Apollo Acquiring Shutterfly And Snapfish: Details You Should Know About

By Amit Chowdhry ● June 11, 2019
  • The funds managed by affiliates of Apollo Global Management announced it is acquiring Shutterfly and Snapfish.
  • The value of the Shutterfly deal is $2.7 billion, but the Snapfish transaction details were undisclosed

The funds managed by affiliates of Apollo Global Management, LLC (together with its consolidated subsidiaries, “Apollo”) (NYSE: APO) have announced the acquisition of photo-sharing and retailer services Shutterfly and Snapfish. The Shutterfly acquisition was in an all-cash transaction valued at $2.7 billion.

Shutterfly Deal

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Shutterfly stockholders are receiving $51 per share in cash in a deal that has an enterprise value of $2.7 billion. And Apollo Funds have separately entered a definitive agreement with Snapfish. The $51.00 per share cash consideration is a 31% premium when compared to Shutterfly’s unaffected closing stock price of $38.91 on April 23, 2019 — which is the last trading day before a media report was published speculating that Apollo Funds was considering a bid for Shutterfly. Shutterfly’s board of directors unanimously approved the agreement with the Apollo Funds and is encouraging Shutterfly stockholders to vote in favor of the transaction.

“We are extremely excited for our funds to acquire Shutterfly,” said Apollo senior partner David Sambur. “At a time when billions of photos are taken every day, Shutterfly has led the charge as a pioneer of personalized photo products and school photography, helping consumers capture, preserve and share life’s most important moments. We look forward to working with Shutterfly’s talented employees and supporting further investments in technology to drive the continued growth and success of the business.”

The Shutterfly transaction is expected to close by the early fourth quarter of 2019. And the transaction is subject to customary closing conditions including approval by Shutterfly shareholders and receipt of approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. This transaction is not conditioned on the closing of Apollo Funds’ deal for Snapfish.

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Upon the closing of the Shutterfly transaction, Shutterfly will become a privately held company and its shares will no longer be listed on the NASDAQ Global Select Market.

Snapfish Deal

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After the Snapfish transaction closes, the Snapfish owners will become significant minority owners in the combined Shutterfly and Snapfish business. The Snapfish transaction is subject to specified closing conditions including the completion of the Apollo Funds’ acquisition of Shutterfly receipt of approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. And the Snapfish deal is expected to close at the same time as the Shutterfly acquisition.

“We look forward to working with the Apollo Funds. The Apollo Funds bring substantial financial resources as we continue to invest in innovation, as well as valuable strategic perspectives to drive growth over the coming years,” added Snapfish Chairman and District Photo, Inc. CEO Neil Cohen. “We are committed to supporting the company and continuing our relationship as a fulfillment partner.”

The Advisors And Financing Providers

The financing is being provided by Barclays, Citi and SunTrust Robinson Humphrey, Inc. (or a lending affiliate) — who are also serving as financial advisors to the Apollo Funds. LionTree is serving as lead financial advisor to the Apollo Funds. And Evercore is also acting as financial advisor to the Apollo Funds. The legal counsel to the Apollo Funds is Paul, Weiss, Rifkind, Wharton & Garrison LLP.

Morgan Stanley & Co. LLC is the financial advisor to Shutterfly and Fenwick & West LLP is acting as its legal counsel. And UBS Investment Bank is acting as financial advisor to both the Apollo Funds in connection with the Shutterfly transaction and District Photo, Inc. in connection with the Snapfish transaction. And Arent Fox LLP is acting as legal counsel to Snapfish.

“We are thrilled to partner with two pioneers of the photo personalization industry in these innovative transactions,” said Sambur added. “We are confident that this transaction will create an opportunity for innovation and continued growth in the photo and personalized photo products industry. We are excited to work with Neil and the Snapfish team in this transaction, and to benefit from their market expertise after three generations in the photo product business. We believe that both companies will be better positioned to operate in a competitive marketplace through their enhanced ability to invest in product innovation to deliver the best consumer experience.”

Featured image: David Sambur via Apollo