Certain funds managed by Apollo Global Management, LLC entered into a definitive agreement to acquire Shutterfly, Inc. (NasdaqGS:SFLY) for $1.9 billion on June 10, 2019. Under the terms of the agreement, Apollo Global Management, LLC will acquire all the outstanding shares of Shutterfly for $51 per share in cash. In addition, each option to purchase common stock of Shutterfly, each restricted stock unit of the Shutterfly, each performance-based restricted stock unit of Shutterfly and each market-based restricted stock unit of Shutterfly that is outstanding as of the effective time, will be converted into the right to receive an amount in cash equal to the product of the aggregate number of shares of Shutterfly subject to such award multiplied by $51 (minus, in the case of options, the applicable per share exercise price). In a related transaction, certain funds managed by Apollo Global Management, LLC entered into a definitive agreement to acquire Snapfish, LLC and combine it with Shutterfly. Apollo Global Management, LLC has secured committed financing, consisting of a combination of equity to be provided by the certain funds managed by Apollo Global Management, LLC providing for an equity commitment of up to $890 million and committed debt financing pursuant to a debt commitment letter entered into as of June 10, 2019, consisting of a $1,650 million senior secured term facility, a $300 million senior secured revolving facility and a $450 million senior unsecured bridge facility. Debt financing for the transaction is being provided by Barclays, Citi and SunTrust Robinson Humphrey, Inc. Upon completion of the transaction, Shutterfly will become a privately held company, and its shares will no longer be listed on the NASDAQ Global Select Market.

The merger agreement provides that Shutterfly would be required to pay Apollo Global Management, LLC a termination fee of $51.2 million in certain circumstances and Apollo Global Management, LLC would be required to pay Shutterfly a termination fee of $102.5 million in other certain circumstances. Shutterfly will remain headquartered in the Bay Area. The transaction is subject to customary closing conditions, including approval by Shutterfly's stockholders and receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Board of Directors of Shutterfly unanimously approved the agreement and recommended that Shutterfly's stockholders vote in favor of the transaction. The transaction has also been approved by the Board of Apollo Global Management, LLC. The Board of Directors of Shutterfly received an opinion from Morgan Stanley & Co. LLC to the effect that the consideration to be received by Shutterfly's stockholders is fair from financial point of view. As of July 17, 2019, early termination of waiting period from Federal Trade Commission was obtained. A special meeting of stockholders of Shutterfly, Inc. will be held on August 28, 2019. The transaction is expected to close by early fourth quarter 2019.

Morgan Stanley & Co. LLC acted as financial advisor and fairness opinion provider to Shutterfly while Gordon K. Davidson, David K. Michaels, Victoria Lupu, Ryan Mitteness, Katherine Duncan, David Frydman, Chelsea Anderson, Ammanuel Gebeyehu, Shweta Kumar, Carson Jackson, Shawn Lampron, Marshall Mort, Hans Andersson, Corinne Nhaissi, Jonathan Millard, Christopher Joslyn, Julia Arruda, Lise Berichel, Floris de Wit, Shizuka Tiernan, Emily Bullis, Ed Heffernan, Amy Brown, Gina Damiano, Shitel Chanan, William Skinner and Ora Grinberg of Fenwick & West LLP acted as its legal advisors. Barclays, Citi, SunTrust Robinson Humphrey, Inc., LionTree, UBS and Evercore acted as financial advisors to Apollo Global Management, LLC. Taurie Zeitzer, Justin Rosenberg, Daniel Layfield, Mark Wlazlo, Gregory Ezring, Gabriella Toossi, Corinne Musa, Andrew Gaines, Jason Ertel, Jarrett Hoffman, Chuck Googe, Brian Grieve, Brad Okun, Brian Janson, Jonathan Kanter, Gregory Laufer, Jonathan Hurwitz, Mitchell Berg, Matthew Goldstein, Yuni Sobel and Marta Kelly of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Apollo Global Management, LLC. Gibson, Dunn & Crutcher LLP acted as the legal advisor to Morgan Stanley in the transaction. MacKenzie Partners, Inc. acted as proxy solicitor for Shutterfly and will be paid for a fee of approximately $50,000. Shutterfly agreed to pay Morgan Stanley a fee of approximately $31 million for its services, $2.5 million of which became due and payable upon the execution of the merger agreement and the remainder of which is contingent upon the consummation of the merger.