Blackstone Management Partners LP 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. 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. 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 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. The transaction is currently expected to close in the first quarter of 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. Michael Nordtvedt, Robert Ishii and Remi Korenblit 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.