Durational Capital Management LP entered into a definitive agreement to acquire Casper Sleep Inc. (NYSE:CSPR) for approximately $310 million in a going private deal on November 14, 2021. Under the terms of the agreement, Casper common stockholders will receive cash consideration of $6.9 per share, representing a 94% premium to the closing share price on November 12, 2021, the last trading day prior to this announcement and a premium of approximately 80% to the 30-day volume weighted average price ending November 12, 2021. Durational will finance the transaction through the combination of equity of $372.15 million and debt financing of $100 million. Durational has committed debt financing led by KKR Credit and Callodine Commercial Finance, LLC. Following the completion of the transaction, Casper Sleep Inc. will be a wholly owned subsidiary of Marlin. In case of deal termination under certain circumstances, Casper Sleep will pay Durational Capital, termination fee of $9.14 million. On the other hand, termination fee payable by Durational Capital to Casper Sleep is $24.375 million. Upon closing the transaction, Casper will operate as a privately held company and will remain based in New York. A special meeting of Casper stockholders to consider and vote on the proposal to adopt the merger agreement will be held on January 19, 2022.

The transaction is subject to customary closing conditions, including Casper stockholder approval, the expiration or termination of the applicable waiting period under the HSR Act. Casper's Board of Directors has unanimously approved the transaction and recommends that Casper stockholders approve the transaction and adopt the merger agreement. Durational Capital Management's Board also unanimously approved the transaction. Officers and directors of Casper and affiliated investors, who in the aggregate own or control approximately 28% of the Company's outstanding shares, have agreed to vote in favor of the transaction. The transaction is not subject to a financing condition. According to the preliminary results announced at Casper's Special Meeting of Stockholders held on January 19, 2022, approximately 69.5% of the vote represented by Casper's outstanding stock were voted in favor of the Merger Agreement. The transaction is expected to close in the first quarter of 2022. As of January 19, 2022, the transaction is expected to close during the week of January 24, 2022.

Jonathan L. Davis, Joshua Kogan, Francisco J. Morales Barrón, David Sherman, Suzannah Hacking, Jason Kanner, James Dickson, Michael Krasnovsky, and Jared Whalen of Kirkland & Ellis LLP acted as legal advisors to Durational Capital Partners. Marc Jaffe, Justin Hamill, Josh Dubofsky, Ian Schuman, Adam Gelardi, Jenna Cooper, Lisa Watts, Bradd Williamson, Mandy Reeves, Jeffrey Tochner, Blair Connelly, Ryan deFord and Robert Blamires of Latham & Watkins LLP acted as legal advisors to Casper Sleep. Jefferies LLC acted as financial advisor and fairness opinion provider to Casper Sleep. American Stock Transfer & Trust Company, LLC acted as transfer agent to Casper and Innisfree M&A Inc. acted as information agent to Casper.

Durational Capital Management LP completed the acquisition of Casper Sleep Inc. (NYSE:CSPR) in a going private deal on January 25, 2022. On closing, Casper Sleep Inc. repaid in full of approximately $15.7 million (except for existing contingent reimbursement obligations under certain existing letters of credit which were cash collateralized or otherwise backstopped) all indebtedness and other amounts outstanding and owed under that certain credit agreement, dated as of November 10, 2020 and terminated the Wells Fargo Credit Agreement. Casper Sleep Inc. also repaid in full all indebtedness and other amounts outstanding of $70.84 million and owed under that certain plain English growth capital loan and security agreement, dated as of March 1, 2019 and terminated the Growth Capital Loan Agreement. The Board of Directors of Casper Sleep including Krim, Emilie Arel, Neil Parikh, Anthony Florence, Diane Irvine, Karen Katz, Jack Lazar, Benjamin Lerer and Dani Reiss ceased serving in such capacity. Emilie Arel and Michael Monahan were appointed as the Directors of Casper Sleep. The officers of Casper Sleep immediately prior to the transaction remained as officers of Casper Sleep.