Schedule I hereto has any contract, arrangement, understanding or relationship with any other person with respect to any securities of Squarespace (including any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations).
Except as described in the preceding paragraph and as set forth elsewhere in this Offer to Purchase, during the two (2) years before the date of this Offer to Purchase, there have been (i) no transactions between Merger Sub or Parent, their subsidiaries or, to the best knowledge of Merger Sub and Parent, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Squarespace or any of its executive officers, directors or affiliates, on the other hand, that would require reporting under SEC rules and regulations; and (ii) no negotiations, transactions or material contacts between Merger Sub and Parent, their subsidiaries or, to the best knowledge of Merger Sub and Parent, any of the persons listed in Schedule I to this Offer to Purchase, on the one hand, and Squarespace or any of its affiliates, on the other hand, concerning a merger, consolidation or acquisition, a tender offer or other acquisition of securities, an election of directors or a sale or other transfer of a material amount of assets.
Additional Information. Pursuant to Rule 14d-3 under the Exchange Act, Parent and Merger Sub have filed with the SEC a Tender Offer Statement on Schedule TO (as it may be amended, supplemented or otherwise modified from time to time, the “Schedule TO”), of which this Offer to Purchase forms a part, and exhibits to the Schedule TO. The Schedule TO and the exhibits thereto, as well as other information filed by Parent and Merger Sub with the SEC, are available and may be obtained at no charge at the SEC’s website at www.sec.gov.
9. Source and Amount of Funds
We estimate that we will need approximately $7,016,000,000 to purchase all of the Shares pursuant to the Offer and to complete the Merger. Parent will provide Merger Sub with sufficient funds to purchase all Shares validly tendered (and not properly withdrawn) in the Offer, to provide funding for the Merger and to make payments for outstanding Squarespace Equity Awards pursuant to the Merger Agreement. Parent has, or will have, available to it, through a variety of sources, including cash on hand, funds necessary to satisfy all of Squarespace’s payment obligations under the Merger Agreement and resulting from the transactions contemplated by the Merger Agreement. In particular, (i) 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. (collectively, the “Accel Equity Investors”) and (iii) 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 “Permira Equity Investors” and together with the Accel Equity Investors, the “Equity Investors”) have provided Parent with the Equity Commitment Letters, pursuant to which the Equity Investors have agreed to contribute to Parent an aggregate amount of up to $2,839,185,502.26 in cash (the “Equity Financing”), subject to the satisfaction of certain customary conditions set forth in the Equity Commitment Letters. Such amounts will be used to fund the aggregate Offer Price including payments in respect of certain of Squarespace’s outstanding equity-based awards payable in connection with the closing of the Merger pursuant to the Merger Agreement, and to pay the fees, expenses and other amounts required to be paid in connection with the closing of the Merger by Squarespace, Parent and Merger Sub.
In addition, Parent has entered into a commitment letter pursuant to which 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 and Dogwood Credit, LP (the “Debt Commitment Parties”) have committed to provide to Parent with the Debt Financing, which consists of the Term Facility (with an aggregate principal amount of $2,300,000,000), the DDTL Facility (with an aggregate principal amount of $300,000,000) and the Revolving Facility (with an aggregate principal amount of $250,000,000), in each case on the terms and subject to the conditions set forth in the Debt Commitment Letter.
The obligations of the Debt Commitment Parties to provide the Debt Financing under the Debt Commitment Letter are, in each case, subject to a number of customary conditions, including, but not limited to (as applicable):
• | no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred on or after the date of the Merger Agreement that is continuing; |
