Thoma Bravo Fund XIV LP managed by Thoma Bravo, L.P. entered into a definitive agreement to acquire Stamps.com Inc. (NasdaqGS:STMP) for $6.1 billion on July 8, 2021. As reported, Thoma Bravo will acquire Stamps.com at an offer per share of $330 in cash. The holders of other securities will also receive the merger consideration. The acquisition will be financed with a combination of the proceeds of equity financing and debt financing. On July 8, 2021, Thoma Bravo entered into a debt commitment letter to receive certain debt financing in the amount of $2.6 billion. Debt financing for the transaction is being provided by Blackstone Credit, credit funds managed by Ares Management Corporation, PSP Investments Credit II USA LLC and Thoma Bravo Credit. As of August 30, 2021, Thoma Bravo has also obtained committed equity financing for the transaction from Thoma Bravo Fund XIV, L.P. and co-investors. Upon closing, Stamps.com will become a wholly owned subsidiary of Thoma Bravo. The agreement includes a 40-day go-shop period expiring August 18, 2021 which allows the Board and its advisors to actively initiate, solicit and consider alternative acquisition proposals from third parties. The Board will have the right to terminate the merger agreement to enter into a superior proposal subject to the terms and conditions of the merger agreement. Upon closing of the transaction, the Stamps.coms common stock will no longer be listed on any public market. Stamps.com will continue to be headquartered in El Segundo, California. In the event of termination of transaction, Thoma Bravo will be required to pay Stamps.com a termination fee of $365 million while Stamps.com will be required to pay Thoma Bravo a fee of $199 million representing 3%. However, the fee in such instance would be equal to $99.5 million if the superior proposal was with respect to the entry into a definitive acquisition agreement prior to August 17, 2021. The go-shop period expired on August 17, 2021.
The transaction is subject to customary closing conditions, including regulatory approval, approval by Stamps.com stockholders and receipt of regulatory approvals. The transaction is also subject to expiration or early termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction has been approved by Thoma Bravo Board. The transaction has been unanimously approved by the Board of Stamps.com. The Board of Stamps.com recommends the shareholders to vote in favor of the transaction. Ken McBride, Jeff Carberry, Matt Lipson, John Clem and Nathan Jones from Stamps.com have entered into voting agreements to vote in favor of adoption of the transaction. Stamps.com and the Thoma Bravo Fund made the filings required under the HSR Act on July 21, 2021 and the Austrian Cartel Act on July 29, 2021. As of August 30, 2021, the waiting period under the HSR Act has expired and declaratory clearance confirmation has been received under the Austrian Cartel Act. Stamps.com shareholders meeting is scheduled to be held on September 30, 2021. Stamps.com shareholders approved the transaction at a special meeting held on September 30, 2021. The transaction is expected to close in the third or fourth quarter of 2021. As of September 30, 2021, transaction is expected to close in the week of October 4, 2021.
J.P. Morgan Securities LLC is acting as exclusive financial advisor and provided fairness opinion to Stamps.com and Ben Orlanski, Kristian Herrmann, Michael Fernhoff, Andrea Rattner, Wai Choi, Andy Bettwy, Jin Joo, John Ingrassia, Jade-Alexandra Fearns, and Daniel I. Ganitsky of Proskauer Rose LLP are acting as its legal counsel. Michele Cohen, Shekhar Kumar, Danny Choi and Kristopher Villarreal of Paul Hastings LLP acted as legal advisors to Blackstone Credit, Ares Corporation and PSP Investments Credit II USA LLC on the debt financing. Theodore A. Peto, Peter Stach, and Brian Ford of Kirkland & Ellis LLP are serving as legal advisors for Thoma Bravo. Charles Ruck, Amro Suboh and Nolan Fargo of Latham & Watkins LLP are advising the banks. Computershare Trust Company, N.A. acted as transfer agent for Stamps.com. D.F. King & Co, Inc. acted as proxy solicitor for Stamps.com for a fee of approximately $15,000 plus expenses. For services rendered in connection with the merger, Stamps.com has agreed to pay J.P. Morgan an aggregate fee of approximately $48 million, $4 million of which became payable to J.P. Morgan at the time of delivery its opinion and the remainder of which is contingent and payable upon the consummation of the merger.
Thoma Bravo Fund XIV LP managed by Thoma Bravo, L.P. completed the acquisition of Stamps.com Inc. (NasdaqGS:STMP) on October 5, 2021. Thoma Bravo funded the payments required to complete the merger with a combination of the proceeds of equity financing provided by the Thoma Bravo Fund XIV, L.P., co-investors and debt financing sources.
In connection with the Merger, each of the following directors of Stamps.com, Mohan P. Ananda, David C. Habiger, G. Bradford Jones, Katie May and Theodore R. Samuels resigned as directors of the board of directors of Stamps.com and from all committees of the Board on which such directors served. The officers of Stamps.com as of immediately prior to the Effective Time will be the officers of the Surviving Corporation until their successors are duly appointed. In accordance with the terms of the Merger Agreement, the directors of Merger Sub immediately prior to the Effective Time, which consisted of Ken McBride, Jeff Carberry and Matthew Lipson, became the directors of Stamps.com immediately after the Effective Time. Stamps.com common stock has ceased trading on, and will be de-listed from, the NASDAQ Global Select Market.