SEC Comment Letter 0000000000-24-010805 to Squarespace, Inc. (CIK 0001496963)
Squarespace, Inc. (CIK 0001496963)
Date: Sept. 23, 2024 · CIK: 0001496963 · Accession: 0000000000-24-010805
AI Filing Summary & Sentiment
Letter
Re: Squarespace, Inc. Schedule 13E-3 filed September 17, 2024 Schedule 14D-9 filed September 16, 2024 File No. 005-93410 Dear Anthony Casalena:
September 23, 2024
Anthony Casalena Chief Executive Officer Squarespace, Inc. 225 Varick Street, 12th Floor New York, NY 10014
We have reviewed your filings and have the following comments.
Please respond to these comments by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments. All defined terms used herein have the same meaning as in your Schedule 14D-9, unless otherwise indicated.
Schedule 13E-3 filed September 17, 2024 and Schedule 14D-9 filed September 16, General
1. Item 4 of Schedule 13E-3 requires a description of, among other things, any provision made by the filing person in connection with the transaction to grant unaffiliated security holders access to the corporate files of the filing person or to obtain counsel or appraisal services at the expense of the filing person. See Item 1004(e) of Regulation M-A. We note that the sections incorporated by reference do not include such information. Please revise, or otherwise advise. If no provision was made, so state. 2. Item 10 of Schedule 13E-3 requires a description of, among other things, any material conditions to the financing of the transaction. See Item 1007(b) of Regulation M-A. We note that the sections incorporated by reference do not disclose the material conditions in the Equity Commitment Letters. Please revise, or otherwise advise. 3. In circumstances where the registrant elects to incorporate by reference the information required by Item 1010(a) of Regulation M-A, all of the summarized financial information September 23, 2024 Page 2
required by Item 1010(c) must be disclosed in the document furnished to security holders. See Instruction 1 to Item 13 of Schedule 13E-3. In addition, please refer to telephone interpretation I.H.7 in the July 2001 supplement to our Manual of Publicly Available Telephone Interpretations that is available on the Commission s website at http://www.sec.gov for guidance on complying with a similar instruction in the context of a bidder in a tender offer. Please revise the Schedule 14D-9 to include the information required by Item 1010(c) of Regulation M-A. 4. We note the reference to the Proxy Statement in the fifth paragraph on page 18 and in the last paragraph on page 44 of the Schedule 14D-9. Whereas the "Proxy Statement" is defined on page 9 of the Schedule 14D-9 as "Squarespace s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 22, 2024," it appears that the references to the Proxy Statement on pages 18 and 44 are referring to Squarespace s Definitive Proxy Statement on Schedule 14A, filed on August 22, 2024. Please revise, or otherwise advise. Item 3. Past Contacts, Transactions, Negotiations and Agreements, page 6
5. We note the description of the Fee Funding Agreement and the Equity Commitment Letters on page 7 of the Schedule 14D-9. Please further expand this disclosure to describe all material provisions of the Fee Funding Agreement and the Equity Commitment Letters. See Item 5 of Schedule 13E-3 and Item 1005(e) of Regulation M-A. 6. Refer to the following disclosures:
The second paragraph on page 7 of the Schedule 14D-9 that the summary of the Confidentiality Agreement does not purport to be complete The fourth paragraph on page 7 of the Schedule 14D-9 that the summary of the Fee Funding Agreement does not purport to be complete The sixth paragraph on page 7 of the Schedule 14D-9 that the summary of the Equity Commitment Letters do[es] not purport to be complete The fourth paragraph on page 8 of the Schedule 14D-9 that the summary of the Tender and Support Agreements does not purport to be complete
Please revise to remove the implication that these summaries are not complete. While you may include appropriate disclaimers concerning the nature of a summary generally, it must be complete in describing all material terms. You can direct investors to read exhibits or annexes for a more complete description. 7. Please revise the subsection entitled Arrangements between Squarespace and its Executive Officers, Directors and Affiliates on page 8 of the Schedule 14D-9 to describe all of the conflicts of interests specified in Item 1005(d) of Regulation M-A. For example, please revise to discuss the Special Committee's compensation, Mr. Casalena s continued employment with the Surviving Corporation, Mr. Levy s employment by an entity affiliated with General Atlantic, and Mr. Braccia's employment by an entity affiliated with the Accel Rollover Stockholders. September 23, 2024 Page 3 Item 9. Exhibits, page 73
8. We note that the Confidentiality Agreement filed as Exhibit (e)(3) to the Schedule 14D-9 has been incorporated by reference to Exhibit (d)(2) to the Schedule TO. However, it does not appear that the Confidentiality Agreement has been filed as an exhibit to the Schedule TO. Please revise.
We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to Shane Callaghan at 202-551-6977 or Perry Hindin at 202- 551-3444.
Sincerely,
Division of
Corporation Finance
Office of Mergers &
Acquisitions
Show Raw Text
<DOCUMENT>
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<TEXT>
September 23, 2024
Anthony Casalena
Chief Executive Officer
Squarespace, Inc.
225 Varick Street, 12th Floor
New York, NY 10014
Re: Squarespace, Inc.
Schedule 13E-3 filed September 17, 2024
Schedule 14D-9 filed September 16, 2024
File No. 005-93410
Dear Anthony Casalena:
We have reviewed your filings and have the following comments.
Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional
comments. All
defined terms used herein have the same meaning as in your Schedule 14D-9,
unless otherwise
indicated.
Schedule 13E-3 filed September 17, 2024 and Schedule 14D-9 filed September 16,
2024
General
1. Item 4 of Schedule 13E-3 requires a description of, among other things,
any provision
made by the filing person in connection with the transaction to grant
unaffiliated security
holders access to the corporate files of the filing person or to obtain
counsel or appraisal
services at the expense of the filing person. See Item 1004(e) of
Regulation M-A. We
note that the sections incorporated by reference do not include such
information. Please
revise, or otherwise advise. If no provision was made, so state.
2. Item 10 of Schedule 13E-3 requires a description of, among other things,
any material
conditions to the financing of the transaction. See Item 1007(b) of
Regulation M-A. We
note that the sections incorporated by reference do not disclose the
material conditions in
the Equity Commitment Letters. Please revise, or otherwise advise.
3. In circumstances where the registrant elects to incorporate by reference
the information
required by Item 1010(a) of Regulation M-A, all of the summarized
financial information
September 23, 2024
Page 2
required by Item 1010(c) must be disclosed in the document furnished to
security holders.
See Instruction 1 to Item 13 of Schedule 13E-3. In addition, please
refer to telephone
interpretation I.H.7 in the July 2001 supplement to our Manual of
Publicly Available
Telephone Interpretations that is available on the Commission s
website at
http://www.sec.gov for guidance on complying with a similar instruction
in the context of
a bidder in a tender offer. Please revise the Schedule 14D-9 to include
the information
required by Item 1010(c) of Regulation M-A.
4. We note the reference to the Proxy Statement in the fifth paragraph on
page 18 and in the
last paragraph on page 44 of the Schedule 14D-9. Whereas the "Proxy
Statement" is
defined on page 9 of the Schedule 14D-9 as "Squarespace s Definitive
Proxy Statement
on Schedule 14A, filed with the SEC on April 22, 2024," it appears that
the references to
the Proxy Statement on pages 18 and 44 are referring to Squarespace s
Definitive Proxy
Statement on Schedule 14A, filed on August 22, 2024. Please revise, or
otherwise advise.
Item 3. Past Contacts, Transactions, Negotiations and Agreements, page 6
5. We note the description of the Fee Funding Agreement and the Equity
Commitment
Letters on page 7 of the Schedule 14D-9. Please further expand this
disclosure to describe
all material provisions of the Fee Funding Agreement and the Equity
Commitment
Letters. See Item 5 of Schedule 13E-3 and Item 1005(e) of Regulation
M-A.
6. Refer to the following disclosures:
The second paragraph on page 7 of the Schedule 14D-9 that the
summary of the
Confidentiality Agreement does not purport to be complete
The fourth paragraph on page 7 of the Schedule 14D-9 that the
summary of the Fee
Funding Agreement does not purport to be complete
The sixth paragraph on page 7 of the Schedule 14D-9 that the
summary of the Equity
Commitment Letters do[es] not purport to be complete
The fourth paragraph on page 8 of the Schedule 14D-9 that the
summary of the
Tender and Support Agreements does not purport to be complete
Please revise to remove the implication that these summaries are not
complete. While you
may include appropriate disclaimers concerning the nature of a summary
generally, it
must be complete in describing all material terms. You can direct
investors to read
exhibits or annexes for a more complete description.
7. Please revise the subsection entitled Arrangements between
Squarespace and its
Executive Officers, Directors and Affiliates on page 8 of the
Schedule 14D-9 to describe
all of the conflicts of interests specified in Item 1005(d) of
Regulation M-A. For example,
please revise to discuss the Special Committee's compensation, Mr.
Casalena s continued
employment with the Surviving Corporation, Mr. Levy s employment by an
entity
affiliated with General Atlantic, and Mr. Braccia's employment by an
entity affiliated with
the Accel Rollover Stockholders.
September 23, 2024
Page 3
Item 9. Exhibits, page 73
8. We note that the Confidentiality Agreement filed as Exhibit (e)(3) to
the Schedule 14D-9
has been incorporated by reference to Exhibit (d)(2) to the Schedule TO.
However, it does
not appear that the Confidentiality Agreement has been filed as an
exhibit to the Schedule
TO. Please revise.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Shane Callaghan at 202-551-6977 or Perry
Hindin at 202-
551-3444.
Sincerely,
Division of
Corporation Finance
Office of Mergers &
Acquisitions
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