WeddingWire’s $933 Million Combination with XO Group, Inc.


Allen & Company LLC is serving as financial advisor to XO Group. Wachtell Lipton Rosen & Katz is serving as legal advisor to XO Group. J.P. Morgan Securities LLC, is serving as financial advisor to WeddingWire and Jefferies LLC and RBC Capital Markets are serving as financial advisors to the Permira Funds. Fried, Frank, Harris, Shriver & Jacobsen LLP and Wilson Sonsini Goodrich & Rosati are serving as legal advisors to the Permira Funds and WeddingWire. Additionally, JPMorgan Chase Bank, N.A., UBS AG, Stamford Branch, Jefferies Finance LLC and RBC Capital Markets have provided debt financing commitments as part of the transaction.

XO Group Inc (NYSE:XOXO), the operator of The Knot, a leading digital marketplace connecting engaged couples with wedding professionals, has signed a definitive agreement whereby XO Group will become a privately held company and merge with WeddingWire, Inc. in a transaction valued at $933 million. Under the terms of the agreement, XO Group shareholders will receive $35.00 per share in cash, representing a 44% premium to XO Group’s 12-month average closing price and a 27% premium to XO Group’s closing price as of Monday, September 24, 2018. XO Group’s Board of Directors has unanimously approved the transaction, which is expected to close in the first half of 2019. Upon closing, the combined company will be owned by the Permira Funds and Spectrum Equity, who are current investors in WeddingWire.

The combined company will maintain both brands, The Knot and WeddingWire, as separate consumer products so that couples can continue to enjoy both offerings, while delivering enhanced value to wedding professionals and partners across the globe. Following closing, XO Group CEO Mike Steib and WeddingWire CEO Tim Chi will serve as co-CEOs of the combined company.


The two companies have over 1,700 employees and serve engaged couples and wedding professionals in 15 countries across North America, Europe, Latin America, and Asia through global wedding brands The Knot, WeddingWire, Bodas.net, Matrimonio.com, WeddingWire.in and more. As a unified company, it will be better positioned to provide consumer offerings focused on the highly competitive $250 billion global wedding industry across both of its primary brands, WeddingWire and The Knot. The companies will build upon their more than four decades of combined expertise to redefine the category and continue to transform both the consumer and vendor experiences for the better. Together, engaged couples around the world will gain access to richer content, inspiration, registry services, and planning tools. Vendors, retailers, and national brands will benefit from enhanced advertising and marketing reach to the expansive global wedding audience, as well as industry-leading tools and analytics to help grow their businesses.

Under the agreement, XO Group shareholders will receive $35 in cash for each share of XO Group upon consummation of the transaction. The acquisition price represents a premium of 27% to XO Group’s closing price on September 24, a premium of 44% to the 12 month average closing price, and exceeds the highest closing price in XO Group’s 19-year history as a public company. The Permira Funds and Spectrum Equity – current lead investors in WeddingWire – will finance the transaction.

The transaction is expected to close in the first half of 2019 and is subject to the satisfaction of customary closing conditions, including the expiration of the required regulatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the approval of XO Group’s shareholders.

Wachtell, Lipton, Rosen & Katz advised XO Group with a team including Sabastian V. Niles and Gordon S. Moodie.

Fried Frank acted as counsel to Permira and its portfolio company, WeddingWire with a team including corporate partners Brian T. Mangino (Picture), Robert C. Schwenkel, corporate partners Michael T. Gershberg, J. Christian Nahr, and Caroline Sandberg; antitrust and competition partners Nathaniel L. Asker and Tobias Caspary; executive compensation & ERISA partner Adam Kaminsky; intellectual property and technology partner Amir R. Ghavi; litigation partners Una A. Dean and Steven M. Witzel; tax partner Alan S. Kaden; corporate special counsel Bret T. Chrisope; corporate real estate special counsel Jessica H. Mayes; litigation special counsel Nathan M. Erickson; corporate associates Samuel A. Borland, Kendra Clark, Melissa S. Doura, Felycia F. Itza, Alison McCormick, P. Ryan Messier, Alyssa Miller, Adam J. Ross, and Justin A. Schenck; corporate real estate associate Tali Panken; antitrust and competition associates Julie Flandrin, Matthew E. Joseph, Aleksandr B. Livshits, and Neda Moussavi; executive compensation & ERISA associates Stephanie Matko and Jaclyn I. Waters; intellectual property and technology associate Alana Berrocal Rodriguez; litigation associates Arthur Kutoroff and Renee E. Turner; restructuring and insolvency associate Nancy M. Bello; tax associate Shane C. Hoffmann; and corporate law clerk Annie Chen.

Involved fees earner: Brian Mangino – Fried Frank Harris Shriver & Jacobson; Robert Schwenkel – Fried Frank Harris Shriver & Jacobson; Michael Gershberg – Fried Frank Harris Shriver & Jacobson; Christian Nahr – Fried Frank Harris Shriver & Jacobson; Caroline Sandberg – Fried Frank Harris Shriver & Jacobson; Bret Chrisope – Fried Frank Harris Shriver & Jacobson; Samuel Borland – Fried Frank Harris Shriver & Jacobson; Kendra Clark – Fried Frank Harris Shriver & Jacobson; Melissa Doura – Fried Frank Harris Shriver & Jacobson; Felycia Itza – Fried Frank Harris Shriver & Jacobson; Alison McCormick – Fried Frank Harris Shriver & Jacobson; Ryan Messier – Fried Frank Harris Shriver & Jacobson; Alyssa Miller – Fried Frank Harris Shriver & Jacobson; Adam Ross – Fried Frank Harris Shriver & Jacobson; Justin Schenck – Fried Frank Harris Shriver & Jacobson; Nathaniel Asker – Fried Frank Harris Shriver & Jacobson; Tobias Caspary – Fried Frank Harris Shriver & Jacobson; Julie Flandrin – Fried Frank Harris Shriver & Jacobson; Matthew Joseph – Fried Frank Harris Shriver & Jacobson; Aleksandr Livshits – Fried Frank Harris Shriver & Jacobson; Neda Moussavi – Fried Frank Harris Shriver & Jacobson; Adam Kaminsky – Fried Frank Harris Shriver & Jacobson; Stephanie Matko – Fried Frank Harris Shriver & Jacobson; Jaclyn Waters – Fried Frank Harris Shriver & Jacobson; Amir Ghavi – Fried Frank Harris Shriver & Jacobson; Alana Berrocal Rodriguez – Fried Frank Harris Shriver & Jacobson; Una Dean – Fried Frank Harris Shriver & Jacobson; Steven Witzel – Fried Frank Harris Shriver & Jacobson; Nathan Erickson – Fried Frank Harris Shriver & Jacobson; Arthur Kutoroff – Fried Frank Harris Shriver & Jacobson; Renee Turner – Fried Frank Harris Shriver & Jacobson; Alan Kaden – Fried Frank Harris Shriver & Jacobson; Shane Hoffmann – Fried Frank Harris Shriver & Jacobson; Jessica Mayes – Fried Frank Harris Shriver & Jacobson; Tali Panken – Fried Frank Harris Shriver & Jacobson; Nancy Bello – Fried Frank Harris Shriver & Jacobson; Sabastian Niles – Wachtell, Lipton, Rosen & Katz; Gordon Moodie – Wachtell, Lipton, Rosen & Katz;

Law Firms: Fried Frank Harris Shriver & Jacobson; Wachtell, Lipton, Rosen & Katz;

Clients: Permira; WeddingWire, Inc.; XO Group Inc;

Author: Ambrogio Visconti