Item 8.01. Other Events.

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On March6, 2018, CommerceHub,Inc. (“CommerceHub”) issued a press release announcing the execution of an Agreement and Plan of Merger, dated as of March5, 2018, by and among CommerceHub, Great Dane Parent, LLC (“Parent”), and Great Dane Merger Sub,Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub were formed by affiliates of GTCR, LLC (“GTCR”) and Sycamore Partners Management, L.P. (“Sycamore”). A copy of the press release is attached hereto as Exhibit99.1 and is incorporated by reference herein.

This press release is being filed herewith as Exhibit99.1 to this Current Report on Form8-K in compliance with Rule14a-12 of the Securities Exchange Act of 1934, as amended, and is hereby incorporated by reference into this Item 8.01.

Forward-looking Statements

The press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the proposed acquisition of CommerceHub by affiliates of GTCR and Sycamore, including the expected timing of the completion of the transaction, the expected benefits of the transaction and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the satisfaction of conditions to the proposed acquisition of CommerceHub. These forward-looking statements speak only as of the date of the press release, and CommerceHub expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of CommerceHub, including its most recent Annual Report on Form10-K and Quarterly Reports on Form10-Q, for risks and uncertainties related to CommerceHub’s business which may affect the statements made in the press release.

Additional Information

Nothing in the press release shall constitute a solicitation to buy or an offer to sell shares of any series of CommerceHub’s common stock. CommerceHub stockholders and other investors are urged to read the proxy statement to be filed with the SEC because it will contain important information relating to the proposed acquisition of CommerceHub by affiliates of GTCR and Sycamore. Copies of CommerceHub’s SEC filings are available free of charge at the SEC’s website ( Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by directing a request to Investor Relations at [email protected]

Participants in the Solicitation

The directors and executive officers of CommerceHub and other persons may be deemed to be participants in the solicitation of proxies in respect of any proposals relating to the proposed acquisition of CommerceHub. Information regarding the directors and executive officers of CommerceHub will be available in its preliminary proxy statement, which will be filed with the SEC, and certain of its Current Reports on Form8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials regarding the foregoing to be filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits




Press Release, dated March6, 2018

CommerceHub, Inc. Exhibit
EX-99.1 2 a18-7501_1ex99d1.htm EX-99.1 Exhibit 99.1     CommerceHub Announces Definitive Agreement to be Acquired by GTCR and Sycamore Partners for $1.1 Billion   GTCR and Sycamore Partners to acquire all outstanding shares of Series A,…
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CommerceHub, Inc. operates a cloud-based e-commerce fulfillment and marketing software platform of integrated supply, demand and delivery solutions for large retailers, online marketplaces and digital marketing channels, as well as consumer brands, manufacturers, distributors and other market participants. The Company’s software platform acts as a hub that allows trading partners to develop and maintain omni-channel commercial relationships in consumer and business-to-business e-commerce markets. Approximately 9,500 trading partners have access to its platform daily to exchange critical information with each other, including orders, invoices, product information and other electronic documents. The Company provides its customers with the solutions, including Supply Solutions, Demand Solutions and Delivery Solutions. In addition to its cloud-based software, the Company provides customers with access to various services, such as supplier onboarding and performance marketing.

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