignment; Successors), 22
(Severability) and 23 (Counterparts) shall apply mutatis mutandis to this Amendment.
3. Effectiveness of Amendment. This Amendment to the Support Agreement contemplated hereby shall become effective upon its approval in
writing in accordance with Section 24 of the Support Agreement, as of the date first above written.
4. Confirmation of Support Agreement. Except as set forth in Section 1 of this Amendment, the terms, conditions and agreements set
forth in the Support Agreement are hereby ratified and confirmed and shall continue in full force and effect. In the Support Agreement, references to the “Agreement” shall be read to mean the Support Agreement and this Amendment.
[Signature Page Follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.
| |
ANTHONY CASALENA |
| |
|
|
| |
By: |
/s/ Anthony Casalena |
| |
Name: |
Anthony Casalena
|
| |
Title: |
Self
|
| |
|
|
| |
ANTHONY CASALENA 2019 FAMILY TRUST |
| |
|
|
| |
By: |
/s/ Anthony Casalena |
| |
Name: |
Anthony Casalena
|
| |
Title: |
Trustee
|
| |
|
|
| |
ANTHONY CASALENA REVOCABLE TRUST |
| |
|
|
| |
By: |
/s/ Anthony Casalena |
| |
Name: |
Anthony Casalena |
| |
Title: |
Trustee
|
| |
|
|
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CASALENA FOUNDATION |
| |
|
|
| |
By: |
/s/ Anthony Casalena |
| |
Name: |
Anthony Casalena |
| |
Title: |
President
|
[Signature Page to Amendment to Support Agreement]
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SPACESHIP PURCHASER, INC. |
| |
|
|
| |
By: |
/s/ Peter Flynn
|
| |
Name: |
Peter Flynn
|
| |
Title: |
President and Chief Executive Officer
|
[Signature Page to Amendment to Support Agreement]
| |
SQUARESPACE, INC. |
| |
|
|
| |
By: |
/s/ Anthony Casalena |
| |
Name: |
Anthony Casalena
|
| |
Title: |
Chief Executive Officer
|
[Signature Page to Amendment to Support Agreement]
Exhibit 16(d)(viii)
CONFIDENTIAL
Execution Version
AMENDMENT TO INTERIM INVESTORS AGREEMENT
This AMENDMENT TO INTERIM INVESTORS AGREEMENT (this
“Amendment”) is entered into as of August 28, 2024, by and among Spaceship Intermediate 1, LP (the “Lead Investor”), Anthony Casalena (“Casalena”), Anthony Casalena 2019 Family Trust (“AC 2019 Family Trust”), Anthony
Casalena Revocable Trust (“AC Revocable Trust”), Casalena Foundation (the “Foundation” and, together with Casalena, AC 2019 Family Trust and AC Revocable Trust, the “AC Entities”), General Atlantic (SQRS II), L.P. (“GA”),
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 Accel Leaders 4 L.P. 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. (collectively, the “Accel Funds” and, together with the AC Entities and GA, each a “Co-Investor” and collectively the “Co-Investors” and the Co-Investors, together with
the Lead Investor, the “Investors”).
RECITALS
A. The Investors entered into that Interim
Investors Agreement, dated as of May 13, 2024 (the “Original Agreement”). All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Original Agreement. The Original Agreement, as amended
by this Amendment, is referred to as the “IIA”.
B. In accordance with Section 3.1 of the
Original Agreement, the parties hereto desire to amend certain terms of the Original Agreement as expressly provided in this Amendment.
AGREEMENT
In consideration of the mutual promises herein
contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby acknowledge and agree as follows:
1. Amendments.
(A) The
table set forth on Schedule 1 of the IIA is hereby amended and restated in its entirety as set forth below:
| Investor |
Commitment Amount |
Funding Percentage |
| Spaceship Intermediate 1, LP |
$2,327,091,488.93 |
100% |
(B) The
table set forth on Schedule 2 of the IIA is hereby amended and restated in its entirety as set forth below:
| Investor |
Equity
Commitment |
Rollover Commitment |
Percentage of
Total
Commitments
|
| Spaceship Intermediate 1, LP |
$2,327,091,488.93 |
- |
50.21% |
| Anthony Casalena 2019 Family Trust |
- |
$51,456,382.26 |
1.11% |
| Anthony Casalena Revocable Trust |
- |
$1,374,883,947.95 |
29.66% |
| Casalena Foundation |
- |
$89,470,075.92 |
1.93% |
| General Atlantic (SQRS II), L.P. |
- |
$383,691,919.03 |
8.28% |
| 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. |
$100,000,000.00 |
$25,723,324.00 |
2.71% |
| Accel Leaders 4 L.P., 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. |
$282,643,173.91 |
- |
6.10% |
2. Miscellaneous.
(A) Except
as otherwise provided herein, the Original Agreement shall remain unchanged and in full force and effect.
(B) From
and after the date of this Amendment, any reference in the IIA to “hereof”, “herein”, “hereunder”, “hereby” and “this Agreement” shall be deemed a reference to the Original Agreement as amended by this Amendment; provided, however, that any
reference to the date of the IIA, the use of the phrase “the date hereof” or “the date of this Agreement” shall in all cases be a reference to May 13, 2024 and not the date of this Amendment.
(C) The
provisions contained in Article 3 of the Original Agreement are incorporated by reference in this Amendment mutatis mutandis.
(D) The
Original Agreement, as amended hereby, is hereby ratified and confirmed in all respects. In the event of a conflict between the Original Agreement and this Amendment, the terms of this Amendment shall control.
[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
| |
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 HOLDINGS MLP 1, LLC |
| |
|
|
| |
By: |
/s/ Peter Flynn |
| |
Name: |
Peter Flynn |
| |
Title: |
Chief Executive Officer and President |
[Signature page to Amendment to IIA]
| |
ANTHONY CASALENA |
| |
/s/ Anthony Casalena |
| |
Anthony Casalena |
| |
ANTHONY CASALENA 2019 FAMILY TRUST |
| |
|
|
| |
By: |
/s/ Anthony Casalena |
| |
Name: |
Anthony Casalena |
| |
Title: |
Trustee |
| |
By: |
/s/ Juliet Frerking |
| |
Name: |
Juliet Frerking |
| |
Title: |
Trustee |
| |
ANTHONY CASALENA REVOCABLE TRUST |
| |
|
|
| |
By: |
/s/ Anthony Casalena |
| |
Name: |
Anthony Casalena |
| |
Title: |
Trustee |
| |
CASALENA FOUNDATION |
| |
|
|
| |
By: |
/s/ Anthony Casalena |
| |
Name: |
Anthony Casalena |
| |
Title: |
President |
[Signature page to Amendment to IIA]
| |
ACCEL LEADERS 4 L.P. |
| |
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. |
| |
|
| |
By: Accel Leaders 4 Associates L.P., its general partner |
| |
|
| |
By: Accel Leaders 4 GP Associates L.L.C., its general partner |
| |
By: |
/s/ Ryan Connor |
| |
Name: |
Ryan Connor |
| |
Title: |
Attorney in Fact |
| |
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. |
| |
|
| |
By: Accel Leaders 3 Associates L.P., its general partner |
| |
|
| |
By: Accel Leaders 3 GP Associates L.L.C., its general partner |
| |
By: |
/s/ Ryan Connor |
| |
Name: |
Ryan Connor |
| |
Title: |
Attorney in Fact |
[Signature page to Amendment to IIA]
| |
GENERAL ATLANTIC (SQRS II), L.P. |
| |
|
| |
By: General Atlantic (SPV) GP, LLC, its general partner |
| |
|
| |
By: General Atlantic, L.P., its sole member |
| |
By: |
/s/ Gordon Cruess |
| |
Name: |
Gordon Cruess |
| |
Title: |
Managing Director |
[Signature page to Amendment to IIA]
Squarespace (NYSE:SQSP)
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