INTRODUCTION
This Transaction Statement on Schedule 13E-3 (this Transaction Statement) is being filed with the
U.S. Securities and Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), jointly by the following persons (each, a Filing
Person, and collectively, the Filing Persons): (1) EngageSmart, Inc., a Delaware corporation (EngageSmart or the Company) and the issuer of the common stock, par value $0.001 per
share (the Company common stock) that is the subject of the Rule 13e-3 transaction; (2) Icefall Parent, LLC, a Delaware limited liability company (Parent); (3)
Icefall Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub, and together with Parent, the Buyer Parties); (4) Vista Equity Partners Fund VIII, L.P., a Delaware limited
partnership; (5) Vista Equity Partners Fund VIII-A, L.P. a Delaware limited partnership; (6) Vista Equity Partners Fund VIII-B, SCSp, a Luxembourg special
limited partnership; (7) Vista Equity Partners Fund VIII GP, L.P., a Delaware limited partnership; (8) VEPF VIII GP, LLC, a Delaware limited liability company; (9) Robert F. Smith; (10) General Atlantic, L.P., a Delaware limited
partnership (GA LP); (11) General Atlantic (IC), L.P., a Delaware limited partnership (GA IC); (12) General Atlantic (IC) SPV, L.P., a Delaware limited partnership (GA IC SPV, and together
with GA IC, the GA IC Funds); (13) General Atlantic Partners 100, L.P., a Delaware limited partnership (GAP 100); (14) General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership
(GAP Bermuda EU); (15) GAP Coinvestments III, LLC, a Delaware limited liability company (GAPCO III); (16) GAP Coinvestments IV, LLC, a Delaware limited liability company (GAPCO IV); (17) GAP
Coinvestments V, LLC, a Delaware limited liability company (GAPCO V); (18) GAP Coinvestments CDA, L.P., a Delaware limited partnership (GAPCO CDA); (19) General Atlantic (SPV) GP, LLC, a Delaware limited
liability company (GA SPV); (20) General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (GenPar Bermuda); (21) General Atlantic GenPar, L.P., a Delaware limited partnership (GA
GenPar) and (22) GAP (Bermuda) L.P., a Bermuda exempted limited partnership (GAP Bermuda LP, and together with GA LP, GA IC, GA IC SPV, GAP 100, GAP Bermuda EU, GAPCO III, GAPCO IV, GAPCO V, GAPCO CDA, GA SPV,
GenPar Bermuda and GA GenPar, General Atlantic).
This Transaction Statement relates to the Agreement and Plan of Merger, dated
October 23, 2023 (including all exhibits and documents attached thereto, and as it may be amended, supplemented or modified, from time to time, the Merger Agreement), by and among EngageSmart, Parent and Merger Sub. The
Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Merger Sub will merge with and into EngageSmart (the Merger), with EngageSmart surviving the Merger and becoming a wholly owned
subsidiary of Parent.
At the effective time of the Merger (the Effective Time), (1) each share of Company common stock issued and
outstanding at the Effective Time (other than shares held by (a) the Company, the Buyer Parties and any of their respective subsidiaries (including the shares of Company common stock rolled over by General Atlantic pursuant to its Support
Agreement (as defined below)) (the Owned Company Shares) and (b) stockholders who have neither voted in favor of the Merger nor consented thereto in writing and who have properly demanded appraisal of such shares of Company
common stock pursuant to, and in accordance with, Section 262 of the General Corporation Law of the State of Delaware (the DGCL)) will be cancelled and extinguished and automatically converted into the right to receive cash
in an amount equal to $23.00, without interest thereon and subject to any applicable withholding taxes and (2) each Owned Company Share will be cancelled and extinguished without any conversion thereof or consideration paid therefor. Upon
completion of the Merger, Company common stock will no longer be publicly traded, and the Companys stockholders (other than General Atlantic indirectly) will cease to have any ownership interest in the Company.
In connection with entering into the Merger Agreement, on October 23, 2023, (1) Parent and EngageSmart entered into support agreements with (a) the
GA IC Funds and (b) Summit Partners Growth Equity Fund VIII-A, L.P., Summit Partners Growth Equity Fund VIII-B, L.P., Summit Partners Entrepreneur Advisors Fund I,
L.P., Summit Investors I, LLC and Summit Investors I (UK), L.P. (the Summit Funds) (together, the Support Agreements). Pursuant to the Support Agreements, the GA IC Funds and the Summit Funds, among other
things, agreed to vote all of their shares of Company common stock in favor of the adoption of the Merger Agreement and the approval of the Merger and against any other action, agreement or proposal which would reasonably be expected to prevent,
materially impair or materially delay the consummation of the Merger or any of the transactions contemplated by the Merger Agreement, subject to the terms and conditions contained in the Support Agreements. In addition, the GA IC
1