Commerce Technologies, LLC entered into a definitive agreement to acquire ChannelAdvisor Corporation (NYSE:ECOM) from Janus Henderson Group plc (NYSE:JHG) and others for approximately $710 million on September 4, 2022. Under the terms of the agreement, ChannelAdvisor stockholders will receive $23.10 per share in cash. Financing for the transaction is being provided by Sixth Street and Golub Capital LLC. Upon completion of the transaction, ChannelAdvisor will become a privately held company and shares of ChannelAdvisor common stock will no longer be listed on any public market. Investors that participated in this transaction include Insight Venture Management, LLC, GTCR LLC, Sycamore Partners Management, L.P. and Goldman Sachs Asset Management, L.P. Funds affiliated with GTCR, a fund affiliated with Sycamore Partners, and United Parcel Service of America, Inc. have each delivered an equity commitment letter pursuant to which they have committed to capitalize Commerce Technologies with an aggregate equity contribution of $325 million at the closing of the merger. Debt financing of up to $385 million for the transaction is being provided by Sixth Street and Golub Capital LLC. ChannelAdvisor will be required to pay a termination fee of $23 million in case of termination of the transaction under certain circumstance. Commerce Technologies will be required to pay ChannelAdvisor a termination fee of $62 million in the event that the merger agreement is terminated under certain specified circumstances.

The transaction is subject to customary closing conditions, including receipt of regulatory approvals, expiration or termination of any waiting periods applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval by ChannelAdvisor's stockholders. The transaction is not subject to a financing condition. The boards of directors of both companies have unanimously approved the transaction. On October 19, 2022, the waiting period applicable to the transaction under the HSR Act expired. As of November 11, 2022, the transaction was approved by the shareholders of ChannelAdvisor at its special meeting of stockholders. The transaction is expected to close in 2022. The transaction is expected to close in the fourth quarter of 2022. As of October 20, 2022, the transaction is expected to close on November 16, 2022.

Robert W. Baird & Co. Incorporated is serving as financial advisor with a service fee of $9.8 million and fairness opinion provider with a service fee of $1.25 million to ChannelAdvisor and Ben Beerle and Brian Leaf of Cooley LLP is acting as legal counsel to ChannelAdvisor. Mark Baillie, Jason Stack, Zeeshan Memon and Austin Swank of Stifel Financial Corp. (NYSE:SF) and District Capital Partners are serving as financial advisors to Commerce Technologies. Matthew J. Guercio and Erin Kinney of Willkie Farr & Gallagher LLP is acting as legal advisor to Commerce Technologies and Paul, Weiss, Rifkind, Wharton & Garrison LLP are acting as debt financing legal advisor to Commerce Technologies. Christopher Thomas,Ryan D. Harris, Kyle P. McHugh of Kirkland & Ellis LLP served as legal advisor to GTCR and Sycamore Partners and Katherine Krause and Si Sun of Simpson Thacher & Barlett LLP served as legal advisor to Goldman Sachs Asset Management. Latham & Watkins LLP are acting as legal advisors to the Financing Sources. Computershare Trust Company, National Association acted as transfer agent and MacKenzie Partners, Inc. acted as information agent with a service fee of $20,000 to ChannelAdvisor. J.P. Morgan acted as financial advisor to United Parcel Service, Inc. on its investment in CommerceHub, Inc.

Commerce Technologies, LLC completed the acquisition of ChannelAdvisor Corporation (NYSE:ECOM) from Janus Henderson Group plc (NYSE:JHG) and others on November 15, 2022. With the completion of the transaction, ChannelAdvisor shares have ceased trading and the delisting process has been initiated on the New York Stock Exchange. As a result of the transaction, ChannelAdvisor became a wholly owned subsidiary of Commerce Technologies, LLC. The combined company will be led by Bryan Dove, CommerceHub Chief Executive Officer. ChannelAdvisor Chief Executive Officer, David Spitz, will work with Bryan Dove and the combined team through the end of the calendar year on the transition process. Upon Closing, Timothy J. Buckley, Joseph L. Cowan, Janet R. Cowell, Linda Crawford, Marshall A. Heinberg, Himanshu S. Palsule, David J. Spitz, Timothy V. Williams, and M. Scot Wingo ceased serving as a member of the board of directors of ChannelAdvisor and each committee thereof.