Sycamore Partners II, a fund managed by Sycamore Partners as well as GTCR Fund XII/A LP, GTCR Fund XII/C LP and GTCR Co-Invest XII LP, all three funds managed by GTCR, LLC, entered into a definitive agreement to acquire CommerceHub, Inc. (NasdaqGM:CHUB.K) from John C. Malone and other shareholders for $1 billion on March 5, 2018. Under the terms of the transaction, each share of Series A, Series B and Series C Common Stock of CommerceHub will be converted into right to receive $22.75 per share in cash, treasury stocks of CommerceHub will be cancelled and cease to exist, options will be cashed out based on the difference between exercise price and offer price of $22.75 per share and each restricted stocks and restricted stock units will be cashed out on the offer price of $22.75 per share. Sycamore and GTCR has obtained debt financing commitments to finance the transaction. In addition, affiliates of each of Sycamore and GTCR have provided equity financing commitments to finance the equity portion of the transaction and executed a limited guarantee in favor of CommerceHub to guarantee, subject to the limitations described therein, the payment of Parent’s termination fee and certain other expense obligations of the agreement. As of April 2, 2018, Certain investment funds associated with GTCR and Sycamore provided equity commitment letters with an aggregate equity contribution up to $642 million and Jefferies Finance LLC, Golub Capital Markets LLC, KKR Corporate Lending LLC and HPS Investment Partners, LLC have committed to provide an aggregate principal amount of $465 million in debt financing, consisting of $320 million in senior secured first-lien loan facilities (consisting of a $30 million revolving credit facility and a $290 million term loan facility) and a $145 million senior secured second-lien loan facility. Post-acquisition, CommerceHub will become a privately held company and will cease to be a publicly traded company. In the event of termination, CommerceHub is obligated to pay to GTCR and Sycamore Partners an amount of $31.5 million in cash while GTCR and Sycamore Partners are obligated to pay an amount of $63 million in cash, equal to 6% of the proposed equity value of the transaction. Post-acquisition, CommerceHub will remain headquartered in Albany, NY, with offices in Seattle, WA and Hertford, England. The transaction is subject to customary closing conditions, including the approval by majority of the shareholders of CommerceHub, the expiration or termination of any waiting period applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act, delivery of payoff letters with respect to certain indebtedness of CommerceHub outstanding prior to closing and required regulatory approvals. CommerceHub’s Board of Directors unanimously approved the deal and recommended that stockholders vote their shares in favor of the transaction while the boards of GTCR and Sycamore Partners approved the transaction (via approval by board of their merger subsidiaries). As of April 6, 2018, the transaction received early termination notice from Federal Trade Commission. On May 18, 2018, CommerceHub stockholders approved the deal. The transaction is expected to close in the third quarter of 2018 and if not consummated by September 5, 2018, it could be terminated subject to any 75-day extension facilitated in the agreement due to any hold on certain approvals. As of May 8, 2018, closing of the merger is expected to occur in the second quarter of 2018. As of May 18, 2018, the transaction is expected to be completed on or about May 21, 2018. Gordon Caplan and Laura Delanoy of Evercore Group L.L.C. acted as financial advisors, provided fairness opinion and acted as brokers to CommerceHub. Renee L. Wilm, Jonathan Gordon, Adorys Velazquez, Beverly Reyes, Justin Blass, Bryan Henderson, Jennifer Ybarra, Stephen DiMaria, Tamar Stanley, Jon Lobb, Peter Farrell, Rob Fowler, Stephanie Jeane, Stephen Weissman, Paul Cuomo, Tom Carter and Dan Tristan of Baker Botts L.L.P. acted as legal advisors to CommerceHub. Stephen L. Ritchie, William B. Sorabella, Mikaal Shoaib, Sean D. Rodgers, James Faley, Christopher Thomas, Laura Sullivan, Peter Stach, Lauren Yeager, Christopher Butler, Judson Oswald and Jessica Woolf of Kirkland & Ellis LLP acted as legal advisors to GTCR, LLC and Sycamore Partners. D.F. King & Co., Inc. acted as information agent to CommerceHub and will receive a services fee of $7,500, plus customary disbursements. Evercore is entitled to receive (1) an opinion fee of $2 million, which was earned upon delivery of its fairness opinion and (2) a transaction fee of approximately $10.2 million, which Evercore will earn subject to and upon the consummation of the merger. Gordon Caplan, Laura Delanoy, Howard Block and Tai Fukumoto of Willkie Farr & Gallagher LLP acted as legal advisors to Evercore.