December 06, 2023 | Consumer Discretionary | North America | Ended

Rover Group / Blackstone: Deal Insight

Blackstone is taking private pet care company Rover Group (“Rover”) in $2.3bn all-cash buyout. Under the deal terms, announced on 29-Nov-23, Rover shareholders will receive $11 per share, representing a 29.4% one-day premium. Rover’s board has approved the merger agreement and recommends that Rover shareholders approve the transaction. The transaction is expected to close in 1Q’24, subject to Rover shareholder approval (50%) and the receipt of regulatory clearances, including HSR. The HSR filing is expected within 10 business days (by 13-Dec-23), and a preliminary proxy will be filed promptly following the ‘go-shop’ expiration on 29-Dec-23. Blackstone has provided an equity commitment letter and does not require any debt commitments, although it could consider adding some debt in the future, per Reuters sources. The merger agreement includes customary clauses on representations, warranties, covenants, and MAC with specific carve-outs for war and pandemic. The long-stop date is 29-May-24 while the termination fee is $72m ($36m during the go-shop), and Blackstone’s liability is capped at $144m. Deal Rationale Rover operates an online platform and mobile app that enables pet owners to effortlessly search, book, pay and review pet care providers. As of October 2023, the company held the world’s leading position for pet services apps based on iOS and Android reviews and average ratings. The company was founded in 2011 and went public in 2021 through a SPAC. By September 2023, it had recorded over ...

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