Blackstone Management Partners L.L.C. entered into an agreement to acquire Rover Group, Inc. (NasdaqGM:ROVR) from Madrona Venture Group, LLC, Foundry Ventures LLC, Menlo Ventures Management, L.P., True Wind Capital Management, L.P., Nebula Caravel Holdings, LLC and others for approximately $2.2 billion on November 29, 2023. Under the terms of the agreement, Rover stockholders will receive $11 per share in cash. Upon completion of the transaction, Rover?s Class A common stock will no longer be publicly-listed and Rover will become a privately held company. In connection with the financing of the merger, an equity commitment letter has been entered into, which would provide an equity contribution in the amount of up to $2.35 billion to pay the cash merger consideration and certain other payments and expenses related to the merger. The Company will continue to operate under the Rover name and brand. Upon termination of the agreement, under specified circumstances, Rover will be required to pay Blackstone a termination fee of $72 million. If the agreement is terminated by Rover in order to enter into an agreement providing for an alternative acquisition transaction that constitutes a Superior Proposal (as defined in the Merger Agreement) (provided that the termination fee will be $36 million). The merger will be accounted for as a ?purchase transaction? for financial accounting purposes.

The transaction is subject to the approval of Rover?s stockholders and the satisfaction of required regulatory clearances, the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The Rover and Blackstone board of directors approved the merger agreement and recommended that Rover stockholders approve the transaction and adopt the merger agreement. The merger agreement includes a customary 30-day ?go-shop? period expiring on December 29, 2023. On December 29, 2023, the Go-shop period ended. As per filling on January 16, 2024, Rover Group, Inc announced that the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), expired at 11:59 p.m. Eastern Time on January 12, 2024. On February 22, 2024, shareholders of Rover approved the transaction. The transaction is currently expected to close in the first quarter of 2024. As of February 23, 2024, the transaction is expected to close on February 27, 2024.

Centerview Partners LLC, Goldman Sachs & Co. LLC acted as financial advisor to Rover. Goldman Sachs & Co. LLC and Centerview Partners LLC also provided a fairness opinion to Rover?s Board of Directors. Robert T. Ishii, Remi P. Korenblit, Kristen Kercher, Michael Nordtvedt, John M. Brust, Scott A. McKinney, Dana J. Hall, Beau Buffier, Amy L. Simmerman, Ryan J. Greecher, Scott T. McCall, Michael D. Klippert, Rebecca L. Stuart, Matthew (Matt) Staples, Joshua F. Gruenspecht, Seth Cowell, Anne E. Seymour, Kimberley Biagioli and Gregory P. Broome of Wilson Sonsini Goodrich & Rosati, Professional Corporation acted as legal counsel to Rover. Evercore and Moelis & Company LLC acted as a financial advisor to Blackstone, and Sean Z. Kramer, Marshall P. Shaffer, Daniel E. Wolf, Christopher Burwell, Daniel Yip, Zach Miller, Rohit A. Nafday, Daniel Rios, Devin J. Heckman, Andrea Agathoklis Murino, Jack Coles, Melissa J. Hutson and Yuli Wang of Kirkland & Ellis LLP acted as legal counsel to Blackstone. Simpson Thacher & Bartlett LLP acted as legal advisor to True Wind. Equiniti Trust Company, LLC acted as transfer agent and Innisfree M&A Incorporated acted as proxy solicitor to Rover. Rover has agreed to pay Goldman Sachs a transaction fee of approximately $33 million, $3 million of which became payable upon the presentation by Goldman Sachs to the Rover Board of the results of the study Goldman Sachs undertook to determine whether it was able to render a fairness opinion in connection with the merger agreement, and the remainder of which is contingent upon consummation of the merger. Rover has agreed to pay Centerview Partners an aggregate fee of $5 million, all of which was payable upon the rendering of Centerview Partners? opinion.

Blackstone Management Partners L.L.C. completed the acquisition of Rover Group, Inc. (NasdaqGM:ROVR) from Madrona Venture Group, LLC, Foundry Ventures LLC, Menlo Ventures Management, L.P., True Wind Capital Management, L.P., Nebula Caravel Holdings, LLC and others on February 27, 2024. Trading of Rover?s Common Stock on Nasdaq was suspended prior to the opening of trading on Nasdaq on the Closing Date. As a result of the Merger, Aaron Easterly, Adam Clammer, Jamie Cohen, Venky Ganesan, Greg Gottesman, Scott Jacobson, Kristina Leslie, Erik Prusch, and Megan Siegler each voluntarily resigned from the board of directors of Rover.