PREM14A 1 d874100dprem14a.htm PRELIMINARY PROXY STATEMENT Preliminary Proxy Statement
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant   ☒                             Filed by a Party other than the Registrant   ☐

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material Pursuant to Rule 14a-12

FAR POINT ACQUISITION CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

Ordinary Shares, Warrants, Ordinary Shares issuable upon exercise of Warrants

  (2)  

Aggregate number of securities to which transaction applies:

 

138,262,500

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

$10.72 per Ordinary Share, $1.97 per Warrant, $11.50 per Ordinary Share issuable upon exercise of Warrants

  (4)  

Proposed maximum aggregate value of transaction:

 

$881,524,500

  (5)  

Total fee paid:

 

$114,421.88

  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

$114,421.88

  (2)  

Form, Schedule or Registration Statement No.:

 

Form F-4 Registration Statement File No. 333-236581

  (3)  

Filing Party:

 

Global Blue Group Holdings AG

  (4)  

Date Filed:

 

February 24, 2020

 

 

 


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PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED FEBRUARY 21, 2020

FAR POINT ACQUISITION CORPORATION

18 West 18th Street

New York, NY 10011

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON                     , 2020

TO THE STOCKHOLDERS OF FAR POINT ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Far Point Acquisition Corporation, a Delaware corporation (“FPAC”), will be held at                       eastern time, on                     , 2020, at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, NY 10178 (the “Special Meeting”). You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(1) to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of January 16, 2020 (the “Merger Agreement”), and to approve the business combination contemplated by such agreement (the “Business Combination”), by and among FPAC, SL Globetrotter, L.P., a Cayman Islands exempted limited partnership (“Globetrotter” and, in its capacity as a representative of Global Blue (as defined below) and its shareholders as of the date of the Merger Agreement and immediately prior to the closing, the “GB Shareholders’ Representative”), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in Zürichstrasse 38, 8306 Brüttisellen, Switzerland (“New Global Blue”), Global Blue US Holdco LLC, a Delaware limited liability company (“US Holdco”), Global Blue US Merger Sub Inc., a Delaware corporation (“US Merger Sub”), Global Blue Holding L.P., a Cayman Islands exempted limited partnership (“Cayman Holdings”), the individuals named therein (the “Management Sellers” and, together with Globetrotter and Cayman Holdings, the “Seller Parties”), Global Blue Group AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in Zürichstrasse 38, 8306 Brüttisellen, Switzerland (“Global Blue”), Thomas W. Farley, solely in his capacity as the FPAC Shareholders’ Representative (“FPAC Shareholders’ Representative”), solely for purposes of Sections 2.20 and 8.01 thereof, Far Point LLC, a Delaware limited liability company (the “Founder”), and Jacques Stern, solely in his capacity as the Management Representative (“Management Representative”), which, among other things, provides for (a) the Seller Parties undertaking a series of transactions pursuant to which they will sell, exchange and contribute the ordinary shares of Global Blue (the “Global Blue Shares”) for a mix of cash (the “Cash Consideration”) and ordinary shares of New Global Blue (the “New Global Blue Shares”), and in certain circumstances preferred shares (the “Series A Preferred Shares”) of New Global Blue (together, the “Share Consideration”), and (b) US Merger Sub, a wholly-owned indirect subsidiary of New Global Blue, merging with and into FPAC, with FPAC being the surviving corporation in the Merger—we refer to this proposal as the “Business Combination Proposal” and a copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A; and

(2) to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, FPAC is not authorized to consummate the Business Combination—we refer to this proposal as the “Adjournment Proposal.”

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Class A common stock, par value $0.0001 per share, of FPAC (“FPAC Class A Common Stock”) and Class B common stock, par value $0.0001 per share, of FPAC (“FPAC Class B Common Stock” and collectively with FPAC Class A Common Stock, “FPAC Common Stock”) at the close of business on                      , 2020 are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

After careful consideration, FPAC’s board of directors has determined that the Business Combination Proposal, and the Adjournment Proposal are advisable and fair to and in the best interest of FPAC and its stockholders and


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unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, and “FOR” the Adjournment Proposal, if presented.

Under the Merger Agreement, the approval of the Business Combination Proposal by the requisite vote of FPAC’s stockholders is a condition to the consummation of the Business Combination. If the Business Combination Proposal is not approved by FPAC’s stockholders, the Business Combination will not be consummated.

All FPAC stockholders are cordially invited to attend the Special Meeting in person. To ensure your representation at the Special Meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of FPAC Common Stock, you may also cast your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, you must obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the Business Combination Proposal but will have no effect on the Adjournment Proposal.

A complete list of FPAC stockholders of record entitled to vote at the Special Meeting will be available for ten (10) days before the Special Meeting at the principal executive offices of FPAC for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker or bank to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

Thomas W. Farley

Chief Executive Officer, President and Chairman of the Board

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS, AND YOU WILL NOT BE ELIGIBLE TO EXERCISE YOUR REDEMPTION RIGHTS. YOU MUST AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL AND DEMAND THAT FPAC REDEEM YOUR SHARES NO LATER THAN 5:00 P.M. EASTERN TIME ON                     , 2020 (TWO (2) BUSINESS DAYS PRIOR TO THE SPECIAL MEETING) BY (A) CHECKING THE APPROPRIATE BOX ON THE PROXY CARD TO INDICATE YOUR VOTE, (B) SUBMITTING YOUR REDEMPTION REQUEST IN WRITING TO FPAC’S TRANSFER AGENT AND (C) DELIVERING YOUR SHARES TO FPAC’S TRANSFER AGENT USING THE DEPOSITARY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. AS LONG AS YOU VOTE ON THE BUSINESS COMBINATION PROPOSAL, YOU MAY VOTE EITHER FOR OR AGAINST SUCH PROPOSAL WITHOUT AFFECTING YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN YOUR SHARES WILL NOT BE REDEEMED. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF FPAC STOCKHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated,                          , 2020 and is first being mailed to Far Point Acquisition Corporation stockholders on or about                     , 2020.


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The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED FEBRUARY 21, 2020

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF

FAR POINT ACQUISITION CORPORATION

and

PROSPECTUS FOR UP TO 76,562,500 ORDINARY SHARES, 30,850,000 WARRANTS AND 30,850,000

ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS

OF

GLOBAL BLUE GROUP HOLDING AG

 

 

The board of directors of Far Point Acquisition Corporation, a Delaware corporation (“FPAC”), has unanimously approved the Agreement and Plan of Merger, dated as of January 16, 2020 (the “Merger Agreement”), by and among FPAC, SL Globetrotter, L.P., a Cayman Islands exempted limited partnership (“Globetrotter” and, in its capacity as a representative of Global Blue (as defined below) and its shareholders as of the date of the Merger Agreement and immediately prior to the closing, the “GB Shareholders’ Representative”), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in Zürichstrasse 38, 8306 Brüttisellen, Switzerland (“New Global Blue”), Global Blue US Holdco LLC, a Delaware limited liability company (“US Holdco”), Global Blue US Merger Sub Inc., a Delaware corporation (“US Merger Sub”), Global Blue Holding L.P., a Cayman Islands exempted limited partnership (“Cayman Holdings”), the individuals named therein (the “Management Sellers” and, together with Globetrotter and Cayman Holdings, the “Seller Parties”), Global Blue Group AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in Zürichstrasse 38, 8306 Brüttisellen, Switzerland (“Global Blue”), Thomas W. Farley, solely in his capacity as the FPAC Shareholders’ Representative (“FPAC Shareholders’ Representative”), solely for purposes of Sections 2.20 and 8.01 thereof, Far Point LLC, a Delaware limited liability company (the “Founder”), and Jacques Stern, solely in his capacity as the Management Representative (“Management Representative”), which, among other things, provides for (i) the Seller Parties undertaking a series of transactions pursuant to which they will sell, exchange and contribute the ordinary shares of Global Blue (the “Global Blue Shares”) for a mix of cash (the “Cash Consideration”) and ordinary shares of New Global Blue (the “New Global Blue Shares”), and in certain circumstances preferred shares (the “Series A Preferred Shares”) of New Global Blue (together, the “Share Consideration”), and (ii) US Merger Sub, a wholly-owned indirect subsidiary of New Global Blue, merging with and into FPAC (the “Merger”), with FPAC being the surviving corporation in the Merger. The Merger Agreement is attached to this proxy statement/prospectus as Annex A. New Global Blue’s articles of association will be substantially in the form attached to this proxy statement/prospectus as Annex B.

As a result of and upon consummation of the foregoing (the “Business Combination”), including the completion of the PIPE Investment described below, each of FPAC and Global Blue will become a wholly-owned subsidiary of New Global Blue, and New Global Blue will become a new public company owned by the prior stockholders of FPAC, the prior shareholders of Global Blue and the PIPE Investors (as described below). New Global Blue will apply for listing, to be effective at the time of the Business Combination, of its ordinary shares and warrants on the New York Stock Exchange (“NYSE”) under the symbols “GB” and “GB.WS,” respectively.

Pursuant to the Merger Agreement, upon the consummation of the Business Combination (i) each of the outstanding shares (excluding shares that are redeemed by the holders as described herein) of FPAC’s Class A Common Stock, par value $0.0001 per share (“FPAC Class A Common Stock”), and 10,812,500 of the 15,812,500 outstanding shares of FPAC’s Class B Common Stock, par value $0.0001 per share (“FPAC Class B Common Stock” and collectively with FPAC Class A Common Stock, “FPAC Common Stock”) (being the 15,812,500 outstanding shares of FPAC Class B Common Stock less the 2,500,000 Surrendered Shares and the 2,500,000 Excluded Founder Shares—each as described below) will become one New Global Blue Share, and (ii) each of the 30,850,000 outstanding warrants of FPAC (the “Warrants”) will become one warrant of New


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Global Blue (the “New Global Blue Warrants”) that will entitle the holder thereof to purchase for $11.50 per share one New Global Blue Share in lieu of one share of FPAC Class A Common Stock. The Merger Agreement provides that 2,500,000 shares of FPAC Class B Common Stock held by the Founder (the “Excluded Founder Shares”) will be contributed to New Global Blue in exchange for the right to receive up to 2,500,000 New Global Blue Shares upon satisfaction of certain conditions related to the trading price of New Global Blue Shares, as described herein (the “Contingent Shares”). Accordingly, this proxy statement/prospectus covers the issuance by New Global Blue of an aggregate of 76,562,500 New Global Blue Shares, 30,850,000 New Global Blue Warrants and 30,850,000 New Global Blue Shares issuable upon exercise of such Warrants.

FPAC’s Units (consisting of one share of FPAC Class A Common Stock and one-third of one Warrant), FPAC Class A Common Stock and Warrants are currently listed on the NYSE under the symbols “FPAC.UN,” “FPAC” and “FPAC.WS,” respectively. In connection with the completion of the Business Combination, FPAC’s Units will be separated into their component securities.

Concurrently with the execution and delivery of the Merger Agreement, New Global Blue, FPAC and certain third-party investors (the “Primary PIPE Investors”) entered into share subscription agreements pursuant to which the Primary PIPE Investors have committed (the “Primary PIPE Investment”) to subscribe for and purchase, concurrently with the closing of the Business Combination (the “Closing”), in the aggregate, 12,500,000 New Global Blue Shares for $10.00 per share or an aggregate purchase price equal to $125.0 million.

Concurrently with the execution and delivery of the Merger Agreement, New Global Blue and Globetrotter entered into certain share purchase and contribution agreements with (i) FPAC and certain affiliates (the “Affiliated Secondary PIPE Investors”) of Third Point LLC (together with its affiliates “Third Point”), an affiliate of FPAC and (ii) Antfin (Hong Kong) Holding Limited. (“Ant Financial” or the “Strategic Secondary PIPE Investor,” and together with Affiliated Secondary PIPE Investors, the “Secondary PIPE Investors,” and the Secondary PIPE Investors and the Primary PIPE Investors, the “PIPE Investors”), pursuant to which the Affiliated Secondary PIPE Investors and the Strategic Secondary PIPE Investor have committed to purchase, concurrently with the Closing, Global Blue Shares from Globetrotter and Cayman Holdings for an aggregate purchase price of up to $100.0 million and equal to $125.0 million, respectively, and to immediately contribute such Global Blue Shares to New Global Blue in exchange for the subsequent issue of up to 10,000,000 and 12,500,000, respectively, New Global Blue Shares at $10.00 per share (together (including such contribution), the “Secondary PIPE Investment” and, together with the Primary PIPE Investment, the “PIPE Investment”). The commitment of the Affiliated Secondary PIPE Investors is subject to reduction in the case of a draw on the Backstop as described below. The agreement with the Strategic Secondary PIPE Investor includes an 18-month lock-up transfer restriction on the New Global Blue Shares to be acquired by it.

Prior to the Closing, the Management Sellers will become shareholders of Global Blue through the Management Roll-up (as defined herein).

Prior to the Closing, as permitted by the Merger Agreement, Global Blue will distribute a cash dividend to its pre-Business Combination shareholders in an amount such that Adjusted Net Debt (as defined herein) as of March 31, 2020 (the “Adjustment Date”) would be €600 million. On a pro forma basis as of September 30, 2019, the amount of such dividend would have been approximately €0.

In connection with the completion of the Business Combination, Global Blue’s €630 million term loan facility (the “Existing Term Loan Facility”) and its €80 million revolving credit facility (the “Existing Revolving Credit Facility”) will be refinanced pursuant to a new debt facility (the “New Facilities Agreement”) as described herein (the “Refinancing”).

In connection with the Business Combination, certain related agreements have been, or will be, entered into on or prior to the Closing Date, including:

 

   

Voting and Support Agreement among FPAC, Global Blue, Globetrotter, New Global Blue, the Founder and Third Point Ventures LLC, a Delaware limited liability company and an affiliate of Third


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Point (together with the Founder, the “FPAC Shareholders”), pursuant to, and on the terms and subject to the conditions of which, each FPAC Shareholder has unconditionally and irrevocably agreed, among other things, to vote its shares of FPAC (representing approximately 25% of the outstanding shares), and take certain other actions, in support of the Business Combination;

 

   

Founder Shares Surrender Agreement among FPAC, the Founder, Globetrotter and New Global Blue that provides that the Founder will at the Closing irrevocably surrender to New Global Blue, for no consideration and as a deemed contribution to the capital of New Global Blue, 2,500,000 shares of FPAC’s Class B Common Stock (the “Surrendered Shares”) and New Global Blue shall immediately cancel the Surrendered Shares;

 

   

Relationship Agreement among Globetrotter, the Founder and New Global Blue to regulate the relationship among such parties following the Closing. Among other things, the parties have made certain agreements with respect to the designation of board members for New Global Blue;

 

   

Shareholders Agreement among Cayman Holdings, Globetrotter, the Founder and certain persons who will be shareholders of New Global Blue to regulate the relationship among such shareholders following the Closing with respect to each other, in connection with New Global Blue. Among other things, and as described therein, the parties have agreed to certain lock-up transfer restrictions on such parties’ New Global Blue securities for various periods, the longest of which is up to one year from the Closing; and

 

   

Registration Rights Agreement to be entered into at the Closing, by and between New Global Blue and certain persons who will be shareholders of New Global Blue after the Closing, pursuant to which New Global Blue has agreed to grant the other parties thereto registration rights in respect of their New Global Blue Shares and certain other New Global Blue securities.

Each of these related agreements is described in more detail elsewhere in this proxy statement/prospectus. See “The Business Combination Proposal—Related Agreements.” Additionally, in connection with the Business Combination, the Management Roll-up, the PIPE Investment and the Refinancing will be completed on or prior to the Closing.

As a result of the Business Combination, assuming: (i) a September 30, 2019 Closing Date; (ii) that no stockholders of FPAC elect to have their shares of FPAC Class A Common Stock issued as part of the Units sold in FPAC’s initial public offering (“Public Shares”) redeemed for cash in connection therewith as permitted by FPAC’s amended and restated certificate of incorporation (the “No Redemption Scenario”); and (iii) no adjustments under the Merger Agreement, the Cash Consideration would be approximately $961 million, and the post-Closing share ownership of New Global Blue would be as follows:

 

     New Global Blue Shares(1) (%)  

Seller Parties

     79,450,500 (42.1%)  

Affiliated Secondary PIPE Investors(2)

     10,000,000 (5.3%)  

Strategic Secondary PIPE Investor

     12,500,000 (6.6%)  

Primary PIPE Investors

     12,500,000 (6.6%)  

Founder/Directors(2)(3)

     10,812,500 (5.7%)  

Former FPAC Public Stockholders(2)(4)

     63,250,000 (33.6%)  
  

 

 

 

Total

     188,513,000 (100%)  

 

(1)

Excludes all 30,850,000 New Global Blue Warrants and 2,500,000 Contingent Shares.

(2)

Collectively in the No Redemption Scenario, Third Point would beneficially own 24,692,500 New Global Blue Shares, or 13.1%, consisting of 10,000,000 shares from the PIPE Investment, 10,692,500 shares held by the Founder (as to which Third Point would have beneficial ownership, though Third Point and Thomas W. Farley, FPAC’s Chief Executive Officer, President and Chairman, would each have a pecuniary interest over a portion thereof) and 4,000,000 shares to be received in exchange for 4,000,000 shares of FPAC Class A Common Stock purchased by Third Point in FPAC’s initial public offering.

(3)

Includes 120,000 New Global Blue Shares to be received by FPAC’s independent directors.


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(4)

Excludes the Founder Shares; includes 4,000,000 New Global Blue Shares to be received by Third Point and 65,700 New Global Blue Shares to be received by David W. Bonanno, FPAC’s Chief Financial Officer and a director, in exchange for shares of FPAC Class A Common Stock purchased in FPAC’s initial public offering.

Pursuant to FPAC’s amended and restated certificate of incorporation, in connection with the completion of the Business Combination holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with FPAC’s amended and restated certificate of incorporation. Payment for such redemptions will come from FPAC’s trust account that holds a portion of the proceeds of FPAC’s initial public offering and the concurrent sale of its private placement Units. To the extent holders of FPAC Public Shares elect to have their shares redeemed, the Cash Consideration and the Share Consideration to be paid to the shareholders of Global Blue will vary as described herein.

To the extent holders of Public Shares require FPAC to redeem more than 20,000,000 FPAC Public Shares, Cloudbreak Aggregator LP, a Cayman Islands limited partnership that is the managing member of the Founder and an affiliate of Third Point (the “Backstop Provider”), will, pursuant to the Forward Purchase Agreement entered into at the time of FPAC’s initial public offering (the “Backstop”), purchase shares of FPAC Class A Common Stock at $9.50 per share, for an aggregate purchase price equal to the total number of Public Shares in excess of 20,000,000 redeemed, multiplied by $10.00. To the extent the Backstop Provider purchases shares of FPAC Class A Common Stock pursuant to the Backstop, the commitment of the Affiliated Secondary PIPE Investors will be reduced dollar-for-dollar. The Affiliated Secondary PIPE Investors have also committed to provide equity financing to the Backstop Provider in the event that the Backstop Provider’s obligation to purchase shares of FPAC Class A Common Stock under the Backstop is triggered, and Globetrotter has third party beneficiary rights pursuant to the Third Party Beneficiary Rights Letter to specifically enforce such equity commitment as well as to specifically enforce FPAC’s rights under the Forward Purchase Agreement.

As a result of the Business Combination, assuming (i) a September 30, 2019 Closing Date, (ii) all Public Shares (other than the 4,000,000 shares held by Third Point and the 65,700 shares held by David Bonanno, which Third Point and Mr. Bonanno have agreed not to redeem) are redeemed (the “Maximum Redemption Scenario”), (iii) the Backstop is exercised and (iv) no adjustments under the Merger Agreement, the Cash Consideration would be approximately $647 million and the post-Closing share ownership of New Global Blue would be as follows:

 

     Series A
Preferred Shares
    New Global
Blue Shares(1)
     Combined (%)(2)  

Seller Parties

     22,178,000 (6)      88,656,047        57.7

Affiliated Secondary PIPE Investors/ Backstop Provider(3)

     —         41,246,632        21.5

Strategic Secondary PIPE Investor

     —         12,500,000        6.5

Primary PIPE Investors

     —         12,500,000        6.5

Founder/Directors(3)(4)

     —         10,812,500        5.6

Former FPAC Stockholders(5)

     —         4,065,700        2.1
  

 

 

   

 

 

    

 

 

 

Total

     22,178,000       169,780,879        100

 

(1)

Excludes all 30,850,000 New Global Blue Warrants and 2,500,000 Contingent Shares.

(2)

Calculated based on the number of New Global Blue Shares plus Series A Preferred Shares on an as converted basis.

(3)

Collectively, in the Maximum Redemption Scenario, Third Point would beneficially own 55,939,132 New Global Blue Shares, or 29.1%, consisting of 41,246,632 shares from the Backstop, 10,692,500 shares held by the Founder (as to which Third Point would have beneficial ownership, though Third Point and Thomas W. Farley would each have a pecuniary interest over a portion thereof) and 4,000,000 shares to be received in exchange for 4,000,000 shares of FPAC Class A Common Stock purchased by Third Point in FPAC’s initial public offering.

(4)

Includes 120,000 New Global Blue Shares to be received by FPAC’s independent directors.

(5)

Excludes the Founder Shares; includes 4,000,000 New Global Blue Shares to be received by Third Point and 67,500 New Global Blue Shares to be received by David W. Bonanno in exchange for shares of FPAC Class A Common Stock purchased in FPAC’s initial public offering.


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(6)

To the extent holders of Public Shares elect to redeem more than 5,000,000 Public Shares, Series A Preferred Shares of equal value to the value of the Public Shares redeemed in excess of 5,000,000 Public Shares would be issued to the Seller Parties. Series A Preferred Shares will be convertible into New Global Blue Shares on a one-to-one basis, subject to anti-dilution protections.

Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the Special Meeting of stockholders of FPAC scheduled to be held on                          , 2020.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting of FPAC’s stockholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors.”

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated                         , 2020, and is first being mailed to Far Point Acquisition Corporation stockholders on or about                     , 2020.


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     Page  

ABOUT THIS PROXY STATEMENT/PROSPECTUS

     1  

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

     1  

FINANCIAL STATEMENT PRESENTATION

     1  

EXCHANGE RATE PRESENTATION

     2  

INDUSTRY AND MARKET DATA

     2  

FREQUENTLY USED TERMS

     3  

SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

     11  

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

     15  

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

     26  

SELECTED HISTORICAL FINANCIAL INFORMATION

     35  

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     45  

COMPARATIVE PER SHARE DATA

     47  

RISK FACTORS

     49  

FORWARD-LOOKING STATEMENTS

     76  

SPECIAL MEETING OF FPAC STOCKHOLDERS

     78  

THE BUSINESS COMBINATION PROPOSAL

     82  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

     134  

THE ADJOURNMENT PROPOSAL

     148  

INFORMATION RELATED TO NEW GLOBAL BLUE

     149  

INFORMATION RELATED TO FPAC

     151  

FPAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

     158  

INFORMATION RELATED TO GLOBAL BLUE

     162  

GLOBAL BLUE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

     210  

MANAGEMENT OF NEW GLOBAL BLUE FOLLOWING THE BUSINESS COMBINATION

     241  

BENEFICIAL OWNERSHIP OF SECURITIES

     249  

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

     253  

DESCRIPTION OF NEW GLOBAL BLUE SECURITIES

     257  

STOCK MARKET AND DIVIDEND INFORMATION

     275  

APPRAISAL RIGHTS

     276  

ANNUAL MEETING STOCKHOLDER PROPOSALS

     276  

OTHER STOCKHOLDER COMMUNICATIONS

     276  

LEGAL MATTERS

     276  

EXPERTS

     276  

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

     277  

WHERE YOU CAN FIND MORE INFORMATION

     278  

INDEX TO FINANCIAL STATEMENTS

     F-1  

ANNEXES

Annex A: Agreement and Plan of Merger

Annex B: Form of Articles of Association of Global Blue Group Holding AG

 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or the “SEC,” by New Global Blue, constitutes a prospectus of New Global Blue under Section 5 of the U.S. Securities Act of 1933, as amended, or the “Securities Act,” with respect to the New Global Blue Shares to be issued to FPAC stockholders, the New Global Blue Warrants to be issued to Warrant holders and the New Global Blue Shares underlying such warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the Special Meeting of FPAC stockholders at which FPAC stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the adoption of the Merger Agreement, among other matters.

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

Global Blue’s audited consolidated financial statements and unaudited condensed consolidated interim financial statements included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and referred to in this proxy statement/prospectus as “IFRS.” We refer in various places within this proxy statement/prospectus to non-IFRS financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin, Sales in Store (“SiS”), Adjusted Net Income (Group Share), Adjusted Effective Tax Rate, Cash Flow Conversion Rate, Free Cash Flow to Equity (Group Share) (“FCFE (Group Share)”), Adjusted Net Debt and Leverage Ratio, some of which are more fully explained in “Selected Historical Financial Information—Other Financial Data.” The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for Global Blue’s consolidated financial results prepared in accordance with IFRS.

FINANCIAL STATEMENT PRESENTATION

New Global Blue

New Global Blue was incorporated on December 10, 2019 for the purpose of effectuating the transactions described herein. New Global Blue has no material assets and does not operate any businesses. Accordingly, no financial statements of New Global Blue have been included in this proxy statement/prospectus. The transaction will first be accounted for as a capital reorganization whereby New Global Blue is the successor to its predecessor Global Blue. As a result of the first step described above, the existing shareholders of Global Blue will continue to retain control through their majority ownership of New Global Blue. The capital reorganization will be immediately followed by the acquisition of FPAC, which is accounted for within the scope of IFRS 2 (Share-based Payment). The shares issued by New Global Blue are recognized at fair value and recorded as consideration for the acquisition of the public shell company, FPAC.

Global Blue

From April 1, 2018 onward, Global Blue has adopted IFRS 9 (Financial Instruments), IFRS 15 (Revenue from Contracts with Customers) and IFRS 16 (Leases), selecting the modified retrospective approach. Therefore, Global Blue has not restated the financial information of Global Blue as of and for the financial year ended March 31, 2017 and 2018 or any prior periods for these new standards and, as a result, the information for these periods is not fully comparable to the financial information of Global Blue as of and for the financial year ended March 31, 2019.

 

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EXCHANGE RATE PRESENTATION

Certain amounts described herein have been expressed in U.S. dollars for convenience and, when expressed in U.S. dollars in the future, such amounts may be different from those set forth herein due to intervening exchange rate fluctuations.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which Global Blue competes as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with Global Blue’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and Global Blue’s management’s judgment where information is not publicly available. This information appears in “Summary of the Proxy Statement/ Prospectus,” “Global Blue’s Management’s Discussion and Analysis of Financial Condition and Results of Operation,” “Information Related to Global Blue—Global Blue’s Business” and other sections of this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

 

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “Global Blue” refers to Global Blue Group AG, a Swiss stock corporation, the term “FPAC” refers to Far Point Acquisition Corporation, a Delaware corporation, and “New Global Blue” refers to Global Blue Group Holding AG, a newly incorporated Swiss stock corporation.

In addition, in this document:

“2012 GB Acquisition” means the acquisition on August 1, 2012 of Global Blue Luxembourg Holdings S.à r.l. by funds and investment vehicles directly or indirectly managed and/or advised by Silver Lake and Partners Group.

“Acquirer(s)” means a financial institution that processes credit or debit card payments on behalf of a merchant.

“Adjournment Proposal” means the proposal to adjourn the Special Meeting of the stockholders of FPAC to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal.

“Adjusted Net Debt” means the aggregate principal amount of non-current loans and borrowings, current lease liabilities and non-current lease liabilities, less cash and cash equivalents.

“Adjustment Date” means March 31, 2020.

“Affiliated Secondary PIPE Investors” means certain affiliates of Third Point who have committed to purchase Global Blue Shares from Globetrotter and Cayman Holdings and to contribute such Global Blue Shares to New Global Blue in exchange for up to 10,000,000 New Global Blue Shares at $10.00 per share. The commitment of the Affiliated Secondary PIPE Investors is subject to a dollar-for-dollar reduction to the extent the Backstop is drawn upon.

“Amendment Letter” means an amendment letter dated January 14, 2020 amending and restating the New Facilities Agreement entered into by Global Blue with, inter alia, BNP Paribas (Suisse) S.A., Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank International Limited, Royal Bank of Canada, Bank of America Merrill Lynch International Designated Activity Company, Barclays Bank PLC, Credit Suisse International and JPMorgan Chase Bank N.A., London branch, as amendment participating lenders, and RBC Europe Limited, as agent and security agent.

“AML” means anti-money laundering.

“APAC” means the Asia Pacific region.

“ATM” means automated teller machines.

“AVPS” means added-value payment solutions.

“Backstop” means the obligations of the Backstop Provider pursuant to the Forward Purchase Agreement to purchase newly issued shares of FPAC Class A Common Stock at $9.50 per share for an aggregate purchase price equal to the number of Public Shares in excess of 20,000,000 shares redeemed multiplied by $10.00.

“Backstop Provider” means Cloudbreak Aggregator LP, a Cayman Islands limited partnership that is the managing member of the Founder and an affiliate of Third Point.

 

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“Best-rate guarantee” means Global Blue’s best-rate guarantee, which allows an international shopper to be refunded the difference between Global Blue’s transaction fee and that of its issuing bank.

“Brexit” means the United Kingdom leaving the EU.

“Broker Non-Vote” means the failure of an FPAC stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination Proposal” means the proposal to adopt the Merger Agreement and approve the transactions contemplated thereby.

“CAGR” means compounded annual growth rate.

“Cash Consideration” means the cash portion of the consideration to be received by the Seller Parties pursuant to the Business Combination.

“Cayman Holdings” means Global Blue Holding L.P., a Cayman Islands exempted limited partnership.

“CHF” and “Swiss franc” each refer to the legal currency of Switzerland.

“Closing” means the closing of the transactions contemplated by the Merger Agreement and the PIPE Investment agreements, and “Closing Date” means the date on which the Closing is completed.

“Code” means the Internal Revenue Code of 1986, as amended.

“Compensation Ordinance” means the Swiss Compensation Ordinance.

“Contingent Shares” means up to 2,500,000 New Global Blue Shares to be delivered to the Founder upon satisfaction of certain conditions related to the trading price of New Global Blue Shares.

“Conversion Agreement” means that certain conversion agreement, dated on or around January 16, 2020, by and among New Global Blue and each of the Seller Parties in respect of the Series A Preferred Shares.

“Currency Select” means Currency Select Pty Limited (previously, Travelex Outsourcing Pty Limited).

“C-PECs” means convertible preferred equity certificates.

“DCC” means dynamic currency conversion.

“DGCL” means the Delaware General Corporation Law.

“drive-to-store” means initiatives or solutions to increase international shopper footfall for merchants.

“DTC” means The Depository Trust Company.

“€” means Euro, the legal currency of the European Union.

“eDCC” means e-commerce dynamic currency conversion.

“eligible SiS” means SiS that are eligible for VAT refund.

“EMEA” means Europe, Middle East and Africa.

 

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“eTFS” means electronic TFS.

“EU” means European Union.

“EUR” means Euro, the legal currency of the European Union.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Excluded Founder Shares” means the 2,500,000 shares of FPAC’s Class B Common Stock to be exchanged by the Founder for the right to receive the Contingent Shares.

“Executive Management” means members of the executive management of Global Blue. See the section entitled “Information Related to Global Blue—Other Information Respecting Global Blue—Global Blue Directors and Senior Management.”

“Existing Facilities” means the Existing Term Loan Facility and the Existing Revolving Credit Facility, each governed by the Existing Facilities Agreement.

“Existing Facilities Agreement” means the senior facilities agreement dated July 26, 2012 (as subsequently amended, re-stated and conformed).

“Existing Revolving Credit Facility” means the existing €80 million revolving credit facility.

“Existing Term Loan Facility” means Global Blue’s existing €630 million term loan facility.

“Forward Purchase Agreement” means that certain Forward Purchase Agreement, dated as of May 18, 2018, by and among FPAC and the Backstop Provider, as amended or modified from time to time in accordance with its terms and the Third Party Beneficiary Rights Letter.

“Founder” means Far Point LLC, a Delaware limited liability company, an initial stockholder of FPAC and the primary holder of FPAC Class B Common Stock. Third Point holds a controlling interest and each of Third Point and Thomas W. Farley holds a pecuniary interest in the Founder.

“Founder Shares” means shares of FPAC Class B Common Stock, 15,812,500 of which are currently outstanding and were issued to the Founder prior to the IPO (120,000 of which have been transferred to FPAC’s independent directors).

“Founder Shares Surrender Agreement” means that certain letter agreement made in connection with the transactions contemplated by the Merger Agreement, dated as of January 16, 2020, by and among FPAC, the Founder, Globetrotter and New Global Blue, pursuant to which (a) the Founder shall automatically irrevocably surrender to New Global Blue, for no consideration and as a deemed contribution to the capital of New Global Blue, 2,500,000 shares of FPAC’s Class B Common Stock and (b) New Global Blue shall immediately cancel the Surrendered Shares.

“FPAC Class A Common Stock” means FPAC’s Class A common stock, par value $0.0001 per share.

“FPAC Class B Common Stock” means FPAC’s Class B common stock, par value $0.0001 per share.

“FPAC Common Stock” means shares of FPAC Class A Common Stock and FPAC Class B Common Stock.

“GDPR” means the EU’s General Data Protection Regulation 2016/679, as amended.

“Global Blue Shares” means the ordinary shares of Global Blue.

 

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“Globetrotter” means SL Globetrotter, L.P., a Cayman Islands exempted limited partnership.

“Group” means, where appropriate, Global Blue and its subsidiaries.

“GST” means goods and services tax.

“IAS 34” means the International Accounting Standard 34, Interim Financial Reporting, as issued by the International Accounting Standards Board.

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

“Industry Analysis” means Global Blue’s analysis of the sources of statistics, data and other information relating to markets, market sizes, market shares, market positions and other industry data pertaining to Global Blue’s business and markets, including information obtained from the OECD, Euromonitor, the World Bank, the International Air Transport Association and Tourism Economics.

“Initial Business Combination” means a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses and FPAC.

“international shopper” means international travelers shopping abroad.

“IPO” means the initial public offering of Units of FPAC, consummated on June 14, 2018.

“Management Roll-up” means, prior to the Closing, pursuant to the Management Shareholders Agreement dated January 16, 2020, a series of exchange and contribution transactions involving Global Blue and certain of its subsidiaries, through which the Management Sellers will become shareholders of Global Blue.

“Management Sellers” means the individuals who are parties to the Merger Agreement as “Management Sellers”.

“Management Shareholders Agreement” means that certain agreement dated as of January 16, 2020, by and among Cayman Holdings, Globetrotter, New Global Blue, Mr. Jacques Stern (as management representative) and Partners Group.

“Maximum Redemption Scenario” means that the holders of all Public Shares (other than the 4,000,000 shares held by Third Point and 65,700 shares held by David W. Bonanno) elect to have such shares redeemed in connection with the Business Combination.

“MCC” means Mobile Customer Care.

“MCP” means multi-currency processing.

“Merger” means the merger of US Merger Sub with and into FPAC, with FPAC surviving such merger. Pursuant to the Merger, FPAC security holders will receive securities of New Global Blue, and FPAC will become a wholly-owned indirect subsidiary of New Global Blue.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of January 16, 2020, by and among FPAC, Globetrotter (both as itself and as the GB Shareholders’ Representative), New Global Blue, US Holdco, US Merger Sub, Cayman Holdings, the Management Sellers, Global Blue, the FPAC Shareholders’ Representative, the Founder, and the Management Representative, as such agreement may be amended or otherwise modified from time to time in accordance with its terms.

 

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“minimum purchase amount” or “MPA” means the minimum transaction size for transactions and goods to be eligible for VAT refunds.

“NC-PEC” means non-convertible preferred equity certificates.

“New Facilities” means the New Term Loan Facility and the New Revolving Credit Facility.

“New Facilities Agreement” means the term and revolving credit facilities agreement dated October 25, 2019 entered into by Global Blue, with, inter alia, Bank of America Merrill Lynch International Designated Activity Company, Barclays Bank PLC, BNP Paribas (Suisse) S.A., J.P. Morgan Securities PLC, Morgan Stanley Bank International Limited and Royal Bank of Canada, as mandated lead arrangers, and RBC Europe Limited, as agent, and as amended and restated by the Amendment Letter.

“New Global Blue Shares” means the ordinary shares, par value CHF 0.01 per share, of New Global Blue.

“New Global Blue Warrants” means warrants that will entitle the holder thereof to purchase for $11.50 per share one New Global Blue Share in lieu of one share of FPAC Class A Common Stock (subject to adjustment in accordance with the Warrant Agreement).

“New Revolving Credit Facility” means a €100 million revolving credit facility governed by the New Facilities Agreement.

“New Term Loan Facility” means a €630 million term loan facility governed by the New Facilities Agreement.

“No Redemption Scenario” means no holder of Public Shares elects to have such shares redeemed in connection with the Business Combination.

“NYSE” means the New York Stock Exchange.

“OECD” means the Organization for Economic Co-operation and Development.

“p.p.” means percentage point(s).

“Partners Group” means Partners Group AG (or its affiliates).

“PCI DSS” means Payment Card Industry Data Security Standard.

“PIPE Investors” means the Primary PIPE Investors and the Secondary PIPE Investors.

“POS” means point-of-sale.

“price differential” means the difference in price between products in destination countries compared to international shoppers’ origin countries.

“Primary PIPE Investors” means certain third-party investors who have committed to purchase, concurrently with the Closing, 12,500,000 New Global Blue Shares for $10.00 per share or an aggregate purchase price equal to $125 million.

“Private Placement Warrants” means the Warrants sold to the Founder in a private placement in connection with the IPO.

“Prospectus” means the prospectus included in the Registration Statements on Form S-1 (Registration Nos. 333-225093 and 333-225565) filed in connection with the IPO with the SEC.

 

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“PSP(s)” means payment services provider.

“Public Shares” means shares of FPAC Class A Common Stock issued as part of the Units sold in the IPO.

“Public Stockholders” means the holders of Public Shares.

“Public Warrants” means Warrants included in Units sold in the IPO.

“redemption” means FPAC’s acquisition of Public Shares in connection with the Business Combination pursuant to the right of the holders of FPAC Class A Common Stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Refinancing” means the refinancing of Global Blue’s bank indebtedness under the Existing Facilities pursuant to the New Facilities Agreement.

“Relationship Agreement” means that certain agreement made in connection with transaction contemplated by the Merger Agreement, dated as of January 16, 2020, by and among Globetrotter, the Founder and New Global Blue pursuant to which such parties regulate their relationship following the Closing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secondary PIPE Investors” means the Affiliated Secondary PIPE Investors and the Strategic Secondary PIPE Investor.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Seller Parties” means Globetrotter, Cayman Holdings and the Management Sellers.

“Series A Preferred Shares” means the Series A convertible preferred shares of New Global Blue, which will be included in the Share Consideration if the holders of FPAC Class A Common Stock elect to have more than 5,000,000 shares of such stock redeemed.

“Share Consideration” means the New Global Blue Shares and, if the holders of Public Shares elect to have more than 5,000,000 shares of such stock redeemed, the Series A Preferred Shares to be received by the Seller Parties pursuant to the Business Combination.

“Shareholders Agreement” means that certain agreement made in connection with the transaction contemplated by the Merger Agreement, dated as of January 16, 2020, by and among Cayman Holdings, Globetrotter, the Founder and certain persons who will be shareholders of New Global Blue pursuant to which such parties regulate their relationship with respect to each other following the Closing, in connection with New Global Blue. Among other things, and as described therein, the parties have agreed to certain lock-up transfer restrictions on such parties’ New Global Blue securities for various periods, the longest of which is up to one year from the Closing.

“Silver Lake” means Silver Lake Management Company III, L.L.C. (or its affiliates).

“SiS” means sales in store, a key performance indicator which reflects either (i) the value (including VAT) of goods purchased by the international shopper at the POS in the TFS business or (ii) the value (including VAT) of the payments made by the international shoppers at the POS in the AVPS business.

“SOP” means Global Blue’s employee share option plan.

“Southeast Asia” means Indonesia, Malaysia, the Philippines, Singapore, Thailand and Vietnam.

 

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“Special Meeting” means the Special Meeting of the stockholders of FPAC, to be held on             , 2020 at              a.m. eastern time, at the offices of Morgan, Lewis & Bockius LLP, at 101 Park Avenue, New York, New York 10178.

“Strategic Secondary PIPE Investor” or “Ant Financial” means Antfin (Hong Kong) Holding Limited.

“Surrendered Shares” means the 2,500,000 shares of FPAC’s Class B Common Stock to be surrendered by the Founder to New Global Blue pursuant to the Founder Shares Surrender Agreement.

“TFS” means tax free shopping.

“TFS business” means Tax Free Shopping Technology Solutions.

“Third Party Beneficiary Rights Letter” means that certain letter agreement made in relation to the Forward Purchase Agreement, dated as of January 16, 2020, by and among the Backstop Provider, Third Point Offshore Master Fund L.P., Third Point Ultra Master Fund L.P., Third Point Partners Qualified L.P., Third Point Partners L.P., Third Point Enhanced L.P. and Globetrotter.

“third-party serviced” means VAT refunds conducted by TFS providers, excluding VAT refunds conducted in-house by merchants.

“Third Point” means Third Point LLC and/or its affiliates, as applicable.

“Trading Day” means any day on which the New Global Blue Shares are actually traded on the principal securities exchange or securities market on which New Global Blue Shares are then traded.

“Transaction” or “Transactions” means the transactions contemplated by the Merger Agreement and the PIPE Investment agreements to occur at or immediately prior to the Closing, including the Merger.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Placement Units.

“Units” means Units issued in the IPO, each consisting of one share of FPAC Class A Common Stock and one-third of one Warrant.

“U.S.” means the United States of America.

“U.S. dollar,” “USD,” “US$” and “$” mean the legal currency of the United States.

“U.S. GAAP” means generally accepted accounting principles in the United States.

“US Holdco” means Global Blue US Holdco LLC, a Delaware limited liability company.

“US Merger Sub” means Global Blue US Merger Sub Inc.

“VAT” means value added tax.

“Voting and Support Agreement” means that certain agreement made in connection with the transaction contemplated by the Merger Agreement, dated as of January 16, 2020, by and among FPAC, Global Blue, Globetrotter, New Global Blue, the Founder and Third Point (together with the Founder, the “FPAC Shareholders”) pursuant to, and on the terms and subject to the conditions of which, each FPAC Shareholder has unconditionally and irrevocably agreed among other things to vote its shares of FPAC (representing approximately 25% of the outstanding shares), and take certain other actions, in support of the Business Combination.

 

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“Voting Shares” means, together, the New Global Blue Shares and the Series A Preferred Shares.

“VWAP” means, for any security as of any date(s), the daily dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (with “Market” function set to “VWAP,” “Currency” function set to “USD,” and “Period” function set to “Daily”; the resulting VWAP is shown next to the “Average” label).

“Warrant Agreement” means that certain Warrant Agreement, dated as of June 11, 2018, between FPAC and the warrant agent named therein.

“Warrants” means warrants, under the terms of the Warrant Agreement, to purchase FPAC Class A Common Stock issued in the IPO and simultaneous private placements. Each whole warrant entitles the holder thereof to purchase one share of FPAC Class A Common Stock at a price of $11.50 per share (subject to adjustment in accordance with the Warrant Agreement) and upon the Closing will become a New Global Blue Warrant.

 

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SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

The parties to the Merger Agreement are FPAC, Globetrotter, New Global Blue, US Holdco, US Merger Sub, Cayman Holdings, Global Blue, the FPAC Shareholders’ Representative and the Management Representative. Pursuant to the Merger Agreement, (1) the Seller Parties will undertake a series of transactions pursuant to which they will sell, exchange and contribute the Global Blue Shares for a mix of Cash Consideration and Share Consideration; and (2) US Merger Sub, a wholly-owned indirect subsidiary of New Global Blue, will merge with and into FPAC, with FPAC being the surviving corporation in the Merger and a wholly-owned indirect subsidiary of New Global Blue following the Merger. Upon consummation of the Business Combination, including the PIPE Investment, New Global Blue will become a publicly traded corporation.

The relative amounts of the Share Consideration and the Cash Consideration will vary depending on certain circumstances. Assuming a Closing Date of September 30, 2019, no adjustments under the Merger Agreement and the No Redemption Scenario, the Cash Consideration would be approximately $961 million and the Share Consideration would represent 42.1% of New Global Blue following the Closing. See the section entitled “The Business Combination Proposal.”

Under the Merger Agreement, upon the consummation of the Merger, each share of FPAC Common Stock (except for the Surrendered Shares and the Excluded Founder Shares), including those contained in Units of FPAC, will be exchanged for one New Global Blue Share, except that the holders of Public Shares shall be entitled to elect instead to have such shares redeemed and receive a pro rata portion of FPAC’s Trust Account, as provided in FPAC’s amended and restated certificate of incorporation. Additionally, each outstanding FPAC warrant will automatically become a New Global Blue Warrant that entitles the holder to purchase one New Global Blue Share in lieu of one share of FPAC Class A Common Stock.

In connection with the consummation of the Business Combination, the following will occur:

 

   

the Management Sellers will become shareholders of Global Blue through the Management Roll-Up;

 

   

the Founder will surrender the Surrendered Shares;

 

   

the Primary PIPE Investors will subscribe for and purchase 12,500,000 New Global Blue Shares from New Global Blue for $10.00 per share and an aggregate purchase price of $125.0 million;

 

   

the Secondary PIPE Investors will purchase Global Blue Shares (subject to reduction in the case of the Affiliated Secondary PIPE Investors if the Backstop is exercised) from Globetrotter and Cayman Holdings for an aggregate purchase price of up to $225.0 million and immediately contribute such Global Blue Shares to New Global Blue in exchange for the subsequent issue to such investors of up to 22,500,000 New Global Blue Shares at $10.00 per share;

 

   

the proceeds of the New Facilities Agreement will be used to repay the Existing Facilities;

 

   

prior to the Closing, the shareholders of New Global Blue will amend New Global Blue’s articles of association to be substantially in the form attached hereto as Annex B;

 

   

prior to the Closing, as permitted by the Merger Agreement, Global Blue will distribute a cash dividend to its pre-Business Combination shareholders in an amount such that Adjusted Net Debt as of the Adjustment Date would be €600 million (on a pro forma basis as of September 30, 2019, the amount of such dividend would have been approximately €0);

 

   

the Shareholders Agreement and the Relationship Agreement will become effective and the Registration Rights Agreement will be entered into; and

 

   

to the extent holders of Public Shares require FPAC to redeem more than 20,000,000 Public Shares, the Backstop Provider will, pursuant to the Backstop, purchase shares of FPAC Class A Common Stock, at $9.50 per share, for an aggregate purchase price equal to the total number of Public Shares in excess of

 

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20,000,000 shares redeemed multiplied by $10.00. To the extent the Backstop Provider purchases shares of FPAC Class A Common Stock pursuant to the Backstop, the commitment of the Affiliated Secondary PIPE Investors will be reduced dollar-for-dollar.

The following table summarizes the sources and uses for funding the Business Combination under both the No Redemption Scenario and the Maximum Redemption Scenario. The table assumes a September 30, 2019 Closing Date, no adjustment to the Share Consideration and the Cash Consideration under the Merger Agreement and an exchange rate of 1.1089 U.S. dollars per Euro. (Numbers may not foot due to rounding.)

 

     No Redemption      Maximum Redemption  
     (in millions)  

Sources

     

Trust Account

   $ 647.3      $ 647.3  

Primary PIPE

     125.0        125.0  

Strategic Secondary PIPE

     125.0        125.0  

Affiliated Secondary PIPE

     100.0        —    

Backstop

     —          391.8  

New Facilities

     698.6        698.6  

Global Blue Cash

     45.8        45.8  
  

 

 

    

 

 

 

Total

   $ 1,741.7      $ 2,033.6  
  

 

 

    

 

 

 

Uses

     

Cash Consideration

   $ 960.7      $ 646.9  

Redemptions(1)

     —          605.7  

Refinance Existing Facilities

     698.6        698.6  

Expenses

     82.4        82.4  
  

 

 

    

 

 

 

Total

   $ 1,741.7      $ 2,033.6  
  

 

 

    

 

 

 

 

(1)

Based on an assumed redemption value of $10.23 per share as of September 30, 2019.

The Merger Agreement may be terminated under certain customary and limited circumstances at any time prior the Closing, including, among other reasons:

 

   

by written consent of the GB Shareholders’ Representative and FPAC;

 

   

by written notice by either FPAC or the GB Shareholders’ Representative if the Closing has not occurred on or prior to August 31, 2020;

 

   

by written notice by either FPAC or the GB Shareholders’ Representative if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Business Combination, and such order or other action has become final and non-appealable;

 

   

by written notice to FPAC from the GB Shareholders’ Representative for FPAC’s uncured breach, such that the related closing condition would not be satisfied;

 

   

by written notice to the GB Shareholders’ Representative from FPAC for the uncured breach of the Seller Parties, New Global Blue, US Holdco or US Merger Sub, such that the related closing condition would not be satisfied; and

 

   

by written notice from either the GB Shareholders’ Representative or FPAC if FPAC holds its stockholder meeting to approve the Merger Agreement and the Business Combination and such approval is not obtained. See the sections entitled “The Business Combination Proposal—The Merger Agreement—Termination” and “The Business Combination Proposal—Related Agreements.”

 

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At the consummation of the Business Combination, the number of directors of New Global Blue will be increased to nine persons, the current directors of New Global Blue will remain as directors, and Thomas W. Farley, Chief Executive Officer, President and Chairman of FPAC, will become Chairman of New Global Blue. FPAC and Globetrotter are finalizing the composition of the board of directors of New Global Blue following the Business Combination. New Global Blue and FPAC expect that the remaining unnamed directors will be considered independent directors under the rules of the NYSE.

Upon completion of the Business Combination, the current officers of Global Blue will remain officers of Global Blue and will become officers of New Global Blue, holding equivalent positions to those held by them with Global Blue. See the section entitled “Management of New Global Blue Following the Business Combination.”

Organizational Structure

The following simplified diagram illustrates the ownership structure of Global Blue and FPAC immediately prior to the consummation of the Business Combination:

 

 

LOGO

 

*

Nominal assets and no operations.

 

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The following simplified diagram illustrates the ownership structure of New Global Blue immediately following the consummation of the Business Combination:

 

LOGO

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

Q. Why am I receiving this proxy statement/ prospectus?    A. FPAC, Global Blue and New Global Blue have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. The Merger Agreement provides for, among other things, (a) the Merger of US Merger Sub with and into FPAC, with FPAC surviving the Merger and each of the current security holders of FPAC receiving securities of New Global Blue, and (b) the sale, exchange and contribution of 100% of the Global Blue Shares by the holders thereof for the Cash Consideration and the Share Consideration. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.
Q. What is being voted on at the Special Meeting?    A. FPAC’s stockholders are being asked to vote to adopt the Merger Agreement and approve the transactions contemplated thereby. See the section entitled “The Business Combination Proposal.”
   The stockholders may also be asked to consider and vote upon a proposal to adjourn the meeting to a later date or dates to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Special Meeting, FPAC would not have been authorized to consummate the Business Combination. See the section entitled “The Adjournment Proposal.”
   FPAC will hold the Special Meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read it carefully.
   The vote of stockholders is important. Stockholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.
Q. Why is FPAC proposing the Business Combination?   

A. FPAC was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

 

FPAC completed its IPO of Units on June 14, 2018, with each Unit consisting of one share of its FPAC Class A Common Stock and one-third of one Warrant. Each whole Warrant entitles the holder to purchase one share of FPAC Class A Common Stock at a price of $11.50. FPAC also closed on the sale of the Units subject to over-allotment on June 14, 2018, raising total gross proceeds of $632,500,000. Since the IPO, FPAC’s activity has been limited to the evaluation of business combination candidates.

 

Global Blue serves as a strategic technology and payments partner to merchants, empowering them to capture the structural growth of international travelers shopping abroad. Based on FPAC’s due diligence investigations of Global Blue and the industry in which it operates, including the financial and other information provided by Global Blue in the course of their negotiations, FPAC believes that Global Blue has an appealing growth profile and a compelling valuation. As a result, FPAC believes that a business combination with Global Blue will provide FPAC stockholders with an opportunity to participate in a company with significant growth

 

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   potential. See the section entitled “The Business Combination Proposal—FPAC’s Board of Directors’ Reasons for the Approval of the Business Combination.”
Q. What will happen in the Business Combination?    A. At the Closing, US Merger Sub will merge with and into FPAC, with FPAC surviving such merger. Upon consummation of the Merger, FPAC will become a wholly-owned indirect subsidiary of New Global Blue and holders of FPAC securities will exchange their FPAC securities for securities of New Global Blue. In particular, (i) each outstanding share of FPAC Class A Common Stock (excluding shares that are redeemed by the holders) and each outstanding share of FPAC Class B Common Stock (except for the Surrendered Shares and the Excluded Founder Shares) will be converted into one New Global Blue Share, and (ii) each outstanding Warrant of FPAC will become one New Global Blue Warrant that will entitle the holder thereof to purchase one New Global Blue Share in lieu of one share of FPAC Class A Common Stock. Shareholders of Global Blue will sell, exchange and contribute their Global Blue Shares for consideration consisting of the Cash Consideration and the Share Consideration, as a result of which Global Blue will become a wholly-owned indirect subsidiary of New Global Blue.
Q. What will be the relative equity stakes of FPAC’s stockholders, the Seller Parties and the PIPE Investors in New Global Blue upon completion of the Business Combination?   

A. Upon consummation of the Business Combination, New Global Blue will become a new public company and each of FPAC and Global Blue will become a wholly-owned subsidiary of New Global Blue. The former security holders of FPAC and Global Blue (including the Secondary PIPE Investors), and the Primary PIPE Investors will all become security holders of New Global Blue.

 

Upon consummation of the Business Combination, assuming: (i) a September 30, 2019 Closing Date, (ii) the No Redemption Scenario and (iii) no adjustments under the Merger Agreement, the Cash Consideration would be approximately $961 million, and the post-Closing share ownership of New Global Blue would be as follows:

 

     New Global Blue Shares(1) (%)  

Seller Parties

     79,450,500 (42.1%)  

Affiliated Secondary PIPE Investors(2)

     10,000,000 (5.3%)  

Strategic Secondary PIPE Investor

     12,500,000 (6.6%)  

Primary PIPE Investors

     12,500,000 (6.6%)  

Founder/Directors(2)(3)

     10,812,500 (5.7%)  

Former FPAC Public Stockholders(2)(4)

     63,250,000 (33.6%)  
  

 

 

 

Total

     188,513,000 (100%)  

 

  

(1)   Excludes all 30,850,000 New Global Blue Warrants and 2,500,000 Contingent Shares.

(2)   Collectively, in the No Redemption Scenario, Third Point would beneficially own 24,692,500 New Global Blue Shares, or 13.1%, consisting of 10,000,000 shares from the PIPE Investment, 10,692,500 shares held by the Founder (as to which Third Point would have beneficial ownership, though Third Point and Thomas W. Farley, FPAC’s Chief Executive Officer, President and Chairman, would each have a pecuniary interest over a portion thereof) and 4,000,000 shares to be received in exchange for 4,000,000 shares of FPAC Class A Common Stock purchased by Third Point in FPAC’s IPO.

(3)   Includes 120,000 New Global Blue Shares to be received by FPAC’s independent directors.

(4)   Excludes the Founder Shares; includes 4,000,000 New Global Blue Shares to be received by Third Point and 65,700 New Global Blue Shares to be received by

 

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David W. Bonanno, FPAC’s Chief Financial Officer and a director of FPAC, in exchange for shares of Class A Common Stock purchased in FPAC’s IPO.

 

Pursuant to FPAC’s amended and restated certificate of incorporation, in connection with the completion of the Business Combination and assuming they cast a vote on the Business Combination Proposal, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with FPAC’s amended and restated certificate of incorporation. Payment for such redemptions will come from the Trust Account. To the extent holders of Public Shares elect to have their shares redeemed, the Cash Consideration and the Share Consideration to be paid to the shareholders of Global Blue will vary as described herein.

 

To the extent holders of Public Shares require FPAC to redeem more than 20,000,000 Public Shares, the Backstop Provider will, pursuant to the Backstop, purchase shares of FPAC Class A Common Stock at $9.50 per share, for an aggregate purchase price equal to the total number of Public Shares in excess of 20,000,000 shares redeemed multiplied by $10.00. To the extent the Backstop Provider purchases shares of FPAC Class A Common Stock pursuant to the Backstop, the commitment of the Affiliated Secondary PIPE Investors will be reduced dollar-for-dollar. The Affiliated Secondary PIPE Investors have also committed to provide equity financing to the Backstop Provider in the event that the Backstop Provider’s obligation to purchase shares of FPAC Class A Common Stock under the Backstop is triggered, and Globetrotter has third party beneficiary rights pursuant to the Third Party Beneficiary Rights Letter to specifically enforce such equity commitment as well as to specifically enforce FPAC’s rights under the Forward Purchase Agreement.

 

As a result of the Business Combination, assuming (i) a September 30, 2019 Closing Date, (ii) all Public Shares (other than the 4,000,000 shares held by Third Point and the 65,700 shares held by David Bonanno, which Third Point and Mr. Bonanno have agreed not to redeem) are redeemed, (iii) the Backstop is exercised and (iv) no adjustments under the Merger Agreement, the Cash Consideration would be approximately $647 million and the post-Closing share ownership of New Global Blue would be as follows:

 

     Series A
Preferred
Shares
    New Global Blue
Shares(1)
     Combined
(%)(2)
 

Seller Parties

     22,178,000 (6)      88,656,047        57.7

Affiliated Secondary PIPE Investors/ Backstop Provider(3)

     —         41,246,632        21.5

Strategic Secondary PIPE Investor

     —         12,500,000        6.5

Primary PIPE Investors

     —         12,500,000        6.5

Founder/Directors(3)(4)

     —         10,812,500        5.6

Former FPAC Stockholders(5)

     —         4,065,700        2.1
  

 

 

   

 

 

    

 

 

 

Total

     22,178,000       169,780,879        100

 

  

(1)   Excludes all 30,850,000 New Global Blue Warrants and 2,500,000 Contingent Shares.

(2)   Calculated based on the number of New Global Blue Shares plus Series A Preferred Shares on an as converted basis.

(3)   Collectively in the Maximum Redemption Scenario, Third Point would beneficially own 55,939,132 New Global Blue Shares, or 29.1%, consisting of

 

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41,246,632 shares from the Backstop, 10,692,500 shares held by the Founder (as to which Third Point would have beneficial ownership, though Third Point and Thomas W. Farley would each have a pecuniary interest over a portion thereof) and 4,000,000 shares to be received in exchange for 4,000,000 shares of FPAC Class A Common Stock purchased by Third Point in FPAC’s IPO.

(4)   Includes 120,000 New Global Blue Shares to be received by FPAC’s independent directors.

(5)   Excludes the Founder Shares; includes 4,000,000 New Global Blue Shares to be received by Third Point and 65,700 New Global Blue Shares to be received by David W. Bonanno, in exchange for shares of Class A Common Stock purchased in FPAC’s IPO.

(6)   To the extent holders of Public Shares elect to redeem more than 5,000,000 Public Shares, Series A Preferred Shares of equal value to the value of the Public Shares redeemed in excess of 5,000,000 Public Shares would be issued to the Seller Parties. Series A Preferred Shares are convertible into New Global Blue Shares on a one-to-one basis, subject to anti-dilution protections.

Q. What are the U.S. Federal income tax consequences of the Business Combination to U.S. holders of FPAC Common Stock and/or FPAC Public Warrants?   

A. As described more fully under the section entitled “The Business Combination Proposal—Material Tax Considerations—Material U.S. Federal Income Tax Considerations—U.S. Holders,” subject to the discussions below of FPAC Public Warrants and Section 367(a) of the Code, the deemed exchange by a U.S. holder of FPAC Common Stock for New Global Blue Shares resulting from the Merger and related transactions is expected to qualify as an exchange within the meaning of Section 35l(a) of the Code. In addition, the parties expect that Section 367(a) of the Code should not cause New Global Blue to not be treated as a corporation for purposes of the non-recognition rules under Section 351(a) of the Code.

 

Accordingly, the expected U.S. federal income tax treatment of U.S. holders of FPAC securities is as follows: (1) a U.S. holder that owns only FPAC Common Stock but not FPAC Public Warrants and that exchanges such FPAC Common Stock for New Global Blue Shares generally should not recognize gain or loss, (2) a U.S. holder that owns only FPAC Public Warrants but not FPAC Common Stock and whose FPAC Public Warrants convert into New Global Blue Warrants should recognize gain or loss upon the deemed exchange of FPAC Public Warrants for New Global Blue Warrants equal to the difference between the fair market value of the New Global Blue Warrants deemed received and such U.S. holder’s adjusted tax basis in such U.S. holder’s FPAC Public Warrants, and (3) a U.S. holder that receives New Global Blue Shares and whose FPAC Public Warrants convert into New Global Blue Warrants should recognize gain (if any) with respect to the shares of FPAC Common Stock and FPAC Public Warrant held immediately prior to the Merger in an amount equal to the lesser of (i) the excess (if any) of the fair market value of the New Global Blue Shares and New Global Blue Warrants deemed to be received over such U.S. holder’s tax basis in the FPAC Common Stock and FPAC Public Warrants deemed to be exchanged therefor or (ii) the fair market value of the New Global Blue Warrants deemed to be received in exchange for such FPAC Common Stock and FPAC Public Warrants. Any loss realized by a U.S. holder would not be recognized.

 

Even if the deemed exchange by a U.S. holder of FPAC Common Stock for New Global Blue Shares resulting from the Merger and related transactions qualifies as an exchange within the meaning of Section 351 of the Code, if Section 367(a) of the Code applies to the deemed exchange, a U.S. holder would generally recognize gain (but not loss) with respect to such U.S. holder’s FPAC Common Stock, if any, in an

 

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amount equal to the excess of (i) the fair market value of the New Global Blue Shares deemed received by such U.S. holder in the Merger with respect to such U.S. holder’s FPAC Common Stock, over (ii) such U.S. holder’s adjusted tax basis in such shares of FPAC Common Stock. This could result in a U.S. holder of FPAC Common Stock recognizing a greater amount of gain for U.S. federal income tax purposes than such holder would have recognized if Section 367(a) of the Code did not apply.

 

The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “The Business Combination Proposal—Material Tax Considerations—Material U.S. Federal Income Tax Considerations.”

Q. What are the U.S. federal income tax consequences of exercising my redemption rights?    A. The receipt of cash by a U.S. holder of FPAC Common Stock in redemption of such shares will be a taxable transaction for U.S. federal income tax purposes. Please see the section entitled “The Business Combination Proposal—Material Tax Considerations—Material U.S. Federal Income Tax Considerations—Redemption of FPAC Common Stock” for additional information. You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.
Q. What conditions must be satisfied to complete the Business Combination?   

A. There are a number of closing conditions to the Business Combination, including, but not limited to, the following:

 

•  the adoption of the Merger Agreement and the approval of the transactions contemplated thereby and related matters by the requisite vote of FPAC’s stockholders;

 

•  obtaining requisite regulatory approvals and specified third party consents;

 

•  no law or order preventing or prohibiting the transactions contemplated by the Merger Agreement;

 

•  the New Global Blue Shares to be issued in connection with the transactions having been approved for listing on the NYSE, subject only to official notice of issuance thereof;

 

•  the articles of association of New Global Blue having been amended in their entirety substantially in the form attached hereto as Annex B; and

 

•  the effectiveness of the registration statement of which this proxy statement/prospectus forms a part.

 

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal—The Merger Agreement.”

Q. Did the FPAC board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?    A. FPAC’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination with Global Blue. The officers and directors of FPAC have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of FPAC’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination with Global Blue. In addition, FPAC’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of FPAC’s board of directors in valuing Global Blue’s

 

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   business, and assuming the risk that the board of directors may not have properly valued such business.
Q. How many votes do I have at the Special Meeting?    A. FPAC stockholders are entitled to one vote at the Special Meeting for each share of FPAC Common Stock held of record as of             , 2020, the record date for the Special Meeting (the “record date”). As of the close of business on the record date, there were 79,062,500 shares of FPAC Common Stock outstanding. This includes 63,250,000 shares of FPAC Class A Common Stock and 15,812,500 shares of FPAC Class B Common Stock.
Q. What vote is required to approve the proposals presented at the Special Meeting?    A. The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of FPAC Common Stock entitled to vote. The approval of the Adjournment Proposal, if presented, will require the affirmative vote of a majority of the votes cast by holders of shares of FPAC Common Stock present and entitled to vote at the Special Meeting. A stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will have the same effect as voting “AGAINST” the Business Combination Proposal; but, assuming a quorum is established, will have no effect on the Adjournment Proposal.
Q. What constitutes a quorum at the Special Meeting?    A. Holders of a majority in voting power of FPAC Common Stock issued and outstanding and entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the record date, 39,531,251 shares of FPAC Common Stock would be required to achieve a quorum.
Q. How do the insiders of FPAC intend to vote on the proposals?    A. The Founder, the officers and directors of FPAC, and Third Point beneficially own and are entitled to vote an aggregate of approximately 25% of the outstanding shares of FPAC’s Common Stock. These parties have agreed to vote their securities in favor of the Business Combination Proposal. The Founder, officers and directors, and Third Point have also indicated that they intend to vote their shares in favor of the Adjournment Proposal, if presented at the meeting.
Q. Do I have redemption rights?    A. Yes. Pursuant to FPAC’s amended and restated certificate of incorporation, in connection with the completion of the Business Combination, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with FPAC’s amended and restated certificate of incorporation. For illustrative purposes, as of September 30, 2019, this would have amounted to approximately $10.23 per share. If a holder exercises its redemption rights, then such holder will be exchanging its Public Shares for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to FPAC’s transfer agent prior to the Special Meeting and votes on the Business Combination Proposal. See the section titled “Special Meeting of FPAC Stockholders—Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
Q. As long as I vote on the Business Combination, will how I vote affect my ability to exercise redemption rights?    A. No. You may exercise your redemption rights whether you vote your shares of FPAC Common Stock “FOR” or “AGAINST” the Business Combination Proposal or the Adjournment Proposal. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of the NYSE.

 

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Q. How do I exercise my redemption rights?    If you are a Public Stockholder and wish to exercise your right to have your Public Shares redeemed, you must:
  

•  submit a written request to Continental Stock Transfer & Trust Company, FPAC’s transfer agent, in which you (i) request that FPAC redeem all or a portion of your Public Shares for cash, and (ii) identify yourself as the beneficial holder of the Public Shares and provide your legal name, phone number and address; and

  

•  deliver your Public Shares to Continental Stock Transfer & Trust Company, FPAC’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

   Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., eastern time, on                     , 2020 (two (2) business days before the Special Meeting) in order for their shares to be redeemed.
   The address of Continental Stock Transfer & Trust Company, FPAC’s transfer agent, is listed under the question “Who can help answer my questions?” below.
   Holders of Units must elect to separate the Units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Units into the underlying Public Shares and Public Warrants, or if a holder holds Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, FPAC’s transfer agent, directly and instruct them to do so.
   Public shareholders will be entitled to request that their Public Shares be redeemed for a pro rata portion of the amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to FPAC (net of taxes payable). For illustrative purposes, as of September 30, 2019, this would have amounted to approximately $10.23 per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of FPAC’s creditors, if any, which would have priority over the claims of FPAC’s Public Stockholders, regardless of whether such Public Stockholders vote or, if they do vote, irrespective of if they vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. If you do vote, irrespective of how you vote, on any proposal, including the Business Combination Proposal, it will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to Public Stockholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Business Combination.
   A holder of Public Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), may not seek to have more than 15% of the aggregate Public Shares redeemed without the consent of FPAC.

 

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   Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting, but only with the consent of FPAC. If you deliver your shares for redemption to Continental Stock Transfer & Trust Company, FPAC’s transfer agent, and later decide prior to the Special Meeting not to elect redemption, you may request that FPAC consent to FPAC’s transfer agent returning the shares (physically or electronically) to you. You may make such request by contacting Continental Stock Transfer & Trust Company, at the phone number or address listed under the question “Who can help answer my questions?” below.
   Any corrected or changed written exercise of redemption rights must be received by Continental Stock Transfer & Trust Company, FPAC’s transfer agent, prior to the vote taken on the Business Combination Proposal at the Special Meeting. No request for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Continental Stock Transfer & Trust Company, at least two business days prior to the vote at the Special Meeting.
   If you exercise your redemption rights, then you will be exchanging your shares of FPAC Common Stock for cash and will not be entitled to New Global Blue Shares upon consummation of the Business Combination.
   If you are a holder of Public Shares and you exercise your redemption rights, such exercise will not result in the loss of any Warrants that you may hold.
Q. If I am a Warrant holder, can I exercise redemption rights with respect to my Warrants?    A. No. The holders of Warrants have no redemption rights with respect to such securities.
Q. If I am a Unit holder, can I exercise redemption rights with respect to my Units?   

A. No. Holders of outstanding Units must separate the underlying shares of FPAC Common Stock and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

 

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, FPAC’s transfer agent, with written instructions to separate such Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

   If a broker, bank, or other nominee holds your Units, you must instruct such broker, bank or nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, FPAC’s transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the

 

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   Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Q. Do I have appraisal rights if I object to the proposed Business Combination?    A. No. Neither FPAC stockholders nor its unit holders or warrant holders have appraisal rights in connection with the Business Combination under the DGCL.
Q. I am an FPAC warrant holder. Why am I receiving this proxy statement/prospectus?    A. As a holder of FPAC Warrants, which will become New Global Blue Warrants, you will be entitled to purchase one New Global Blue Share in lieu of one share of FPAC Class A Common Stock at a purchase price of $11.50 upon consummation of the Business Combination. This proxy statement/prospectus includes important information about New Global Blue and the business of New Global Blue and its subsidiaries following consummation of the Business Combination. Since holders of FPAC Warrants will become holders of New Global Blue Warrants and may become holders of New Global Blue Shares upon consummation of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.
Q. What happens to the funds deposited in the Trust Account after consummation of the Business Combination?    A. Of the net proceeds of FPAC’s IPO (including the net proceeds of the underwriters’ exercise of their over-allotment option) and simultaneous private placements, a total of $632,500,000 were placed in the Trust Account immediately following the IPO. After consummation of the Business Combination, the funds in the Trust Account will be released to New Global Blue and used by New Global Blue to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination with Global Blue (including fees of an aggregate of approximately $20,737,500 million to certain underwriters in connection with the IPO) and for expenses related to prior proposed business combinations that were not consummated.
Q. What happens if a substantial number of Public Stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?    A. Unlike other blank check companies which require Public Stockholders to vote against a Business Combination in order to exercise their redemption rights, FPAC’s Public Stockholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are substantially reduced as a result of redemption by Public Stockholders. However, the Business Combination will not be consummated if, upon the consummation of the Business Combination, FPAC does not have at least $5,000,001 in net tangible assets after giving effect to the payment of amounts that FPAC will be required to pay to redeeming stockholders upon consummation of the Business Combination. However, the Backstop Provider has agreed to purchase and subscribe for shares of FPAC Class A Common Stock in the event the number of redeemed shares exceeds 20,000,000. As a result, so long as the Backstop Provider performs its obligations, the foregoing condition will be met. Nonetheless, in the event of significant redemptions, with fewer Public Shares and Public Stockholders, the trading market for New Global Blue Shares may be less liquid than the market for shares of FPAC Common Stock was prior to the Merger and New Global Blue may not be able to meet the listing standards for the NYSE or another national securities exchange.

 

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Q. What happens if the Business Combination is not consummated?    A. If FPAC does not complete the Business Combination with Global Blue (or another Initial Business Combination) by September 14, 2020, FPAC must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (approximately $10.23 per share as of September 30, 2019).
Q. When do you expect the Business Combination to be completed?    A. It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting which is scheduled for             , 2020; however, such meeting could be adjourned, as described above. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination Proposal—The Merger Agreement—Conditions to Closing.”
Q. What do I need to do now?    A. FPAC urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of FPAC. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q. How do I vote?    A. If you are a holder of record of FPAC Common Stock on the record date, you may vote in person at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker, bank or nominee.
Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?    A. No. As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Business Combination Proposal unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Failure to instruct your broker, bank or nominee on how to vote will have the same effect as a vote “AGAINST” the Business Combination Proposal, but will not affect the Adjournment Proposal.
Q. May I change my vote after I have mailed my signed proxy card?    A. Yes. Stockholders may send a later-dated, signed proxy card to FPAC’s secretary at the address set forth below so that it is received by FPAC’s Chief Executive Officer prior to the vote at the Special Meeting or attend the Special Meeting in person and vote. Stockholders also may revoke their proxy by sending a notice of revocation to FPAC’s Chief Executive Officer, which must be received by FPAC’s Chief Executive Officer prior to the vote at the Special Meeting.
Q. What happens if I fail to take any action with respect to the Special Meeting?    A. If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will become a shareholder and/or warrant holder of New Global Blue. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of FPAC.

 

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Q. What should I do if I receive more than one set of voting materials?    A. Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your FPAC Common Stock.
Q. What happens if I sell my FPAC Common Stock before the Special Meeting?    A. The record date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date the Business Combination is expected to be completed. If you transfer your shares after the applicable record date, but before the Special Meeting date, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting.
Q. Who can help answer my questions?    A. If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:
  
   You may also obtain additional information about FPAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your stock (either physically or electronically) to FPAC’s transfer agent at the address below at least two (2) business days prior to the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:
  

Attention: Shareholder Department
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004

Telephone: 212-509-4000

E-mail: cstmail@continentalstock.com

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/prospectus. The Merger Agreement is the legal document that governs the Merger and share exchange and the other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Proposal—The Merger Agreement.”

The Parties

Global Blue

Global Blue is a stock corporation (Aktiengesellschaft) incorporated under Swiss law and is domiciled in Switzerland. Global Blue was incorporated in Switzerland on March 16, 2018. Prior to such time, Global Blue Investment & Co S.C.A., which is an indirect wholly owned subsidiary of Global Blue, had been the holding company of Global Blue since August 1, 2012, when funds and investment vehicles directly or indirectly managed and/or advised by Silver Lake and Partners Group acquired, in aggregate, 100% of the share capital of Global Blue Luxembourg Holdings S.à r.l., the parent company of Global Blue at the time (the “2012 GB Acquisition”).

Global Blue serves as a strategic technology and payments partner to merchants, empowering them to capture the structural growth of international travelers shopping abroad (“international shoppers”), driven by multiple macroeconomic tailwinds. Global Blue established the concept of third-party serviced tax free shopping (“TFS”) in Sweden in 1980 and has emerged as both a global leader (based on its share of the TFS segment) and a pioneer in technology for TFS. Global Blue also offers added-value payment solutions (“AVPS”), including dynamic currency conversion (“DCC”), for which it is a leading provider. As of September 30, 2019, Global Blue operated across more than 50 countries, enabling approximately 29 million international shoppers to claim value added tax (“VAT”) refunds on international shopping or complete international transactions in their home currency for the financial year ended March 31, 2019. At its core, Global Blue is a technology platform that serves a network of more than 400,000 merchant stores globally with both TFS and AVPS, facilitating 64 million transactions amounting to €22.6 billion per year (for the financial year ended March 31, 2019) and delivering economic benefits to a complex ecosystem of merchants, international shoppers and customs and tax authorities.

The mailing address of Global Blue’s principal executive office is Zürichstrasse 38, 8306 Brüttisellen, Switzerland and its telephone number is +41 22 363 77 40.

FPAC

FPAC is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. FPAC was incorporated under the laws of Delaware on February 23, 2018.

On June 14, 2018, FPAC closed its IPO of 63,250,000 Units (including 8,250,000 Units issued pursuant to the underwriters’ over-allotment option), with each unit consisting of one share of FPAC Class A Common Stock and one-third of one Warrant. Each whole Warrant entitles the holder to purchase one share of FPAC’s Class A Common Stock at a purchase price of $11.50 upon consummation of an Initial Business Combination. The Units from the IPO (including the over-allotment option) were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $632,500,000. Simultaneously with the consummation of the IPO and the exercise of the



 

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underwriters’ over-allotment option, FPAC consummated the private sale of 9,766,667 Warrants to the Founder, at a price of $1.50 per whole Warrant for an aggregate purchase price of $14,650,000. A total of $632,500,000 (including $20,737,500 of deferred underwriting fees payable to the underwriters of the initial public offering upon completion of a business combination) was deposited into the Trust Account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The IPO was conducted pursuant to registration statements on Form S-1 (Reg. No. 333-225093 and Reg. No. 333-225565) that became effective on June 11, 2018. As of the date of this proxy statement/prospectus, there was approximately $                 million held in the Trust Account.

After consummation of the Business Combination, the funds in the Trust Account will be released to New Global Blue and used to pay the Cash Consideration to the Seller Parties, to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination, and for expenses related to prior proposed business combinations that were not consummated.

FPAC Units, FPAC Class A Common Stock and Warrants are listed on the NYSE under the symbols “FPAC.UN,” “FPAC,” and “FPAC.WS,” respectively.

The mailing address of FPAC’s principal executive office is 18 West 18th Street, New York, NY 10011. After the consummation of the Business Combination, it will become a wholly-owned indirect subsidiary of New Global Blue.

New Global Blue

New Global Blue is considered a foreign private issuer as defined in Rule 3b-4 under the Exchange Act. New Global Blue was incorporated under the laws of Switzerland on December 10, 2019 solely for the purpose of effectuating the Business Combination described herein. New Global Blue is a subsidiary of Globetrotter, owns no material assets and does not operate any business.

New Global Blue was incorporated with an aggregate share capital of CHF 100,000 divided into 10,000,000 registered shares of CHF 0.01 per share. These shares represent all New Global Blue Shares that are currently issued and outstanding. For descriptions of New Global Blue’s securities, please see the section titled “Description of New Global Blue Securities.

Prior to the consummation of the Business Combination, the sole shareholder of New Global Blue is Globetrotter. Prior to the consummation of the Business Combination, the directors of New Global Blue are Joseph Osnoss, Marcel Erni, Christian Lucas and Jacques Stern. As of the consummation of the Business Combination, the number of directors of New Global Blue will be increased to nine persons and the current directors of New Global Blue will remain as directors, and Thomas W. Farley, Chief Executive Officer, President and Chairman of FPAC will become Chairman of New Global Blue. FPAC and Globetrotter are finalizing the composition of the board of directors of New Global Blue following the Business Combination. New Global Blue and FPAC expect that the remaining unnamed directors will be considered independent directors under the rules of the NYSE.

The mailing address of New Global Blue’s registered office is Zürichstrasse 38, 8306 Brüttisellen, Switzerland. After the consummation of the Business Combination, its principal executive office will be that of Global Blue, located at Zürichstrasse 38, 8306 Brüttisellen, Switzerland and its telephone number will be +41 22 363 77 40.

The Business Combination Proposal

On January 16, 2020, FPAC entered into the Merger Agreement with New Global Blue, US Merger Sub, Global Blue, Globetrotter, US Holdco, Cayman Holdings, the FPAC Shareholders’ Representative, the Management



 

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Representative, the Management Sellers and, solely for the purpose of section 2.20 and 8.01 of the Merger Agreement, the Founder.

Pursuant to the Merger Agreement, subject to the terms and conditions set forth therein, at the Closing, the Seller Parties will undertake a series of transactions pursuant to which they will sell, exchange and contribute the Global Blue Shares for a mix of the Cash Consideration and the Share Consideration, and US Merger Sub, a wholly-owned indirect subsidiary of New Global Blue, will merge with and into FPAC, with FPAC being the surviving corporation in the Merger. The relative amounts of the Share Consideration and the Cash Consideration will vary depending on certain circumstances. Assuming a Closing Date of September 30, 2019, no adjustments under the Merger Agreement and the No Redemption Scenario, the Cash Consideration would be approximately $961 million and the Share Consideration would represent approximately 42.1% of New Global Blue following the Closing. See the section titled “The Business Combination Proposal.”

Pursuant to the Merger Agreement, upon the consummation of the Business Combination (i) each of the 63,250,000 outstanding shares of FPAC Class A Common Stock (excluding shares that are redeemed by the holders) and 10,812,500 shares of FPAC Class B Common Stock (being the 15,812,500 outstanding shares of FPAC Class B Common Stock less 2,500,000 Surrendered Shares and less 2,500,000 Excluded Founder Shares to be exchanged for the right to receive the Contingent Shares) will become one New Global Blue Share, and (ii) each of the 30,850,000 outstanding Warrants of FPAC will become one New Global Blue Warrant that will entitle the holder thereof to purchase for $11.50 one New Global Blue Share in lieu of one share of FPAC Class A Common Stock.

The Units (consisting of one share of FPAC Class A Common Stock and one third of one Warrant), FPAC Class A Common Stock and Warrants are currently listed on the NYSE under the symbols “FPAC.UN,” “FPAC” and “FPAC.WS,” respectively. New Global Blue will apply for listing, to be effective at the time of the Closing of the Business Combination, of the New Global Blue Shares and New Global Blue Warrants on the NYSE under the proposed symbols “GB” and “GB.WS” respectively. In connection with the completion of the Business Combination, FPAC’s Units will be separated into their component securities.

In addition to the approval of the Business Combination Proposal, unless waived by the parties to the Merger Agreement, in accordance with applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Merger Agreement. For more information about the closing conditions to the Business Combination, see the section titled “The Business Combination Proposal—The Merger Agreement—Conditions to Closing.”

In connection with the Business Combination, certain related agreements have been, or will be entered into on or prior to the Closing Date, including:

 

   

The Voting and Support Agreement among FPAC, Global Blue, Globetrotter, New Global Blue, the Founder and Third Point, pursuant to, and on the terms and subject to the conditions of which, each FPAC Shareholder has unconditionally and irrevocably agreed among other things to vote its shares of FPAC (representing approximately 25% of the outstanding shares), and take certain other actions, in support of the Business Combination;

 

   

The Founder Shares Surrender Agreement, which provides that the Founder shall automatically irrevocably surrender to New Global Blue, for no consideration and as a deemed contribution to the capital of New Global Blue, the Surrendered Shares and New Global Blue shall immediately cancel the Surrendered Shares;

 

   

The Relationship Agreement among Globetrotter, the Founder and New Global Blue, which will regulate the relationship among such parties following the Closing. Among other things, the parties have made certain agreements with respect to the designation of board members for New Global Blue;



 

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The Shareholders Agreement among Cayman Holdings, Globetrotter, the Founder and certain persons who will be shareholders of New Global Blue will regulate the relationship among such shareholders following the Closing with respect to each other, in connection with New Global Blue. Among other things, and as described therein, the parties have agreed to certain lock-ups of such parties’ New Global Blue securities for various periods, the longest of which is up to one year from the Closing; and

 

   

The Registration Rights Agreement to be entered into at the Closing by and between New Global Blue and certain persons who will be shareholders of New Global Blue after the Closing pursuant to which New Global Blue has agreed to grant the other parties thereto registration rights in respect of their New Global Blue Shares and certain other securities.

Concurrently with the execution and delivery of the Merger Agreement, New Global Blue and Globetrotter entered into certain share purchase and contribution agreements with the Secondary PIPE Investors pursuant to which (i) the Affiliated Secondary PIPE Investors and (ii) the Strategic Secondary PIPE Investor have committed to purchase, concurrently with the Closing, Global Blue Shares from Globetrotter and Cayman Holdings for an aggregate purchase price of up to $100.0 million and equal to $125.0 million, respectively and immediately contribute such Global Blue Shares to New Global Blue in exchange for the subsequent issue of up to 10,000,000 and 12,500,000, respectively, New Global Blue Shares at $10.00 per share. The commitment of the Affiliated Secondary PIPE Investors is subject to reduction as described below in connection with the exercise of the Backstop. The agreement with the Strategic Secondary PIPE Investor includes an 18-month lock-up transfer restriction on the New Global Blue Shares to be acquired by it.

Concurrently with the execution and delivery of the Merger Agreement, New Global Blue, FPAC and the Primary PIPE Investors entered into share subscription agreements pursuant to which the Primary PIPE Investors have committed to subscribe for and purchase, concurrently with the Closing, in the aggregate, 12,500,000 New Global Blue Shares for $10.00 per share or an aggregate purchase price equal to $125.0 million.

Prior to the Closing, the Management Sellers will become shareholders of Global Blue through the Management Roll-up.

Prior to the Closing, as permitted by the Merger Agreement, Global Blue will distribute a cash dividend to Globetrotter and Cayman Holdings in an amount such that Adjusted Net Debt as of the Adjustment Date would be €600 million. On a pro forma basis as of September 30, 2019, the amount of such dividend would have been approximately €0.

In connection with the completion of the Business Combination the €630 million Existing Term Loan Facility and the €80 million Existing Revolving Credit Facility will be refinanced pursuant to the New Facilities Agreement.

The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the Special Meeting to authorize FPAC to consummate the Business Combination, FPAC’s board of directors may submit a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. Please see the section entitled “The Adjournment Proposal.”

Date, Time and Place of Special Meeting of FPAC’s Stockholders

The Special Meeting of the stockholders of FPAC will be held at             , eastern time, on                , 2020, at the offices of Morgan, Lewis & Bockius LLP, FPAC’s counsel, at 101 Park Avenue, New York, NY 10178, to consider and vote upon the Business Combination Proposal and if necessary, the Adjournment Proposal.



 

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Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of FPAC Common Stock at the close of business on                , 2020, which is the record date for the Special Meeting. Stockholders will have one vote for each share of FPAC Common Stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. Warrants do not have voting rights. On the record date, there were 79,062,000 shares of FPAC Common Stock outstanding, of which 63,250,000 were Public Shares.

Quorum and Vote of FPAC Stockholders

A quorum of FPAC stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum; broker non-votes will not. The proposals presented at the Special Meeting will require the following votes:

 

   

Pursuant to the DGCL, the approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of FPAC Common Stock. There are currently 79,062,500 shares of FPAC Common Stock outstanding, of which 63,250,000 are Public Shares.

 

   

The approval of the Adjournment Proposal if presented will require the affirmative vote of a majority of the votes cast by holders of shares of FPAC Common Stock present and entitled to vote at the meeting.

 

   

Abstentions and Broker Non-Votes will have the same effect as a vote “AGAINST” the Business Combination Proposal, but will have no effect on the Adjournment Proposal.

Certain Voting Arrangements

As of                     , 2020, the record date for the Special Meeting, the Founder beneficially owned and was entitled to vote 15,692,500 shares of FPAC Common Stock, FPAC’s officers and directors beneficially owned and were entitled to vote 120,000 shares of FPAC Common Stock, David W. Bonanno, FPAC’s Chief Financial Officer and a director beneficially owned and was entitled to vote 65,700 shares of FPAC Common Stock and Third Point beneficially owned and was entitled to vote 4,000,000 shares of FPAC Common Stock. In the aggregate, the foregoing shares represent approximately 25% of the issued and outstanding shares of FPAC Common Stock. Each of the foregoing have committed to FPAC to vote such shares in favor of the Business Combination. In addition, the Founder and Third Point have entered into the Voting and Support Agreement whereby they have agreed with the Seller Parties to similarly vote their shares in favor of, and take certain other actions in support of, the Business Combination (including causing such shares to be present at the Special Meeting for the purposes of establishing a quorum).

Redemption Rights

Pursuant to FPAC’s amended and restated certificate of incorporation, a holder of Public Shares may demand that FPAC convert such shares into cash if the Business Combination is consummated. You will be entitled to receive cash for your Public Shares only if you affirmatively vote either for or against the Business Combination Proposal and demand that FPAC convert your shares into cash no later than 5:00 p.m. eastern time on                , 2020 (two (2) business days prior to the Special Meeting) by (A) checking the applicable box on the proxy card to indicate your vote, (B) by submitting your redemption request in writing to Continental Stock Transfer & Trust Company and (C) delivering your stock to FPAC’s transfer agent physically or electronically using DTC’s



 

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DWAC (Deposit Withdrawal at Custodian) System. If you fail to affirmatively vote either for or against the Business Combination Proposal, including as a result of an abstention or Broker Non-Vote, you will not be permitted to exercise your redemption rights. If the Business Combination is not completed, these shares will not be converted into cash. In such case, FPAC will promptly return any shares delivered by holders of Public Shares for redemption and such holders may only share in the assets of the Trust Account upon the liquidation of FPAC. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their redemption rights in connection therewith due to potential claims of creditors. If a holder of Public Shares properly demands redemption, FPAC will convert each Public Share redeemed into a full pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of             , 2020, the record date, this would amount to approximately $                per share. If a holder of Public Shares exercises its redemption rights, then it will be exchanging its shares of FPAC Common Stock for cash and will no longer own the shares. See the section entitled “Special Meeting of FPAC Stockholders—Redemption Rights” for a detailed description of the procedures to be followed if you wish to convert your shares of FPAC Common Stock into cash.

Holders of Warrants and Units will not have redemption rights with respect to such securities.

Appraisal Rights

FPAC stockholders (including the initial stockholders) and holders of other FPAC securities do not have appraisal rights in connection with the merger under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. FPAC has engaged                                  to assist in the solicitation of proxies.

If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of FPAC Stockholders—Revoking Your Proxy.”

Interests of FPAC’s Directors and Officers in the Business Combination

When you consider the recommendation of FPAC’s board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that FPAC’s initial stockholders, including its directors and executive officers, have interests in such proposal that are different from, or in addition to, the interests of a Public Stockholder or a Warrant holder. These interests include, among other things:

 

   

If the Business Combination with Global Blue or another business combination is not consummated by September 14, 2020, FPAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 15,812,500 initial shares held by FPAC’s initial stockholders (the Founder and FPAC’s directors), which were acquired for an aggregate purchase price of $25,000 prior to FPAC’s IPO, would be worthless because FPAC’s initial stockholders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $         million based upon the closing price of $        per share on the NYSE on            , 2020.

 

   

The Founder purchased an aggregate of 9,766,667 Warrants from FPAC for an aggregate purchase price of $14,650,000 (or $1.50 per Warrant). This purchase took place on a private placement basis simultaneously with the consummation of the IPO. All of the proceeds FPAC received from this



 

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purchase was placed in the Trust Account. Such Warrants had an aggregate market value of $        million based upon the closing price of $        per unit on the NYSE on             , 2020. The purchasers of the private Units waived the right to participate in any redemption or liquidation distribution with respect to such private Units. Accordingly, FPAC Common Stock and Warrants underlying the private Units will become worthless (as will Warrants held by Public Stockholders) if FPAC does not consummate a business combination by September 14, 2020.

 

   

The market value of each of the FPAC independent directors’ current equity ownership of FPAC Class A Common Stock and Units, based on the closing price of $        per share of FPAC Class A Common Stock and $        per Unit on the NYSE as of            , 2020, is approximately $        million.

 

   

The Merger Agreement provides that Thomas W. Farley, FPAC’s Chief Executive Officer, President and Chairman will become Chairman of New Global Blue. As such, in the future he may receive any cash fees, stock options or stock awards that the New Global Blue board of directors determines to pay to its Chairman.

 

   

David W. Bonanno, FPAC’s Chief Financial Officer and director, has an agreement with the Founder whereby if he remains employed by FPAC as of the Closing Date (or the closing date of another Initial Business Combination), or if his employment were terminated without cause or due to death or disability, he will be entitled to a payment comprised of a portion of the Founder’s New Global Blue Shares and New Global Blue Warrants with a value determined based on the trading value of New Global Blue Shares following the Closing Date, but in no event in excess of $10.0 million.

 

   

If New Global Blue is unable to complete the Business Combination within the required time period, FPAC’s executive officers will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target business(es) or claims of vendors or other entities that are owed money by FPAC for services rendered or contracted for or products sold to FPAC, but only if such a vendor or target business has not executed a waiver.

 

   

FPAC’s initial stockholders, including its officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on FPAC’s behalf, such as identifying and investigating possible business targets and business combinations. However, if FPAC fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, FPAC may not be able to reimburse these expenses if the Business Combination with Global Blue or another business combination, is not completed by September 14, 2020. As of the date of this proxy statement/prospectus, there are no unpaid reimbursable expenses.

 

   

The Merger Agreement provides that New Global Blue will indemnify and hold harmless each present and former director and officer of FPAC against any costs or expenses in connection with any action arising out of or pertaining to matters existing or occurring at or prior to the Closing. The Merger Agreement also provides that New Global Blue will maintain for not less than six years from the Closing provisions in its organizational documents regarding the indemnification and exoneration of officers and directors that are no less favorable to such persons than the provisions in such organizational documents in effect on the date of the Merger Agreement.

 

   

The Merger Agreement provides that for six years from the Closing, New Global Blue shall or shall cause its subsidiaries to maintain directors’ and officers’ liability insurance covering persons currently covered by FPAC’s directors’ and officers’ liability insurance policies on terms not less favorable than the terms of such current directors’ and officers’ liability insurance policies.

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shareholders and/or their respective affiliates may purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of FPAC Common Stock or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the shares outstanding and entitled to vote at the Special Meeting to approve the Business Combination Proposal vote in its favor, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against a potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or Warrants owned by the FPAC initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on the price of FPAC Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase FPAC Common Stock at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of FPAC Common Stock by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and would likely increase the chances that such proposal would be approved.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. FPAC will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Recommendation to Stockholders

FPAC’s board of directors believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are fair to and in the best interest of FPAC’s stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal and “FOR” the Adjournment Proposal, if presented.

Conditions to the Closing of the Business Combination

The obligations of each party to consummate the Business Combination are subject to the satisfaction or waiver of customary conditions and Closing deliverables, including:

 

   

the approval of the Merger Agreement and the transactions contemplated thereby and related matters by the requisite vote of FPAC’s stockholders;

 

   

obtaining requisite regulatory approvals and specified third party consents;

 

   

no law or order preventing or prohibiting the transactions contemplated by the Merger Agreement;

 

   

the New Global Blue Shares to be issued in connection with the transactions having been approved for listing on the NYSE, subject only to official notice of issuance thereof;



 

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the articles of association of New Global Blue having been amended in their entirety; and

 

   

the effectiveness of the registration statement of which this proxy statement/prospectus forms a part.

Anticipated Accounting Treatment

The transaction will first be accounted for as a capital reorganization whereby New Global Blue is the successor to its predecessor Global Blue. As a result of the first step described above, the existing shareholders of Global Blue will continue to retain control through their majority ownership of New Global Blue. The capital reorganization will be immediately followed by the acquisition of FPAC, which is accounted for within the scope of IFRS 2 (Share-based Payment). The shares issued by New Global Blue are recognized at fair value and recorded as consideration for the acquisition of the public shell company, FPAC. Under this method of accounting, there is no acquisition accounting and no recognition of goodwill, as a result of FPAC not being recognized as a business as defined by IFRS 3 (Business Combination) given it consists predominantly of cash in the Trust Account. In addition, the following factors were also taken into consideration: (i) the business of Global Blue will comprise the ongoing operations of New Global Blue; (ii) Global Blue’s senior management will comprise the senior management of New Global Blue; (iii) the pre-Business Combination shareholders of Global Blue will have the largest ownership of New Global Blue and the right to appoint the highest number of board members relative to other shareholders; and (iv) the headquarters of Global Blue will be that of the combined company.

Regulatory Matters

The Merger Agreement and the transactions contemplated by the Merger Agreement are not subject to any additional federal or state regulatory requirement or approval, except for filings with the Australian Foreign Investment Review Board, the Commercial Register of the Canton of Zurich, Switzerland, the Secretary of State of the State of Delaware and the European Payment Institution License filing with the Bank of Italy.

Risk Factors

In evaluating the proposals to be presented at the Special Meeting, a stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”



 

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SELECTED HISTORICAL FINANCIAL INFORMATION

FPAC

This section contains the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination: FPAC’s condensed balance sheet information as of September 30, 2019 and December 31, 2018, as well as FPAC’s condensed statements of operations information for the nine months ended September 30, 2019 and from February 23, 2018 (inception) through December 31, 2018. The selected historical financial information has been derived from FPAC’s unaudited financial statements as of, and for the nine months ended, September 30, 2019, and its audited financial statements for the period from February 23, 2018 (inception) to December 31, 2018, included elsewhere in this proxy statement/prospectus.

FPAC’s financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).

The information is only a summary and should be read in conjunction with FPAC’s financial statements and related notes contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of FPAC. Certain amounts that appear in this section may not sum due to rounding.

SELECTED CONDENSED BALANCE SHEET INFORMATION

 

    As of September 30,
2019
    As of December 31,
2018
 
    (in millions of US$,
except share and
per share data)
    (in millions of US$,
except share and
per share data)
 

Assets:

   

Current assets:

   

Cash

    1.1       1.7  

Prepaid expenses and other current assets

    0.3       0.2  
 

 

 

   

 

 

 

Total current assets

    1.4       1.9  

Investments held in Trust Account

    647.3       639.7  

Other assets

    0       0  
 

 

 

   

 

 

 

Total Assets

    648.7       641.6  

Liabilities and Stockholders’ Equity:

   

Current liabilities:

   

Accounts payable and accrued expenses

    1.8       0.6  

Income tax payable

    0       1.5  

Franchise tax payable

    0.1       0.1  
 

 

 

   

 

 

 

Total current liabilities

    1.9       2.2  

Deferred underwriting commissions

    20.7       20.8  
 

 

 

   

 

 

 

Total Liabilities

    22.6       23.0  

Commitments

   

Class A common stock, $0.0001 par value; 62,108,497 and 61,358,834 shares subject to possible redemption at $10.00 per share at September 30, 2019 and December 31, 2018, respectively

    621.1       613.6  


 

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    As of September 30,
2019
    As of December 31,
2018
 
    (in millions of US$,
except share and
per share data)
    (in millions of US$,
except share and
per share data)
 

Stockholders’ Equity:

   

Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

    —         —    

Class A common stock, $0.0001 par value; 400,000,000 shares authorized; 1,141,503 and 1,891,166 shares issued and outstanding (excluding 62,108,497 and 61,358,834 shares subject to possible redemption) at September 30, 2019 and December 31, 2018, respectively.

    —         —    

Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 15,812,500 shares issued and outstanding at September 30, 2019 and December 31, 2018

    0       0  

Additional paid-in capital

    0       0.4  

Retained earnings

    5.0       4.6  
 

 

 

   

 

 

 

Total stockholders’ equity

    5.0       5.0  
 

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

    648.7       641.6  

SELECTED CONDENSED STATEMENTS OF OPERATIONS INFORMATION

 

     For the nine months ended
September 30, 2019
    For the period from
February 23, 2018 (inception)
through December 31, 2018
 
     (in US$ millions, except share
and per share data)
    (in US$ millions, except share
and per share data)
 

General and administrative costs

     (1.5     (1.0

Franchise tax expense

     (0.1     (0.1
  

 

 

   

 

 

 

Loss from operations

     (1.6     (1.1

Interest and investment income

     11.6       7.2  
  

 

 

   

 

 

 

Income before income tax expense

     10.0       6.1  

Income tax expense

     2.4       1.5  
  

 

 

   

 

 

 

Net income

     7.5       4.6  

Weighted average shares outstanding of Class A common stock

     63,250,000       63,250,000  

Basic and diluted net income per share, Class A

     0.14       0.09  

Weighted average shares outstanding of Class B common stock

     15,812,500       15,812,500  

Basic and diluted net loss per share, Class B

     (0.09     (0.06


 

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Global Blue

This section contains the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination: Global Blue’s audited consolidated financial statement data as of and for the financial years ended March 31, 2019, 2018 and 2017, as well as Global Blue’s unaudited condensed consolidated interim financial statement data as of September 30, 2019 and for the six months ended September 30, 2019 and 2018. The unaudited condensed consolidated interim financial statement data has been prepared on a basis consistent with Global Blue’s audited consolidated financial statement data. In the opinion of management of Global Blue, such unaudited financial statement data reflects all adjustments consisting only of normal and recurring adjustments, necessary for a fair statement of the results for these periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full financial year or any future period. These are derived from Global Blue’s financial statements, included elsewhere in this proxy statement/prospectus.

Global Blue’s audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Global Blue’s unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34.

The information is only a summary and should be read in conjunction with Global Blue’s financial statements and related notes contained elsewhere herein and the discussions under “Global Blue’s Management’s Discussion and Analysis of Financial Condition and Results of Operation.” The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Global Blue. Certain amounts that appear in this section may not sum due to rounding.

SELECTED CONSOLIDATED INCOME STATEMENT DATA

 

     For the Six Months Ended
September 30,
    For the Financial Year Ended March 31,  
           2019                 2018               2019             2018             2017      
     (in € millions, except per
share data)
    (in € millions, except per share data)  

Total revenue

     226.5       208.7       409.0       420.0       417.9  

Operating expenses

     (190.5     (175.8     (354.4     (361.6     (338.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit

     35.9       32.9       54.6       58.4       79.0  

Finance income

     2.6       2.5       2.8       2.4       6.7  

Finance costs

     (18.8     (18.3     (31.5     (34.5     (41.5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net finance costs

     (16.2     (15.9     (28.7     (32.1     (34.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Profit before tax

     19.8       17.0       25.9       26.3       44.2  

Income tax expense

     (8.6     (6.7     (18.0     (7.8     (15.6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Profit for the period

     11.2       10.3       7.9       18.5       28.6  

Profit attributable to:

          

Owners of the parent

     7.4       7.4       3.4       14.7       25.7  

Non-controlling interests

     3.8       3.0       4.5       3.8       2.9  

 

Profit for the period

     11.2       10.3       7.9       18.5       28.6  

Shares outstanding

     40,000,000       40,000,000       40,000,000       40,000,000       40,000,000  

 

Basic attributable profit per share

     0.19       0.18       0.08       0.37       0.64  

Diluted attributable profit per share

     0.19       0.18       0.08       0.37       0.64  


 

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SELECTED CONSOLIDATED STATEMENT OF FINANCIAL POSITION DATA

 

     As of September 30,      As of March 31,  
     2019      2019      2018      2017  
     (in € millions)      (in € millions)  

ASSETS

           

Non-current assets

     752.4        781.0        785.0        848.8  

Current assets

     513.1        421.3        384.4        396.7  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets

     1,265.5        1,202.3        1,169.5        1,245.4  

EQUITY AND LIABILITIES

           

Equity attributable to owners of the parent

     80.3        75.1        76.2        185.4  

Non-controlling interests

     7.7        8.4        8.9        7.3  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total equity

     87.9        83.5        85.1        192.7  

Liabilities

           

Non-current liabilities

     711.7        717.8        689.1        713.5  

Current liabilities

     465.9        401.0        395.2        339.2  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities

     1,177.6        1,118.8        1,084.3        1,052.7  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total equity and liabilities

     1,265.5        1,202.3        1,169.5        1,245.4  

SELECTED CONSOLIDATED CASH FLOW STATEMENT DATA

 

     For the Six Months Ended
September 30,
    For the Financial Year Ended
March 31,
 
           2019                 2018               2019             2018             2017      
     (in € millions)     (in € millions)  

Net cash provided by operating activities

     2.7       6.2       114.3       85.0       112.0  

Net cash used in investing activities

     (18.6     (19.7     (40.3     (26.8     (72.5

Net cash (used in)/provided by financing activities

     (13.5     41.3       (19.1     (120.0     (25.4

Net foreign exchange differences

     (1.2     (0.2     (0.6     (2.3     (3.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net (decrease)/increase in cash and cash equivalents

     (30.6     27.6       54.4       (63.9     10.7  

Cash and cash equivalents at the beginning of the period

     104.1       50.7       50.7       111.7       101.3  

Cash and cash equivalents at the end of the period

     75.1       76.1       104.1       50.7       111.7  

Net change in bank overdraft facilities

     1.6       (2.2     (1.0     2.9       (0.3
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net change in cash and cash equivalents

     (30.6     27.6       54.4       (63.9     10.7  


 

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OTHER FINANCIAL DATA OF GLOBAL BLUE

The table below presents certain financial measures on a consolidated basis, which are not recognized measures of financial performance or liquidity under IFRS, as of and for the financial years ended March 31, 2019, 2018 and 2017 and as of September 30, 2019 and for the six months ended September 30, 2019 and 2018. These non-IFRS measures are presented because they are used by management to monitor the underlying performance of Global Blue’s business and operations. In addition, these non-IFRS measures presented herein are measures commonly used in Global Blue’s industry and by analysts and investors as supplemental measures of performance. Additionally, these measures, when used in conjunction with related IFRS financial measures, provide investors with an additional financial analytical framework which management uses, in addition to historical operating results, as a basis for financial, operational and planning decisions and present measurements that third parties have indicated are useful in assessing Global Blue and its results. These non-IFRS measures may not be indicative of Global Blue’s historical operating results nor are such measures meant to be predictive of Global Blue’s future results. These non-IFRS measures should be read in conjunction with the discussions under “Global Blue’s Management’s Discussion and Analysis of Financial Condition and Results of Operation.” Not all companies calculate non-IFRS measures in the same manner or on a consistent basis. As a result, these measures and ratios may not be comparable to measures used by other companies under the same or similar names. Accordingly, undue reliance should not be placed on the non-IFRS measures presented below.

 

     As of and for the Six
Months Ended September 30,
    As of and for the Financial
Year Ended March 31,
 
           2019                 2018             2019         2018         2017    
    

(in € millions, except for percentages and ratios)

 

Volume

          

Total SiS

     12,416       11,373       22,598       21,844       20,489  

Profitability

          

Adjusted EBITDA(1)

     100.1       88.9       169.6       169.6       166.2  

Adjusted EBITDA Margin (%)(1)

     44.2     42.6     41.5     40.4     39.8

Adjusted Net Income (Group Share)(2)

     46.2       42.3       80.8       93.4       91.8  

Adjusted Effective Tax Rate (%)(3)

     24.4     22.6     22.7     22.6     22.9

Cash and Leverage

          

Cash Flow Conversion Rate (%)(4)

     85.6     84.4     80.3     84.3     83.3

Free Cash Flow to Equity (Group Share)(4)

     46.0       36.4       65.3       88.0       74.9  

Adjusted Net Debt(5)

     600.3       n/a       572.0       579.3       518.3  

Leverage Ratio(5)

     3.3x       n/a       3.4x       3.4x       3.1x  

 

(1)

Adjusted EBITDA is defined as profit for the period adjusted to exclude (i) net finance cost, (ii) income tax expense, (iii) depreciation and amortization (including the amortization of intangible assets acquired through business combinations), and (iv) exceptional items that Global Blue does not consider indicative of its ongoing operating performance. The exceptional items are itemized below. Adjusted EBITDA Margin represents Adjusted EBITDA as a percentage of total revenue. In evaluating Adjusted EBITDA or Adjusted EBITDA Margin, you should be aware that in the future Global Blue may incur expenses that are the same as or similar to some of the adjustments set forth below. Global Blue’s presentation of Adjusted EBITDA and Adjusted EBITDA Margin should not be construed as an inference that its future results will be unaffected by exceptional items. Adjusted EBITDA and Adjusted EBITDA Margin have important limitations as analytical tools, and you should not consider either in isolation, or as a substitute of Global Blue’s results as reported under IFRS. For example, Adjusted EBITDA and Adjusted EBITDA Margin do not reflect (i) Global Blue’s capital expenditure or future requirements for capital expenditure, (ii) changes in, or cash requirements for, Global Blue’s working capital needs, (iii) the interest expense, or the cash requirements necessary to service interest or principal payments, on Global Blue’s debt, (iv) income tax expense or the cash necessary to pay income taxes, and (v) any cash requirements for the assets being



 

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  depreciated and amortized that may have to be replaced in the future. Set forth below is a reconciliation of operating profit to Adjusted EBITDA for the periods presented.

 

     For the Six Months
Ended September 30,
     For the Financial Year Ended
March 31,
 
         2019              2018              2019              2018              2017      
     (in € millions)      (in € millions)  

Profit for the period

     11.2        10.3        7.9        18.5        28.6  

Net finance cost

     16.2        15.9        28.7        32.1        34.8  

Income tax expense

     8.6        6.7        18.0        7.8        15.6  

Depreciation and amortization(a)

     54.9        51.9        105.1        86.7        83.4  

Exceptional items(b)

     9.2        4.1        9.9        24.4        3.8  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Adjusted EBITDA

     100.1        88.9        169.6        169.6        166.2  

 

  (a)

Depreciation and amortization consist of (i) amortization of intangible assets acquired through business combinations and (ii) other depreciation and amortization, which have been broken out below. Set forth below is an overview of depreciation and amortization for the periods presented.

 

    For the Six
Months Ended
September 30,
   

For the Financial Year

Ended March 31,

 
      2019         2018         2019         2018         2017    
    (in € millions)     (in € millions)  

Amortization of intangible assets acquired through business combinations(i)

    37.2    

 

37.4

 

    74.6       74.8       74.9  

Other depreciation and amortization

    17.7       14.5       30.5       11.9       8.5  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Depreciation and amortization

    54.9       51.9       105.1       86.7       83.4  

 

  (i)

Represents the amortization of the assets recognized as a result of purchase price allocation from an acquisition. Figures shown predominantly relate to the amortization in connection with the 2012 GB Acquisition.

 

  (b)

Exceptional items consist of items which Global Blue does not consider indicative of its ongoing operating performance, not directly related to ordinary business operations and which are not included in the assessment of management performance. Set forth below is an overview of exceptional items for the periods presented.

 

     For the Six Months
Ended September 30,
    For the Financial Year Ended
March 31,
 
     2019     2018       2019         2018         2017    
     (in € millions)     (in € millions)  

Business restructuring expenses(i)

     (0.9     (0.6     (4.4     (2.6     (1.3

Corporate restructuring expenses(ii)

     (6.3     (0.5     (1.3     (7.1     —    

Monitoring fee(iii)

     (0.4     (0.4     (0.8     (1.0     (0.8

Impairment(iv)

     (0.1     —         —         (2.0     —    

Share-based payments(v)

     (1.2     0.0       (1.7     (0.7     (0.9

Net sales of assets gain/(loss)(vi)

     (0.2     (1.4     (0.8     —         (0.8

Other exceptional items(vii)

     (0.1     (1.2     (1.0     (11.0     —    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Exceptional items

     (9.2     (4.1     (9.9     (24.4     (3.8

 

  (i)

Business restructuring expenses correspond to expenses related to replacement of management positions and costs associated with replacing management roles, changing of debt facilities or discontinued operations.

  (ii)

Corporate restructuring expenses correspond to legal, consultancy and advisory expenses associated with historical preparations for the partial exit of the existing shareholders.



 

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  (iii)

Monitoring fee comprises fees payable to Silver Lake and Partners Group in connection with the Monitoring Fee Agreement and related reimbursements. The obligation to pay the monitoring fee will automatically terminate upon Closing. See “Certain Relationships and Related Person Transactions—Global Blue—Monitoring Fee Agreement.

  (iv)

Impairment relates to the impairment of the goodwill of the Malaysian operating subsidiary, in anticipation of the Malaysian government’s decision to abolish its GST.

  (v)

Share-based payments reflect the fair value change in the share-based payment liability according to IFRS 2 (Share-Based Payment). The share-based compensation plan was implemented as part of the 2012 GB Acquisition.

  (vi)

Net sales of assets gain/(loss) comprises gains or losses on sales of property, plant and equipment.

  (vii)

Other exceptional items comprise one-offs, such as the provision associated with the French tax audit in the financial year ended March 31, 2018 or the closing of the Malaysian operating subsidiary in the financial year ended March 31, 2019.

 

(2)

Adjusted Net Income (Group Share) is defined as profit attributable to owners of the parent adjusted to exclude (in each case only the share attributable to owners of the parent): (i) exceptional items that Global Blue does not consider indicative of its ongoing operating performance, (ii) amortization of intangible assets acquired through business combinations, and (iii) tax effects of adjustments. Global Blue’s management believes that Adjusted Net Income (Group Share) is a meaningful measure for investors because it provides a view of Global Blue’s underlying profitability without the impact of non-operating, exceptional expenses and without the accounting effects resulting from amortization of intangible assets acquired through business combinations. Set forth below is a reconciliation of profit attributable to owners of the parent to Adjusted Net Income (Group Share) for the periods presented.

 

     For the Six Months
Ended September 30,
    For the Financial Year Ended
March 31,
 
     2019     2018       2019         2018         2017    
     (in € millions)     (in € millions)  

Profit attributable to owners of the parent

     7.4       7.4       3.4       14.7       25.7  

Exceptional items

     9.2       4.1       9.9       24.4       3.8  

Amortization of intangible assets acquired through business combinations

     37.2       37.4       74.6       74.8       74.9  

Tax effect of adjustments(a)

     (7.6     (6.6     (7.1     (20.6     (12.6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net income (Group Share)

     46.2       42.3       80.8       93.4       91.8  

 

  (a)

The exclusion of exceptional items and amortization of intangible assets acquired through business combinations mechanically implies an increased tax payment. There are certain exceptional income tax expenses, which are not related to the financial year and, as such are excluded. Set forth below is an overview of such expenses for the periods presented.



 

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     For the Six Months
Ended September 30,
    For the Financial Year Ended
March 31,
 
       2019         2018         2019         2018         2017    
     (in € millions)     (in € millions)  

Income tax expenses related to amortization of intangible assets acquired through business combinations

     (7.5     (7.5     (15.1     (15.1     (15.1

Tax impact of exceptional items

     (1.1     (1.4     (2.8     (8.3     (0.6

Exceptional income tax expenses(i)

     1.1       2.4       10.8       2.7       3.1  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Tax effect of adjustments

     (7.6     (6.6     (7.1     (20.6     (12.6

 

  (i)

Exceptional income tax expenses relate mainly to the tax audit of Global Blue’s Italian Subsidiary. See “Global Blue’s—Business Legal and Arbitration Proceedings, Investigations and Tax Audits—Tax Matters—Italy.”

 

(3)

Adjusted Effective Tax Rate is equal to (i) income tax expense plus the tax effect of adjustments divided by (ii) profit before tax plus exceptional items and amortization of intangible assets acquired through business combinations. Global Blue management believes that Adjusted Effective Tax Rate is a relevant measure, as it is more representative of the rate implied by income taxes paid. Set forth below is an overview of the items required to calculate Adjusted Effective Tax Rate for the periods presented.

 

     For the Six Months
Ended September 30,
    For the Financial Year Ended
March 31,
 
             2019                 2018             2019             2018             2017      
     (in € millions)     (in € millions)  

Income tax expense

     (8.6     (6.7     (18.0     (7.8     (15.6

Tax effect of adjustments(a)

     (7.6     (6.6     (7.1     (20.6     (12.6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(i) Adjusted tax expenses

     (16.2     (13.2     (25.1     (28.4     (28.2

Profit before tax

     19.8       17.0       25.9       26.3       44.2  

Exceptional items(b)

     9.2       4.1       9.9       24.4       3.8  

Amortization of intangible assets acquired through business combinations

     37.2       37.4       74.6       74.8       74.9  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(ii) Adjusted profit before tax

     66.2       58.5       110.4       125.6       123.0  

(i)/(ii) Adjusted Effective Tax Rate (%)

     24.4     22.6     22.7     22.6     22.9

 

  (a)

Tax effect of adjustments are certain exceptional income tax expenses, which are not related to the financial year. See footnote (2) above for further details on tax effect of adjustments.

  (b)

Exceptional items consist of items which Global Blue does not consider indicative of its ongoing operating performance, not directly related to ordinary business operations and which are not included in the assessment of management performance. See footnote (1)(b) above for further details on exceptional items.



 

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(4)

Cash Flow Conversion Rate is equal to (i) Adjusted EBITDA less capital expenditure divided by (ii) Adjusted EBITDA. Global Blue defines FCFE (Group Share) as Adjusted EBITDA less capital expenditure, income taxes paid, interest paid, principal elements of lease payments, and dividends to non-controlling interest. Set forth below is an overview of the items required to calculate Cash Flow Conversion Rate for the periods presented and a reconciliation of Adjusted EBITDA to FCFE (Group Share) for the periods presented. For a reconciliation from profit for the period to Adjusted EBITDA, see footnote (1) above. Global Blue excludes net working capital from Conversion Ratio and FCFE (Group Share), because, while net working capital is structurally neutral (see “Global Blue’s Management’s Discussion and Analysis of Financial Condition and Results of Operation—Net Working Capital”), due to the volume and timing of refunds year over year, there could be cut-off issues (i.e., large number of TFS transactions issued right before the end of the financial year or vice versa), resulting in the year-end balance being overly positive or negative. Similarly, net working capital follows seasonal trends, since a significant part of the business serves the leisure segment of the travel industry, resulting in quarterly variances. As a result, to improve the analytical value of these measures, Global Blue management excludes net working capital. Please see the section entitled “Global Blue’s Management’s Discussion and Analysis of Financial Condition and Results of Operation—Net Working Capital.”

 

     For the Six Months
Ended September 30,
    For the Financial Year
Ended March 31,
 
       2019         2018         2019         2018         2017    
     (in € millions)     (in € millions)  

Adjusted EBITDA

     100.1       88.9       169.6       169.6       166.2  

Capital expenditure(a)

     (14.4     (13.9     (33.4     (26.6     (27.8
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA—Capital Expenditure(a)

     85.7       75.0       136.2       143.4       138.4  

Cash Flow Conversion Rate (%)

     85.6     84.4     80.3     84.3     83.3

Interest paid

     (12.1     (12.4     (24.5     (26.8     (34.9

Income taxes paid

     (14.7     (15.6     (28.3     (24.7     (25.0

Principal elements of lease payments

     (8.1     (7.0     (14.2     0.0       0.0  

Dividends paid to non-controlling interests

     (4.8     (3.6     (3.9     (3.5     (3.6
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Free Cash Flow to Equity (Group Share)

     46.0       36.4       65.3       88.0       74.9  

 

  (a)

Capital expenditure is defined as purchase of tangible and intangible assets.



 

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(5)

Adjusted Net Debt is defined as (i) the aggregate principal amount of non-current loans and borrowings; current lease liabilities and non-current lease liabilities, less (ii) cash and cash equivalents. Global Blue believes Adjusted Net Debt is a meaningful measure for investors because it provides a view as to Global Blue’s indebtedness. Global Blue defines Leverage Ratio as Adjusted Net Debt divided by Adjusted EBITDA (on a rolling 12-month basis). Global Blue believes Leverage Ratio is a meaningful measure for investors because it provides a view as to Global Blue’s indebtedness relative to the Adjusted EBITDA generated over the last 12 months. Relative to the IFRS definition of net debt, Adjusted Net Debt excludes capitalized financing costs and the IFRS 9 loan modification impact (see “Global Blue’s Management’s Discussion and Analysis of Financial Conditions and Results of Operation—Critical Accounting Policies—Impact of new standards issued”), as these are non-cash elements and are not representative of the cash-based obligation and exclude other bank overdraft, which represents short-term borrowings. Set forth below is a reconciliation to Adjusted Net Debt and an overview of the items required to calculate Leverage Ratio for the periods presented.

 

     As of and for the Six
Months Ended
September 30,
    As of and for the Financial Year
Ended March 31,
 
         2019             2019             2018             2017      
     (in € millions)     (in € millions)  

Principal value of non-current loans and borrowings

     630.0       630.0       630.0       630.0  

Current lease liabilities

     13.7       13.7       0.0       0.0  

Non-current lease liabilities

     31.7       32.4       0.0       0.0  

Cash and cash equivalents

     (75.1     (104.1     (50.7     (111.7
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net Debt

     600.3       572.0       579.3       518.3  

Adjusted EBITDA (on a rolling 12-month basis)(a)

     180.8       169.6       169.6       166.2  
  

 

 

   

 

 

   

 

 

   

 

 

 

Leverage Ratio

     3.3x       3.4x       3.4x       3.1x  

Capitalized financing costs

     (11.6     (13.4     (17.2     (19.5

IFRS 9 loan modification impact

     5.1       5.8       0.0       0.0  

Other bank overdraft(b)

     3.8       2.1       3.0       0.2  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net debt

     597.6       566.6       565.1       499.0  

 

  (a)

Represents Adjusted EBITDA, except for Adjusted EBITDA (on a rolling 12-month basis) for the 12 months ended September 30, 2019 which has been calculated by adding the amounts for Adjusted EBITDA for the six months ended September 30, 2019 and the financial year ended March 31, 2019 and deducting the amount for Adjusted EBITDA for the six months ended September 30, 2018.

  (b)

Local credit facilities are available in certain jurisdictions. None of these local overdraft facilities were committed in nature.



 

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “Selected Pro Forma Data”) gives effect to the Business Combination and is described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” Operations prior to the Business Combination are those of Global Blue. The Business Combination is anticipated to be accounted for as a capital reorganization whereby New Global Blue is the continuation of its predecessor Global Blue. The capital reorganization will be immediately followed by the acquisition of FPAC, which is accounted for within the scope of IFRS 2.

The summary unaudited pro forma condensed combined statement of financial position data as of September 30, 2019 gives effect to the Business Combination as if it had occurred on September 30, 2019. The summary unaudited pro forma condensed combined income statement data for the six months ended September 30, 2019 and twelve months ended March 31, 2019, give effect to the Business Combination as if it had occurred on April 1, 2018.

The Selected Pro Forma Data has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of New Global Blue appearing elsewhere in this proxy statement/prospectus and the accompanying notes to such pro forma financial statements. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the consolidated financial statements and related notes of Global Blue and FPAC included elsewhere in this proxy statement/prospectus.

The Selected Pro Forma Data has been presented for informational purposes only and is not necessarily indicative of what New Global Blue’s actual financial position or results of operations would have been had the Business Combination been completed as of the dates indicated. In addition, the Selected Pro Forma Data does not purport to project the future financial position or operating results of New Global Blue. The unaudited pro forma adjustments are based on information currently available. The assumptions and estimates underlying the unaudited pro forma adjustments are described in the notes to the accompanying unaudited pro forma consolidated condensed combined financial information. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information. Management of Global Blue and FPAC have made significant estimates and assumptions in the determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented. As a result, this should be read in conjunction with the historical financial information included elsewhere in the proxy statement/prospectus.

The Selected Pro Forma Data has been prepared assuming two alternative levels of redemption of FPAC Class A Common Stock into cash and no adjustments to the Cash Consideration or the Share Consideration pursuant to the Merger Agreement:

 

   

No Redemption: This presentation assumes that no FPAC stockholders exercise redemption rights with respect to their FPAC Class A Common Stock upon consummation of the Business Combination; and

 

   

Maximum Redemption: This presentation assumes that FPAC stockholders exercise their redemption rights with respect to 59,184,300 shares of FPAC Class A Common Stock and such shares are redeemed for their pro rata share ($10.23 / €9.36 per share) of the funds in the Trust Account for aggregate redemption proceeds of $605.7 / €553.9 million. These 59,184,300 shares represent all outstanding shares of FPAC Class A Common Stock other than 4,000,000 shares purchased by Third Point and 65,700 shares purchased by David W. Bonanno, FPAC’s Chief Financial Officer and a director, in the IPO of FPAC. Third Point and Mr. Bonanno have agreed not to redeem such shares in connection with the Business Combination. In addition, this presentation assumes the purchase by the



 

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Backstop Provider, pursuant to the Forward Purchase Agreement, of 41,246,632 shares of FPAC Class A Common Stock at a price of $9.50 / €8.69 per share for aggregate proceeds of $391.8 / €358.4 million, with a reduction of the Affiliated Secondary PIPE Investment to zero. As a result of the reduction in the Trust Account and Affiliated Secondary PIPE Investment, the Seller Parties will end up with a larger number of New Global Blue Shares, and Series A Preferred Shares which are convertible into 22,178,000 New Global Blue Shares.

 

    Assuming No     Assuming Max.  
            Redemptions                     Redemptions          
    (in € millions, except share and per share information)  

Summary Unaudited Pro Forma Condensed Combined Income Statement Data for the Six Months Ended September 30, 2019

 

Total revenue

    226.5       226.5  

Operating expenses

    (191.3     (191.3
 

 

 

   

 

 

 

Operating profit

    35.2       35.2  

Profit for the half year attributable to owners of the parent

    11.3       11.3  

Pro forma weighted average number of shares outstanding, basic

    188,513,000       169,780,879  

Basic attributable profit per share

    0.06       0.07  

Pro forma weighted average number of shares outstanding, diluted

    188,513,000       191,958,879  

Diluted attributable profit per share

    0.06       0.06  

Summary Unaudited Pro Forma Condensed Combined Income Statement Data for the Twelve Months Ended March 31, 2019

 

Total revenue

    409.0       409.0  

Operating expenses

    (355.6     (355.6
 

 

 

   

 

 

 

Operating profit

    53.5       53.5  

Profit for the year attributable to owners of the parent

    12.4       12.4  

Pro forma weighted average number of shares outstanding, basic

    188,513,000       169,780,879  

Basic attributable profit per share

    0.07       0.07  

Pro forma weighted average number of shares outstanding, diluted

    188,513,000       191,958,879  

Diluted attributable profit per share

    0.07       0.06  

Summary Unaudited Pro Forma Condensed Combined Statement of Financial Position Data as of September 30, 2019

 

Total current assets

    505.5       505.5  

Total assets

    1,257.9       1,257.9  

Total current liabilities

    492.8       492.8  

Total liabilities

    1,198.9       1,198.9  

Total shareholders’ equity

    59.1       59.1  


 

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COMPARATIVE PER SHARE DATA

The following table sets forth the historical comparative share information for Global Blue and FPAC on a standalone basis and the unaudited pro forma combined share information for the six months ended September 30, 2019 and the twelve months ended March 31, 2019, after giving effect to the Business Combination, assuming two redemption scenarios and no adjustments to the Cash Consideration or the Share Consideration pursuant to the Merger Agreement:

 

   

No Redemption: This presentation assumes that no FPAC stockholders exercise redemption rights with respect to their FPAC Class A Common Stock upon consummation of the Business Combination; and

 

   

Maximum Redemption: This presentation assumes that FPAC stockholders exercise their redemption rights with respect to 59,184,300 shares of FPAC Class A Common Stock, alongside a purchase of 41,246,632 shares of FPAC Class A Common Stock pursuant to the Forward Purchase Agreement, the reduction to zero of the Affiliated Secondary PIPE Investment, and the issuance of Series A Preferred Shares.

The following comparative per share data is only a summary and should be read together with the historical financial information of FPAC and Global Blue as well as the financial statements of FPAC and Global Blue and related notes that are included elsewhere in this proxy statement/prospectus. The following comparative per share data is derived from, and should also be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this proxy statement/prospectus.



 

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The comparative per share data does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of FPAC or Global Blue would have been had the companies been combined during the period presented.

 

    Historical     Pro Forma Combined  
    Global
Blue(a)
    FPAC     Assuming No
Redemptions
     Assuming
Max.
Redemptions
 
    (in € millions, except share and per share information)  

Weighted average number of shares outstanding

        

Basic Class A

    40,000,000 (a)      63,250,000       188,513,000        169,780,879  

Basic Class B

    n/a       15,812,500       n/a        n/a  

Diluted Class A

    40,000,000 (a)      63,250,000       188,513,000        191,958,879  

Diluted Class B

    n/a       15,812,500       n/a        n/a  

Six Months Ended September 30, 2019

        

Profit for the half year attributable to the owners of the parent

    7.4       4.4       11.3        11.3  

Basic Class A attributable profit per share

    0.19       0.09       0.06        0.07  

Diluted Class A attributable profit per share

    0.19       0.09       0.06        0.06  

Basic Class B attributable profit per share

    n/a       (0.07     n/a        n/a  

Diluted Class B attributable profit per share

    n/a       (0.07     n/a        n/a  

Equity attributable to owners of the parent

    80.3       4.8       51.4        51.4  

Basic Class A attributable profit per share

    2.01       0.06       0.27        0.30  

Diluted Class A attributable profit per share

    2.01       0.06       0.27        0.27  

Basic Class B attributable profit per share

    n/a       0.06       n/a        n/a  

Diluted Class B attributable profit per share

    n/a       0.06       n/a        n/a  

Twelve Months Ended March 31, 2019

        

Profit for the year attributable to the owners of the parent

    3.4       6.2       12.4        12.4  

Basic Class A attributable profit per share

    0.08       0.12       0.07        0.07  

Diluted Class A attributable profit per share

    0.08       0.12       0.07        0.06  

Basic Class B attributable profit per share

    n/a       (0.07     n/a        n/a  

Diluted Class B attributable profit per share

    n/a       (0.07     n/a        n/a  

 

(a) 

Prior to the Business Combination, 40,000,000 Global Blue Shares were outstanding. As a result of the contribution to New Global Blue (and giving effect to the Management Roll-Up, which includes the conversion of non-convertible equity certificates and other items), the number of shares will increase.



 

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RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus.

Risks Relating to Global Blue

Risks Related to Global Blue’s Industry, Business and the Regulatory Environment

Global Blue is subject to currency exchange rate risk in the conduct of its business, including commercial risk if certain currency zones become less attractive for inbound international shoppers.

Global Blue’s business operates globally and Global Blue is subject to currency exchange rate risk. Global Blue’s main service, Tax Free Shopping Technology Solutions (the “TFS business”), exposes it to commercial risks due to changes in relative foreign exchange rates between international shoppers’ origin and destination currencies, which may reduce the purchasing power of international shoppers, and, consequently, may negatively affect transaction volumes, typically for a short period until the relative foreign exchange rates reverse. This in turn could have a material adverse effect on Global Blue’s business, results of operations and financial condition. Such foreign exchange rate fluctuations can be driven by numerous factors, including regulatory decisions, government relations, monetary policy and macroeconomic factors that affect appreciation and depreciation between currencies. For example, in 2017, the depreciation of the Russian ruble against the Euro negatively affected Russian spending in the Eurozone. In addition, during the spring and summer of 2018, the appreciation of the Euro against emerging market currencies dampened the spending of international shoppers in the Eurozone and as a result negatively impacted Global Blue’s revenue growth.

These fluctuations may also impact Global Blue’s AVPS business as movements in relative foreign exchange rates between origin and destination currency pairs may reduce the number of AVPS transactions completed and could therefore have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s business is highly dependent on international travel, which may be adversely affected by regional or global circumstances or travel restrictions.

Global Blue’s business is highly dependent on international travel. Regional or global circumstances affecting international travel, such as airline strikes, natural disasters, international hostilities, civil unrest, terrorist attacks, contagious disease outbreaks or other similar events, could reduce international travel, which in turn could have a material adverse effect on Global Blue’s business, results of operations and financial condition. For example, terrorist attacks in recent years in Belgium, England, France, Germany, Sweden, Turkey and other countries have contributed to temporarily depressed levels of tourism growth in Europe and have had an impact on Global Blue’s revenue and exposed Global Blue’s revenue profile to increased volatility. In 2016, for instance, France experienced terrorist attacks in Paris (Bataclan) and Nice, resulting in a temporary decrease in TFS SiS in France. Additionally, in 2018 and 2019, the yellow vests (gilets jaunes) protests in France also caused a short-term decrease in spending in Paris, as the protests discouraged international shoppers from travelling to Paris and the protesters made it difficult for international shoppers to access shops. Moreover, contagious disease outbreaks such as the SARS outbreak in 2003 or MERS in 2015 have historically temporarily curtailed, to varying degrees, the number of arrivals by international shoppers. Similarly, while previous travel disruptions have typically been short-term and the business has recovered quickly as a result of a normalization of travel demand and longer-term structural macroeconomic growth tailwinds, Global Blue expects that the ongoing coronavirus outbreak starting in January 2020 will have a sizable negative impact on its business, results of operations and financial condition until the outbreak and health concerns subside.

Passenger volumes and international travel may also be affected by travel restrictions. More stringent immigration laws and difficulties in obtaining visas may deter international shoppers and reduce their numbers in

 

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countries in which Global Blue operates. In particular, Global Blue’s TFS business provides services to merchants who have a significant number of Chinese international shoppers as customers and would be adversely affected by increased restrictions on Chinese shoppers’ ability to travel internationally. For example, Global Blue’s TFS business was temporarily impacted when the EU introduced new biometric visa requirements in October 2015, which caused a temporary slowdown in visa processing until all new compliant visa centers were fully operational and at full potential for processing visa applications. Any such travel restrictions could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s business is dependent on the overall level of consumer spending, which is affected by general economic conditions and spending patterns.

A significant part of Global Blue’s business serves the leisure segment of the travel industry. In addition to the factors listed above in “—Global Blue’s business is highly dependent on international travel, which may be adversely affected by regional or global circumstances or travel restrictions”, leisure travel may also be adversely affected by general economic downturns and conditions. The number of transactions and the amount spent by international shoppers in stores is affected by general economic conditions, particularly those which underpin international travel and shopping across the world. Economic recession and other economic indicators, such as levels of employment, levels of disposable income, inflation, consumer credit availability and interest rates, may negatively impact spending patterns and can affect all of Global Blue’s business segments. A deterioration of market conditions may also slow down or reverse the growth of the middle class in emerging markets, which could in turn reduce international travel and extra-regional shopping spend, and have an adverse effect on Global Blue’s business, results of operations and financial condition.

A decrease in VAT rates or changes in VAT or VAT refund policies in countries in which Global Blue operates could negatively affect Global Blue’s business.

Any reduction in VAT rates or adverse changes to VAT policies in Global Blue’s current or potential new markets could have a negative impact on Global Blue’s business and results of operation. For example, effective June 1, 2018, the Malaysian government abolished its goods and services tax (“GST”), which was equivalent to VAT for the supply of goods and services, and, consequently, ended its GST refund scheme. Due to this change, Global Blue ceased Global Blue’s TFS business in Malaysia. Legal and regulatory changes may also restrict Global Blue’s activities, including through nationalization of the VAT refund scheme or by eliminating the availability of VAT refund schemes altogether, limiting the number of TFS providers within those jurisdictions or restricting Global Blue’s ability to process TFS claims on behalf of international shoppers. Changes in laws and regulations may also place restrictions on Global Blue’s business model, for example by limiting transaction fees that Global Blue charges to international shoppers using Global Blue’s TFS business. Such changes, which are unpredictable and outside of Global Blue’s control, may cause Global Blue to incur higher compliance costs. While VAT rates have historically been increased and many countries have adopted VAT policies in recent years, any such changes to VAT rates or VAT policies could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Certain countries impose restrictions on the transactions and goods that are eligible for VAT refunds, such as MPA or a list of items that are eligible for VAT refunds. An increase in the MPA or a reduction in the list of eligible items would lead to a reduction in the number of transactions that are eligible for VAT refunds. Global Blue believes that in the event there is such a shift in any of the countries in which Global Blue operates, it would have a negative impact on Global Blue’s results of operations.

Changes in the regulatory environment, licensing requirements and government agreements could adversely affect Global Blue’s business.

Global Blue’s operations are subject to risks associated with the prevailing local political climate, particularly where governmental decisions have an impact on Global Blue’s business. For example, the Chinese government

 

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is seeking to repatriate luxury spend, which, if successful, could negatively impact Global Blue’s business by slowing growth in Chinese international spending on luxury goods. Such risks could also include, inter alia, increased restrictions on the use of currency abroad, restrictions on transfers of funds, increased enforcement of import duties and restrictions on goods declared at customs, complexity of domestic and international customs and tariffs, as well as transparency of transactions.

Global Blue’s business is also subject to varying levels of supervision and regulation in the territories in which Global Blue’s services are offered. For instance, certain of Global Blue’s operations rely on local licenses, authorizations and government agreements and any adverse changes to such licensing or authorization requirements or government agreements may result in a loss of, or adverse changes to, such operations. Global Blue currently holds licenses or government agreements to operate TFS services in Argentina, the Bahamas, Cyprus, Denmark, Finland, France, Iceland, Latvia, Lebanon, Morocco, Poland, Singapore, Spain, Turkey and Uruguay. Global Blue has also been granted a European Payment Institution License by the Bank of Italy, which has been passported across the EU. In addition, changes to the standards established by payment card industry bodies (specifically the Payment Card Industry Data Security Standards (the “PCI DSS”)) could entail specific technical requirements and a certification process which could require significant costs to ensure compliance. Failure to obtain or maintain a license, be awarded a government tender in a particular location or comply with industry body standards, could preclude Global Blue from offering its TFS and/or AVPS businesses in that location or subject Global Blue to fines and penalties under local laws.

Global Blue’s costs of compliance would also increase if countries were to adopt legislation requiring Global Blue to obtain licenses or government contracts to conduct TFS services, or if more of the countries in which Global Blue operates were to treat Global Blue’s DCC services as a regulated business and require a license to offer currency conversion. Global Blue has various ongoing compliance and reporting obligations to the Bank of Italy which Global Blue must comply with in order to maintain the European Payment Institution License. Any material increase in the costs associated with obtaining and maintaining licenses or government contracts, or penalties for failure to comply, as a result of a change in law or otherwise, could force Global Blue to leave the relevant jurisdiction or lead to the payment of fines, which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue must continually adapt and enhance its existing technology offerings and ensure continued resilience and uptime of its underlying technology platform to remain competitive in its industry.

The TFS segment of the global personal luxury market is subject to ongoing and rapid technological changes in response to the expectations of all stakeholders within the TFS ecosystem. Merchants are increasingly expecting more insight into international shopper trends from TFS solutions, and deeper integrations between TFS solutions and their payment solutions and IT infrastructure. International shoppers are increasingly expecting greater convenience and personalization in the form of more country-specific refund methods and more immediate refund methods. Customs and authorities expect smoother export validation processes, as well as increased security and compliance.

In order for Global Blue’s business to remain competitive and grow in this rapidly evolving market, Global Blue must continually adapt and enhance its existing technology offerings, as well as develop new products to meet the particular needs of each market and each stakeholder in the TFS ecosystem. To do this, Global Blue needs to anticipate demand in a wide variety of markets and industries and devote appropriate resources, including Global Blue’s resource and development budget, to meeting the expectations of merchants, international shoppers, customs and tax authorities, financial institutions that process credit or debit card payments on behalf of merchants (“Acquirers”) and card schemes. If Global Blue is unable to develop technologies that align with stakeholder expectations, Global Blue may lose market share. Any failure to remain innovative or to introduce new or upgraded technologies that are responsive to changing merchant, international shopper or government requirements may have a material adverse effect on Global Blue’s competiveness and could cause Global Blue to lose its market position in core markets.

 

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In addition, efforts to enhance and improve existing products and technologies, as well as develop new ones, involve inherent risks, and Global Blue may not be able to manage these developments and enhancements successfully. Global Blue may also fail to accurately foresee the direction of the TFS and DCC industries, which could lead Global Blue to make investments in technologies and products that do not gain market acceptance and generate insufficient returns.

Any failure to deliver an effective and secure service, or any performance issue that arises with a new or innovative product or service, could result in significant processing errors or other losses. Because of these factors, Global Blue’s development efforts could result in increased costs that could reduce profitability, in addition to a loss of revenue if new products are not delivered in a timely manner or do not perform as indicated. Furthermore, any performance errors in Global Blue’s front-end solutions could result in reputational harm.

Global Blue’s in-house technology platform enables payment processing through three mobile wallets and 10 credit card integrations, transaction processing through 40 payment service providers (“PSP(s)”) and 200 points-of-sale (“POS”) providers and validation through 17 integrations with customs validation export software platforms. The number of existing integrations is also expected to increase as countries move toward digital export validation. As a result, it is critical for Global Blue’s technology solutions to remain operational at all times to service its counterparties. Any failure to deliver an effective and secure service, any performance issue or any downtime could deteriorate Global Blue’s relationships with merchants and customs and tax authorities and could lead to reputational damage that has a material adverse effect on its business, results of operations and financial condition.

Global Blue operates in a competitive market and Global Blue may lose merchant accounts to Global Blue’s competitors.

Global Blue’s business operates in a competitive market. Global Blue’s TFS business competes primarily with other TFS providers, such as Planet and Global Tax Free, and also competes with a limited number of merchants that provide TFS services in-house and governments that insource the TFS process. The number of Global Blue competitors in the TFS segment and the extent of their operations have been increasing in recent years, including a number of mobile app-based providers (i.e., technology start-ups) looking to disrupt the TFS segment, and Global Blue expects them to continue to try to expand their operations. Global Blue’s AVPS business, on the other hand, competes with a wide variety of businesses of varying sizes, including online competitors providing omnichannel payment and currency conversion services to businesses and directly to individuals, often at better rates of exchange.

Actions taken by Global Blue’s competitors, as well as actions taken by Global Blue to maintain its competitiveness, have placed and will continue to place pressure on Global Blue’s pricing, margins and profitability, as well as the availability and attractiveness of key contracts. In particular, certain competitors of Global Blue’s TFS business may offer a higher revenue share to merchants, which may be attractive to some merchants. This may require Global Blue to adjust its percentage of revenue sharing with the merchant or lose merchant relationships. Global Blue’s agreements with merchants do not contain exclusivity clauses, which makes it easier for competitors to establish relationships with the merchants that are part of Global Blue’s network. Global Blue’s agreements with merchants are also generally short- to medium-term contracts, generally lasting three years on average. Upon scheduled renewal of a contract or during the term of a contract, Global Blue may face pressure regarding pricing or other contractual terms, making it more difficult to retain its merchants on favorable terms, or Global Blue may be unable to renew contracts with merchants on satisfactory terms. If Global Blue loses existing merchant relationships or a sufficient number of key merchant partners, or if Global Blue is unable to renew existing contracts upon expiry at attractive terms or at all, this could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

 

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Global Blue’s business may be adversely affected by disintermediation of TFS processes.

Disintermediation may happen if certain governments or merchants insource the TFS process partially or entirely. Alternatively, disintermediation of the TFS process could occur if governments amend their VAT regulations to no longer require the merchant to issue tax free forms and/or determine the eligibility of international shoppers for VAT refunds. For example, some jurisdictions have regulations that could provide the opportunity for “business to consumer” players to establish business models that increase the risk of disintermediation. This and other types of disintermediation may have a negative impact on Global Blue’s TFS business, as its business model is reliant upon its merchant partners.

Conversely, certain countries have outsourced the export validation process. Since export validation is typically a free service provided by customs and tax authorities, this type of outsourcing could create additional costs, which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Price harmonization or convergence between destination markets and home markets may adversely affect Global Blue’s business.

The level of spend while shopping abroad, and the willingness of international shoppers to spend abroad, are impacted by the favorable pricing of products in destination countries compared to international shoppers’ origin countries (the “price differential”). In particular, the price differential of luxury goods is a significant factor influencing an international shopper’s purchasing decision. If the price differential between various markets is reduced, resulting in price harmonization across destination markets (such as Europe) and home markets (such as Asia Pacific (“APAC”)) due to changes in retail pricing policies, additional online purchasing options and access, macroeconomic factors (such as relative foreign exchange rates) or government policies (such as a reduction in import duties or consumption taxes), this could lead to a decrease in the number or size of TFS transactions, which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue is subject to taxation in multiple jurisdictions, which is complex and often requires making subjective determinations subject to scrutiny by, and disagreements with, tax regulators.

Global Blue is subject to many different forms of taxation in each of Global Blue’s countries of operation including, but not limited to, income tax, withholding tax, property tax, VAT, transfer pricing rules, commodity tax and social security and other payroll-related taxes. Tax law and administration is complex, subject to change and varying interpretations and often requires Global Blue to make subjective determinations. In addition, Global Blue takes positions in the course of its business with respect to various tax matters, including in connection with its operations. Tax authorities around the world are increasingly rigorous in their scrutiny of corporate tax structures and TFS transactions and may not agree with the determinations that are made, or the positions taken, by Global Blue or its commercial partners with respect to the application of tax law, including in relation to issuing tax free forms and the VAT refunding process. Such disagreements could result in lengthy legal disputes, an increased overall tax rate applicable to Global Blue and, ultimately, in the payment of substantial amounts of tax, interest and penalties, which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue is currently subject to a tax audit in France for the financial years ended March 31, 2014 through 2016 relating to certain information missing on tax free forms, which is mandatory according to VAT refund regulations in France, as well as Global Blue’s VAT refund business, operating transfer pricing policy, IT systems, and interest rates on cash pool balances. In this regard, an accrued liability was booked in the amount of €10.0 million as of March 31, 2018. This accrued liability was reduced to €6.4 million as of March 31, 2019 due to a payment of €1.8 million to the French tax authorities and due to a change in management’s estimate of Global Blue’s exposure. Additionally, Global Blue is currently subject to a tax audit in Italy for the calendar years 2013 and 2014, as well as for the financial years ended March 31, 2014 through 2015. This tax audit relates

 

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to Global Blue’s transfer pricing in respect of its tax model and certain intercompany charges, as well as withholding tax in respect of such intercompany charges. An income tax payable was booked in the amount of €14.1 million as of September 30, 2019. See “Information Related to Global Blue—Global Blue’s Business—Legal and Arbitration Proceedings, Investigations and Tax Audits” for more information regarding these tax audits. Additional tax expenses could accrue in relation to previous or subsequent tax assessment periods, which are still subject to a pending tax audit or have not been subject to a tax audit yet, or other countries could open tax audits against Global Blue. Tax authorities in other countries could revise original tax assessments and substantially increase the tax burden (including interest and penalty payments) of the relevant entities. The realization of any of these risks could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Adverse competition law rulings could restrict Global Blue’s ability to expand or to operate its business as it wishes and could expose Global Blue to fines or other penalties.

Global Blue is a leading global provider of TFS services. Under EU competition laws and the competition laws in other jurisdictions (to the extent such laws exist), Global Blue runs the risk of being investigated for anti-competitive practices and/or deemed a dominant undertaking in certain markets and, therefore, theoretically capable of abusing a dominant position. Accordingly, there is a possibility of future litigation and/or investigations by competition authorities into Global Blue’s behavior in any market, including where it could be considered to hold a dominant position. Private litigants may also seek damages for certain breaches of competition law through civil courts, as provided by EU competition laws and the laws of other jurisdictions. Were any finding or rulings to be made against Global Blue, Global Blue could be required to pay damages and fines, which could be substantial, and/or Global Blue could be required to alter any behavior determined to be abusive or anti-competitive, both of which could have a material adverse effect on Global Blue’s business, prospects, financial condition and results of operation.

The integrity, reliability and efficiency of Global Blue’s internal controls and procedures may not be guaranteed.

Global Blue’s business relies on internal controls and procedures that govern regulatory compliance, customer and management information, finance, credit exposure, foreign exchange risk and other aspects of its business. With the increasing focus by regulators, the press and Global Blue’s commercial partners on compliance issues, Global Blue’s internal controls and procedures are becoming more important. In particular, compliance with TFS regulation requires that Global Blue’s management and employees are aware of applicable rules and regulations, and that they properly understand and implement them with respect to the issuing, export validating and refunding of TFS transactions. If Global Blue does not inform, train and manage its employees properly, Global Blue may fail to comply with applicable laws and regulations, which could lead to adverse regulatory action. Moreover, the process by or speed with which Global Blue’s internal controls and procedures are implemented or adapted to changing regulatory or commercial requirements may be inadequate to ensure full and immediate compliance, leaving Global Blue vulnerable to inconsistencies and failures that may have a material adverse effect on its business, results of operations and financial condition. Training employees and investing in compliance systems to remain in compliance with applicable laws and regulations also impose additional costs for the operation of Global Blue’s business. Any of the foregoing could result in a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s TFS business is dependent on its airport concessions and agreements with agents.

A large majority of Global Blue’s TFS points are located in airports, and Global Blue has entered into concession agreements with airport authorities for space in on-airport locations. Such agreements typically have terms of three years and do not contain exclusivity provisions. Unlike off-airport locations, where rental space is more freely available, Global Blue’s on-airport refund points cannot move to a nearby location should an airport impose less favorable terms on Global Blue during the renewal process or during the duration of a concession

 

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agreement. Any decision by airport authorities to increase rental costs or otherwise modify the economic terms of Global Blue’s concession agreements could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

In certain cases, Global Blue is required to use an agent to offer TFS services. Global Blue’s agents may attempt to modify the economic terms of Global Blue’s arrangements with them, which would have the effect of lowering Global Blue’s margins. Additional airport authorities may also require Global Blue to use agents, thereby lowering Global Blue’s profitability.

Global Blue operates in emerging markets and is exposed to risks associated with operating in such markets.

Global Blue operates in several emerging markets, such as Argentina, China, Morocco, Russia, Turkey and Uruguay, and plans to expand in additional emerging markets in the future. Certain markets in which Global Blue operates or plans to operate have lower levels of economic, political and legal stability compared to Europe. Risks associated with operating in such markets include unexpected changes in regulatory environments, uncertainty in enforcing contracts and intellectual property rights, challenges in obtaining legal redress, difficulties in collecting accounts receivables, foreign exchange controls, as well as bribery and corruption risks, which can all lead to reputational damage and impair Global Blue’s ability to win and retain contracts. In addition, as Global Blue’s relationships with governments in emerging markets are still developing, they can be more sensitive than Global Blue’s relationships with governments in developed countries. For example, the Chinese government has been sensitive to how businesses refer to Hong Kong, Macau and Taiwan in light of the One-China policy and some companies have come into criticism and negative publicity due to not referring to them correctly, which has harmed their relationship with the Chinese government and other stakeholders. Should one or more of these risks materialize, there could be a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue may be adversely affected by risks associated with strategic arrangements or investments in joint ventures with third parties.

Global Blue has made and continues to make certain strategic arrangements with third parties. For example, in certain countries, such as Japan, Lebanon, Russia and Turkey, Global Blue is required, or Global Blue has determined that it is preferable, to partner with a local counterparty in order to grow its local operations. Local counterparties provide financial, business and public relations expertise and assist Global Blue in developing its merchant and government relationships. These arrangements are and may be developed pursuant to joint venture agreements over which Global Blue only has partial or joint control. The joint venture counterparties may have different business or investment strategies from Global Blue, and Global Blue may have disagreements or disputes with such parties. Global Blue’s partners may be unable, or unwilling, to fulfil their obligations under the relevant joint venture agreements and shareholder agreements, may seek to use their rights to block decisions on certain matters, such as distribution of cash, or may experience financial or other difficulties that may adversely impact Global Blue’s investment in a particular joint venture, which in turn could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s business is subject to loss through physical disaster, data security breach, computer malfunction or sabotage.

Global Blue’s business is vulnerable to loss resulting from physical disaster, data security breaches, computer malfunction or sabotage. Most of Global Blue’s business channels rely on computerized networks and systems to process refunds, collect and store personal data relating to international shoppers and perform reconciliations, and rely to a significant degree on the efficient and uninterrupted operation of Global Blue’s various computer and communication systems, including its IT platforms. Any inadequate system design, transition to new systems or any failure of current or future systems could impair Global Blue’s ability to receive, process and reconcile transactions, manage its compliance and risk functions, and conduct other day-to-day operations of its business.

 

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In addition, the computer and communications systems are vulnerable to damage or interruption from a variety of sources, including attacks by computer malware, electronic break-ins or cyber-attacks, theft or corruption of confidential data or other unanticipated problems.

Moreover, due to the increasing digitalization of Global Blue’s business model and Global Blue’s growing focus on collecting and monetizing international shopper data, Global Blue is also increasingly exposed to risks associated with the unauthorized use, disclosure, destruction and alteration of personal data. Any significant cyber-attack, unauthorized disclosure of data or any other disruption of Global Blue’s computer or communication systems could significantly affect its ability to manage its information technology systems or lead to recovery costs, damage to its reputation, litigation brought by international shoppers or business partners or a diminished ability to operate the business. In addition, due to the high level of data traffic that Global Blue processes, any disruption in Global Blue’s computerized systems or technological process could in turn have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s AVPS business relies on relationships with Acquirers and on the involvement of card schemes.

Global Blue’s AVPS business relies on relationships with Acquirers, which are financial institutions that process credit or debit card payments on behalf of a merchant, and growth in Global Blue’s AVPS business is derived primarily from establishing new relationships with Acquirers. Global Blue may experience attrition and a consequent decline in the volume of currency conversion transactions it processes as a result of several factors, including transfers of their accounts to Global Blue’s competitors, unsuccessful contract renewal negotiation and account closures. The loss of existing relationships, or a sufficient number of key Acquirers could negatively impact Global Blue’s business. Acquirers involved in Global Blue’s AVPS business may also take advantage of increasing levels of competition to raise their percentage of revenue sharing, thereby reducing Global Blue’s profitability.

Global Blue’s AVPS business also depends on the involvement of card schemes, such as Visa or MasterCard, which act as intermediaries between Acquirers. If there is an increase in the prevalence of foreign exchange cards, which aim to provide currency conversion services at better foreign exchange rates or with lower fees than traditional cards, the number of travelers using Global Blue’s AVPS business could decrease. In addition, the relationship with providers of card schemes is similarly important and any deterioration or termination of such relationships could negatively impact Global Blue’s AVPS business. For example, if card schemes, such as Visa or MasterCard, decided to cease allowing Global Blue’s DCC services, the results of Global Blue’s AVPS business would be adversely affected. An increase in fees charged by card schemes in connection with currency conversion transactions may reduce Global Blue’s margins or compromise Global Blue’s AVPS business model.

In addition, each card scheme may alter rules or policies in a manner that may be detrimental to participants, including Acquirers and issuers that must comply with scheme rules as well as terminal suppliers, e-commerce merchants and PSPs that must comply with terminal, transaction and card data storage security rules. Moreover, as card schemes become more dependent on proprietary technology and seek to provide value-added services to issuers and merchants, there is heightened risk that rules and standards may be governed by the self-interest of the schemes, or of those with influence over the schemes. Changes in the business models or strategies of card scheme operators, including any resulting changes to their respective card scheme rules, could have a material adverse effect on Global Blue’s ability to compete and on Global Blue’s business, financial condition, results of operations and prospects.

Global Blue’s AVPS business may be subject to reputational risks in the event of adverse publicity relating to certain products that Global Blue offers, such as DCC. Further, there is a risk that international shoppers no longer utilize Global Blue’s DCC offerings, which could have a material adverse effect on Global Blue’s business, financial condition, results of operations and prospects.

 

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Global Blue is subject to counterparty risk and credit risk.

Global Blue is subject to potential credit risk from merchants and customs and tax authorities. For each TFS transaction, Global Blue is required to remit funds to international shoppers in advance of receipt of funds from merchants or customs and tax authorities. Although Global Blue has in place reserves that it can draw upon to cover any delays in payment, Global Blue’s reserves would be insufficient to fund all of Global Blue’s debts and liabilities. If merchants or customs and authorities were to fail or refuse to pay Global Blue on a widespread and systemic basis over an extended period of time, due to insolvency or, in the case of customs and authorities, political motives, Global Blue could default on its debts and liabilities, resulting in financial, reputational or customer loss. While the revenue share with merchants is only paid after Global Blue receives the full VAT payment and the net exposure is consequently lower, any occurrence of payment default or delay could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue is subject to losses from fraud, theft and employee error.

Global Blue’s business is vulnerable to loss resulting from fraud, theft and employee error. In particular, Global Blue is vulnerable to loss from fraud if counterfeit tax forms are presented to Global Blue for refund. Third parties may also collect Global Blue’s tax free forms on behalf of international shoppers and obtain VAT refunds unlawfully.

Additionally, since Global Blue maintains, transports and processes large amounts of currency around the world, Global Blue is vulnerable to losses from theft or fraudulent acts perpetrated by employees or unauthorized individuals who obtain access to Global Blue’s premises or systems. Material occurrences of fraud and theft could damage Global Blue’s reputation or lead to a loss of cash or temporary disruptions to Global Blue’s business. Moreover, the failure to control or reduce fraud or theft in a cost-effective manner could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue may not be able to attract, integrate, manage and retain qualified personnel or key employees.

Global Blue’s success is dependent on the skills, experience and efforts of Global Blue’s senior management and key personnel. In particular, Global Blue depends on certain sales and marketing staff who have established strong relationships with merchants. The loss of services of key members of Global Blue’s sales and marketing team, particularly to a competitor, could lead to a loss of merchant accounts and, in turn, could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

The success of Global Blue’s business also depends on Global Blue’s ability to adapt to rapidly changing technological, social, economic and regulatory developments. This necessitates a range of specialist personnel, particularly in the areas of software development, technical support, finance and control, administration and operations, and requires Global Blue to retain, recruit and develop the necessary personnel who can provide the needed expertise across the entire spectrum of Global Blue’s business and operations. The market for qualified personnel is competitive and Global Blue may not succeed in recruiting additional personnel in line with the growth of Global Blue’s business, or Global Blue may fail to effectively replace current personnel who depart with qualified or effective successors. Global Blue’s efforts to retain and develop personnel may also result in significant additional expenses, which could adversely affect Global Blue’s profitability.

Global Blue is subject to complex and stringent data protection and privacy laws and regulations in the jurisdictions in which Global Blue operates.

Global Blue processes significant amounts of personal and financial information on a daily basis, including names, addresses, credit card details and passport numbers. For this reason, Global Blue is subject to data protection legislation that seeks to protect the processing of personal data and imposes restrictions on the collection, use and other forms of processing of personal data. Data protection and privacy laws and regulations

 

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are complex and any significant change in the regulatory environment relating to the protection of personal data may also impact Global Blue’s use of international shopper data in Global Blue’s TFS-related and intelligence offerings. Changes to data protection laws and other significant regulatory changes affecting Global Blue’s business activities may also cause Global Blue to revise its strategy or adopt new technologies and procedures.

A breach of data protection laws and regulations could result in substantial fines and/or other sanctions, including criminal sanctions, being levied against Global Blue. If Global Blue were to experience a data breach and be fined, then this could potentially represent a significant cost for Global Blue. Additionally, any breach of data protection could result in proceedings against Global Blue, including class action privacy litigation in certain jurisdictions. Finally, should Global Blue be found to be in breach of applicable data protection and privacy laws and regulation, it could face material damage to its brand and the potential loss of customer trust and confidence, which in turn could have a material adverse effect on its business, results of operations and financial position.

Global Blue’s business is subject to anti-money laundering, sanctions and anti-bribery regulations and related compliance costs and third-party risks.

Global Blue’s business is subject to anti-money laundering and anti-bribery laws and regulations in the jurisdictions in which Global Blue operates. In addition, Global Blue is subject to laws and regulations that prohibit Global Blue from transmitting money to specified countries or to or on behalf of prohibited individuals, in particular, the laws and regulations of the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury in the United States, the United States’ Foreign Corrupt Practices Act, Her Majesty’s Revenue and Customs in the United Kingdom and regulations enacted by the EU’s Common Foreign & Security Policy and the United Nations Security Council.

Equivalent or similar legislation exists in other countries where Global Blue conducts business. Fines and penalties, which may include the shutting down of operations or central banks limiting Global Blue’s ability to source currency, could be imposed in the various countries in which Global Blue operates, and more stringent sanctions, anti-bribery or AML legislation, including “know your customer” requirements, could impose considerable obligations on Global Blue, create increased reporting obligations and trigger the need for increased resources devoted to AML or other compliance functions. Global Blue’s internal policies mandate compliance with AML, sanctions and anti-bribery laws, but Global Blue’s compliance policies and training efforts may not always prevent bad acts or errors committed by Global Blue’s employees or joint venture partners and their employees. For example, if one of Global Blue’s joint venture partners or employees were to bribe a government official in connection with any government award of a TFS license or agreement, Global Blue would be in violation of anti-bribery regulations. Additionally, there is a risk that Global Blue could violate AML regulations by allowing fraudulent VAT refunds to be claimed by not sufficiently checking that the tax free form was properly issued or validated or not sufficiently checking that the merchant was a genuinely established enterprise. Any failure, or suspected failure, by Global Blue to comply with its obligations relating to AML, sanctions or anti-bribery, could not only have a material adverse effect on its business, results of operations and financial condition, but could also have a material adverse effect on its reputation and goodwill.

Global Blue is subject to risks relating to intellectual property.

Global Blue’s success depends to a significant degree upon its ability to protect and preserve the proprietary aspects of its services and processes. In certain jurisdictions, such as in APAC, where Global Blue has deployed some of its most advanced digital TFS solutions, Global Blue relies on patent laws in order to protect its intellectual property.

Global Blue may not be successful in the implementation of its patent registration strategies. Global Blue may be unable to secure patents in a timely manner or at all, which could limit its ability to protect the relevant intellectual property rights from competitors. Global Blue’s competitors may also secure patents covering Global Blue’s services and processes, thereby exposing Global Blue to infringement liability or preventing Global Blue

 

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from fully executing its business model in the relevant jurisdiction. As a result, Global Blue may find that it is unable to continue to offer the best products to international shoppers, or that it is unable to offer products and services upon which its business depends.

Moreover, third parties may in the future assert claims that Global Blue’s systems or products infringe their proprietary rights. Such infringement claims may cause Global Blue to incur significant costs in defending those claims. As a result of any of these claims, Global Blue may be required to discontinue using any infringing technology and providing any related services, to expend resources to develop non-infringing technology or to purchase licenses or pay royalties for other technology. Should any of these risks materialize, they could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Litigation or investigations involving Global Blue could result in material settlements, fines or penalties.

From time to time, Global Blue is the subject of litigation or investigations related to its business, which may result in fines, penalties, judgments, settlements and litigation expenses. Regulatory and judicial proceedings and potentially adverse developments in connection with ongoing litigation may adversely affect the licenses Global Blue holds as well as Global Blue’s business, financial condition and results of operation. There may also be adverse publicity associated with lawsuits and investigations that could decrease international shoppers’ acceptance of Global Blue’s services. Plaintiffs or regulatory agencies in these lawsuits, actions or investigations may seek recovery of very large or indeterminate amounts, and the magnitude of these actions may remain unknown for substantial periods of time. The cost to defend or settle future lawsuits or investigations may be significant and such costs, or the outcome of such lawsuits or investigations, could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Risks Relating to Financial Matters and New Global Blue’s Capital and Corporate Structure

Failure to comply with the covenants or other obligations contained in Global Blue’s New Facilities Agreement could result in an event of default. Any failure to repay or refinance the outstanding debt under Global Blue’s New Facilities Agreement when due could have a material adverse effect on Global Blue.

Global Blue has incurred substantial indebtedness. As of September 30, 2019, Adjusted Net Debt amounted to €600 million. Subject to customary closing conditions, Global Blue expects to use the proceeds of the New Facilities to repay the Existing Facilities.

If there were an event of default under the New Facilities Agreement that is not cured or waived in accordance with the terms of the New Facilities Agreement, the lenders under the New Facilities Agreement could terminate their commitments to lend and cause all amounts outstanding with respect to the loans granted under the New Facilities Agreement to become due and payable immediately and/or exercise their rights and remedies under the security documents. Global Blue’s assets and cash flow may not be sufficient to fully repay Global Blue’s outstanding debt under the New Facilities Agreement when due, whether upon an acceleration of the loans granted under the New Facilities Agreement or on the maturity date of any of the loans granted. Certain assets including the shares and material bank accounts of certain of Global Blue’s material subsidiaries serve as security to secure the obligations under the New Facilities Agreement and, upon an acceleration of the New Facilities Agreement, the secured parties may enforce such security and exercise rights and remedies under such security documents including to sell, appropriate or otherwise dispose of such assets in order to generate proceeds to repay any outstanding indebtedness under the New Facilities Agreement. Upon an acceleration of the New Facilities Agreement or upon the final maturity date of any of the New Facilities Agreement, there can be no assurance that Global Blue will be able to refinance the New Facilities Agreement or that Global Blue’s assets, including those that serve as security for outstanding indebtedness, would be sufficient to repay that indebtedness in full and allow Global Blue to continue to make the other payments that Global Blue is obliged to make, which would impair Global Blue’s ability to run Global Blue’s business, could result in insolvency proceedings or reorganization and could result in investors losing all or a significant portion of their investment. In addition, a

 

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default under the New Facilities Agreement could result in a default under Global Blue’s other financing arrangements and could cause or permit lenders under those other financing arrangements to accelerate such financing arrangements, causing the amounts owed under those arrangements to become immediately due and payable, which could have a material adverse effect on Global Blue’s business, results of operations and financial condition. For more information regarding the New Facilities Agreement, see “Global Blue’s Management’s Discussion and Analysis of Financial Condition and Results of Operation—Banking Facilities and Loans—New Facilities.”

Global Blue relies on its operating subsidiaries to provide it with funds necessary to meet Global Blue’s financial obligations and New Global Blue’s ability to pay dividends may be constrained.

Global Blue operates through a holding structure. Global Blue is a holding company with no material, direct business operations. Global Blue’s only assets are its direct and indirect equity interests in its operating subsidiaries. As a result, Global Blue is dependent on loans, dividends and other payments from these subsidiaries to generate the funds necessary to meet its financial obligations, including the payment of dividends. The ability of Global Blue’s subsidiaries to make such distributions and other payments depends on their earnings and may be subject to contractual or statutory limitations, such as limitations imposed by Global Blue’s financing facilities to which Global Blue’s subsidiaries are guarantors or the legal requirement of having distributable profit or distributable reserves. See “Stock Market and Dividend Information— Dividend Policy. As an equity investor in Global Blue’s subsidiaries, Global Blue’s right to receive assets upon a subsidiary’s liquidation or reorganization will be effectively subordinated to the claims of such subsidiary’s creditors. To the extent that Global Blue is recognized as a creditor of a subsidiary, its claims may still be subordinated to any security interest in or other lien on such subsidiary’s assets and to any of its debt or other obligations that are senior to Global Blue’s claims.

The actual payment of future dividends on the New Global Blue Shares and the amounts thereof depend on a number of factors, including, inter alia, the amount of distributable profits and reserves, New Global Blue’s capital expenditure and investment plans, revenue, profits, financial condition, New Global Blue’s level of profitability, Leverage Ratio (as defined in this proxy statement/prospectus), applicable restrictions on the payment of dividends under applicable laws, compliance with credit covenants, general economic and market conditions, future prospects and such other factors as the New Global Blue board of directors may deem relevant from time to time. There can be no assurance that the abovementioned factors will facilitate or allow adherence to New Global Blue’s dividend policy and, in particular, New Global Blue’s ability to pay dividends may be impaired if any of the risks described in this section “Risk Factors” were to occur. As a result, New Global Blue’s ability to pay dividends in the future may be limited and New Global Blue’s dividend policy may change. New Global Blue’s board of directors will revisit New Global Blue’s dividend policy from time to time.

Global Blue’s indebtedness imposes restrictions on Global Blue’s business and a significant increase in Global Blue’s indebtedness could result in changes to the terms on which credit is extended to it.

The New Facilities Agreement contains covenants and undertakings. These undertakings restrict or limit, inter alia, Global Blue’s ability to incur additional indebtedness, Global Blue’s ability to create security, Global Blue’s ability to dispose of assets and Global Blue’s ability to merge or consolidate with other entities (in each case subject to a number of important exceptions and qualifications). If Global Blue breaches any of the covenants with respect to the New Facilities Agreement and Global Blue is unable to cure the breach within any applicable grace period specified in the New Facilities Agreement (to the extent the breach is capable of being cured) or to obtain a waiver from the relevant lenders, Global Blue would be in default under the terms of the relevant New Facilities Agreement. See “Global Blue’s Management’s Discussion and Analysis of Financial Condition and Results of Operation—Indebtedness.”

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including Global Blue’s working capital needs, capital expenditure, the exploitation of business opportunities and organic growth, future acquisitions and other general corporate needs, as well as dividends. Furthermore, a significant increase in Global Blue’s indebtedness could result in changes to the terms on which banks and other parties are willing to extend credit to it. Any of these events, if they occur, could increase Global Blue’s costs of financing or cause Global Blue to make early repayment on some or all of Global Blue’s indebtedness, either of which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue’s inability to generate sufficient cash flow could affect its ability to execute its strategic plans.

Organic growth opportunities are an important element of Global Blue’s strategy. See “Information Related to Global Blue—Global Blue’s Business—Global Blue’s Strategy”. Global Blue may not generate sufficient cash flow to finance such growth plans. Consequently, the execution of Global Blue’s growth strategy may require access to external sources of capital, which may not be available to Global Blue on acceptable terms, or at all. Limitations on Global Blue’s access to capital, including on Global Blue’s ability to issue additional debt or equity, could result from events or causes beyond Global Blue’s control, and could include, inter alia, decreases in Global Blue’s creditworthiness or profitability, significant increases in interest rates, increases in the risk premium generally required by investors, decreases in the availability of credit or the tightening of terms required by lenders. Any limitations on Global Blue’s ability to secure external capital, continue Global Blue’s existing finance arrangements or refinance existing financing obligations could limit Global Blue’s liquidity, Global Blue’s financial flexibility or Global Blue’s cash flow and affect Global Blue’s ability to execute Global Blue’s strategic plans, which could have a material adverse effect on Global Blue’s business, results of operations and financial condition.

Global Blue is exposed to interest rate risks.

Part of Global Blue’s existing and future debt and borrowings carry, or may carry, floating interest rates, including floating interest rates linked to EURIBOR or similar “benchmark” interest rates. As of September 30, 2019, all of Global Blue’s interest-bearing loans carried floating interest rates. As of September 30, 2019, none of these loans were covered by interest rate swaps as the floating rate was below the minimum interest rate floor of 0%, which will also apply to borrowings under the New Facilities. Adverse fluctuations and increases in interest rates, to the extent that they are not hedged, could have a material adverse effect on Global Blue’s cash flow and financing costs and, consequently, on Global Blue’s business, results of operations and financial condition. In addition, LIBOR and other “benchmark” interest rates are currently the subject of recent and ongoing national, international and other regulatory guidance and proposals for reform, which may cause such “benchmarks” to perform differently than in the past, or to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could result in an increase of the interest payable on any of Global Blue’s debt linked to such a “benchmark.”

Global Blue is exposed to currency translation and transaction risk.

Global Blue is exposed to currency translation risk because its Group consolidated reporting currency is the Euro and hence fluctuations in foreign exchange rates impact the consolidation into Euro of foreign currency-denominated assets, liabilities and earnings. In addition, New Global Blue is exposed to foreign currency movements as a result of its share price being denominated in U.S. dollars versus New Global Blue’s reporting currency in Euro.

Global Blue’s main transaction risks arise from funding activities and transactions between Group entities with different functional currencies. Exposures are in the form of cash pools as well as intra-group trade payables and receivables. Global Blue’s largest exposures for the financial year ended March 31, 2019 were to the British pound, Singapore dollar and Swedish krona. Volatility in these currencies may therefore impact Global Blue’s results of operations if not properly managed. Adverse currency movements could result in a material adverse

 

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effect on Global Blue’s business, results of operations and financial condition. See “Global Blue’s Management’s Discussion and Analysis of Financial Condition and Results of Operation—Quantitative and Qualitative Disclosure about Market Risk—Foreign exchange risk.”

Global Blue’s consolidated financial statements include significant intangible assets which could be impaired.

Global Blue carries significant intangible assets on its balance sheet. As of September 30, 2019, the intangible assets on Global Blue’s balance sheet totaled €663.0 million, including €411.2 million in goodwill and €29.9 million in trademarks and customer relationships relating to the 2012 GB Acquisition. Pursuant to current accounting rules, Global Blue is required to assess goodwill for impairment at least annually or more frequently if impairment indicators are present. Impairment indicators include, but are not limited to, significant underperformance relative to historical or projected future operating results, a significant decline in share price or market capitalization and negative industry or economic trends. If such events were to occur, the carrying amount of Global Blue’s goodwill may no longer be recoverable and Global Blue may be required to record an impairment charge. Other intangible assets, such as trademarks and customer relationships, are amortized on a yearly basis. However, if impairment indicators are present, Global Blue is required to test such intangible assets for impairment.

Risks Relating to the Business Combination

The Founder, officers and directors, and Third Point have agreed to vote their shares in favor of the Business Combination, regardless of how FPAC’s Public Stockholders vote.

In connection with the Business Combination, the Founder, officers and directors of FPAC, and Third Point have each agreed to vote their shares of FPAC Common Stock in favor of the Business Combination. Currently, the Founder, the officers and directors of FPAC, and Third Point collectively own approximately 25% of the outstanding shares of FPAC Common Stock. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if the Founder, the officers and directors of FPAC, and Third Point agreed to vote their shares in accordance with the majority of the votes cast by FPAC’s Public Stockholders.

FPAC may not be able to complete the Business Combination or any other business combination within the prescribed time frame, in which case FPAC would cease all operations, except for the purpose of winding up and FPAC would redeem FPAC’s Public Shares and liquidate.

FPAC must complete an Initial Business Combination by September 14, 2020. FPAC may not be able to consummate the Business Combination or any other business combination by such date. If FPAC has not completed any Initial Business Combination by such date, it will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of FPAC’s remaining stockholders and board of directors, dissolve and liquidate, subject in each case to FPAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

FPAC stockholders may be held liable for claims by third parties against FPAC to the extent of distributions received by them upon redemption of their shares in a liquidation.

If the Business Combination is not completed, then under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata

 

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portion of FPAC’s Trust Account distributed to FPAC’s Public Stockholders upon the redemption of FPAC’s Public Shares in the event FPAC does not complete an Initial Business Combination by September 14, 2020 may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

Because FPAC may not be complying with Section 280, Section 281(b) of the DGCL requires FPAC to adopt a plan, based on facts known to FPAC at such time that will provide for FPAC’s payment of all existing and pending claims or claims that may be potentially brought against FPAC within the 10 years following FPAC’s dissolution. However, because FPAC is a blank check company, rather than an operating company, and FPAC’s operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from FPAC’s vendors (such as lawyers, investment bankers and auditors) or prospective target businesses. If FPAC’s plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. FPAC cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, FPAC’s Public Stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of FPAC’s Public Stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our Trust Account distributed to FPAC’s Public Stockholders upon the redemption of its Public Shares in the event FPAC does not complete an Initial Business Combination by September 14, 2020 is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

FPAC did not obtain an opinion from an independent investment banking or accounting firm, and consequently, you have no assurance from an independent source that the price FPAC is paying in connection with the Business Combination is fair to FPAC from a financial point of view.

FPAC is not required to obtain an opinion from an independent investment banking or accounting firm that the price FPAC is paying in connection with the Business Combination is fair to FPAC from a financial point of view. FPAC’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Its officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have concluded that their experience and backgrounds, together with the experience and sector expertise of its financial advisors enabled them to make the necessary analyses and determinations regarding the Business Combination with Global Blue. In addition, FPAC’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of FPAC’s board of directors in valuing Global Blue’s business, and assuming the risk that the board of directors may not have properly valued the Business Combination.

FPAC’s current directors and executive officers beneficially own shares of FPAC Common Stock and Warrants that will be worthless if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination with Global Blue.

FPAC’s officers and directors and/or their affiliates beneficially own or have a pecuniary interest in shares that they purchased prior to, or simultaneously with, FPAC’s IPO. FPAC’s executive officers and directors and their

 

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affiliates have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the Business Combination with Global Blue or another business combination is not approved within the required time period, such securities held by such persons will be worthless. Such securities had an aggregate market value of approximately $         million based upon the closing prices of the FPAC Class A Common Stock and Units on the NYSE on                      , 2020. Furthermore, FPAC’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on FPAC’s behalf, such as identifying and investigating possible business targets and business combinations. If FPAC fails to consummate the Business Combination, they will not have any claim against the Trust Account for repayment or reimbursement. Accordingly, FPAC may not be able to repay or reimburse these amounts if the Business Combination is not completed. See the section entitled “The Business Combination Proposal—Interests of FPAC’s Directors and Officers in the Business Combination.”

These financial interests may have influenced the decision of FPAC’s directors to approve the Business Combination with Global Blue and to continue to pursue the Business Combination. In considering the recommendations of FPAC’s board of directors to vote for the Business Combination Proposal and other proposals, FPAC’s Public Stockholders should consider these interests.

The grant and future exercise of registration rights may adversely affect the market price of New Global Blue Shares upon consummation of the Business Combination.

Pursuant to the Registration Rights Agreement to be entered into in connection with the Business Combination and which is described elsewhere in this proxy statement/prospectus, Silver Lake, Third Point and the Founder can each demand that New Global Blue register their registrable securities under certain circumstances and will each also have piggyback registration rights for these securities in connection with certain registrations of securities that New Global Blue undertakes. In addition, following the consummation of the Business Combination, New Global Blue is required to file and maintain an effective registration statement under the Securities Act covering such securities and certain other securities of New Global Blue.

The registration of these securities will permit the public sale of such securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of New Global Blue Shares post-Business Combination.

FPAC has had a limited opportunity to assess the management of Global Blue’s business and, as a result, cannot assure you that Global Blue’s management has all the skills, qualifications or abilities necessary to manage a public company.

FPAC’s ability to assess Global Blue’s management may be limited due to a lack of time, resources or information. FPAC’s assessment of the capabilities of Global Blue’s management, therefore, may prove to be incorrect and Global Blue management may lack the skills, qualifications or abilities that FPAC believed the Global Blue management to have. Should Global Blue’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of New Global Blue or Global Blue post-Business Combination may be negatively impacted. Accordingly, any stockholders who choose to remain stockholders of New Global Blue following the Business Combination could suffer a reduction in the value of their shares.

If the Adjournment Proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the Business Combination, FPAC’s board of directors will not have the ability to adjourn the Special Meeting to a later date in order to solicit further votes, and, therefore, the Business Combination will not be approved.

FPAC’s board of directors is seeking approval to adjourn the Special Meeting to a later date or dates if, at the Special Meeting, based upon the tabulated votes, there are insufficient votes to approve the consummation of the

 

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Business Combination. If the Adjournment Proposal is not approved, FPAC’s board will not have the ability to adjourn the Special Meeting to a later date and, therefore, will not have more time to solicit votes to approve the consummation of the Business Combination. In such event, the Business Combination would not be completed.

The exercise of FPAC’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in FPAC’s stockholders’ best interest.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Merger Agreement, would require FPAC to agree to amend the Merger Agreement, to consent to certain actions taken by Global Blue or to waive rights that FPAC is entitled to under the Merger Agreement. Such events have arisen and could continue to arise because of changes in the course of Global Blue’s business, a request by Global Blue to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Global Blue’s business and would entitle FPAC to terminate the Merger Agreement. In any of such circumstances, it would be at FPAC’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what they may believe is best for FPAC and what they may believe is best for themselves in determining whether or not to take the requested action. While certain changes could be made without further stockholder approval, FPAC will circulate a new or amended proxy statement/prospectus and resolicit FPAC’s stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

Activities taken by existing FPAC stockholders and Global Blue to increase the likelihood of approval of the Business Combination Proposal and other proposals could have a depressive effect on FPAC’s stock.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding FPAC or its securities, FPAC’s initial stockholders, officers, directors, Global Blue or Global Blue’s shareholders and/or their respective affiliates may purchase Public Shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of FPAC Common Stock or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Business Combination where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on the price of FPAC Common Stock.

Risks Related to the U.S. Federal Income Tax treatment of the Business Combination and New Global Blue

The Internal Revenue Service (“IRS”) may not agree that New Global Blue should be treated as a non-U.S. corporation for U.S. federal income tax purposes.

Under current U.S. federal income tax law, a corporation generally will be considered to be a U.S. corporation for U.S. federal income tax purposes only if it is created or organized in the United States or under the law of the United States or of any State. Accordingly, under the generally applicable U.S. federal income tax rules, New Global Blue, which is not created or organized in the United States or under the law of the United States or of any State but is instead a Swiss incorporated entity, would generally be classified as a non-U.S. corporation. Section 7874 of the Code and the Treasury regulations promulgated thereunder, however, contain specific rules that may cause a non-U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes. If it were determined that New Global Blue is treated as a U.S. corporation for U.S. federal income tax purposes

 

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under Section 7874 of the Code and the Treasury regulations promulgated thereunder, New Global Blue would be liable for U.S. federal income tax on its income just like any other U.S. corporation and certain distributions made by New Global Blue to non-U.S. holders of New Global Blue securities would be subject to U.S. withholding tax.

As more fully described in “The Business Combination Proposal—Material U.S. Federal Income Tax Considerations—Tax Treatment of New Global Blue—Treatment of New Global Blue as a Non-U.S. Corporation for U.S. Federal Income Tax Purposes”, New Global Blue believes it should not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. However, whether the requirements for such treatment have been satisfied must be finally determined after the completion of the Transaction, by which time there could be adverse changes to the relevant facts and circumstances. Furthermore, the interpretation of Treasury regulations relating to the required ownership of New Global Blue is uncertain and there is limited guidance regarding their application. Accordingly, there can be no assurance that the IRS will not take a contrary position to those described above or that a court will not agree with a contrary position of the IRS in the event of litigation.

The IRS may not agree with the position that Section 367(a) of the Code should not cause New Global Blue not to be treated as a corporation for purposes of non-recognition under Section 351(a) of the Code of gain with respect to the deemed exchange by FPAC stockholders of FPAC Common Stock for New Global Blue Shares in the Merger (and related transactions).

For U.S. federal income tax purposes, the surrender of FPAC Common Stock and the acquisition of New Global Blue Shares pursuant to the Merger (taken together with related transactions) should be treated as an exchange by a U.S. holder of FPAC Common Stock for New Global Blue Shares. The parties expect that this exchange should be treated as an exchange described in Section 351 of the Code. In addition, the parties expect that Section 367(a) of the Code should not cause New Global Blue to not be treated as a corporation for purposes of the non-recognition rules under Section 351(a) of the Code. If the IRS successfully determines that the deemed exchange should not be treated as a transaction described in Section 351 of the Code, or that the deemed exchange should be treated as a transaction described in Section 351 of the Code, but that Section 367(a) of the Code applies to the deemed exchange, then a U.S. holder would generally recognize gain with respect to such U.S. holder’s FPAC Common Stock, if any, in an amount equal to (i) the fair market value of the New Global Blue Shares deemed received by such holder as a result of the Merger and related transactions with respect to such U.S. holder’s FPAC Common Stock less (ii) such U.S. holder’s adjusted tax basis in such shares of FPAC Common Stock. Any such gain would be capital gain and would be long-term capital gain if the U.S. holder’s holding period for the FPAC Common Stock exceeded one year at the time of the Merger.

U.S. holders of FPAC Common Stock should consult their tax advisors regarding the qualification of the Merger and related transactions as a transfer described in Section 351 of the Code. In addition, U.S. holders are cautioned that the potential application of Section 367(a) of the Code to the Merger and related transactions is complex and depends on factors that cannot be determined until the closing of the Merger. There can be no assurance that the IRS will not take a position contrary to those described above or that a court will not agree with a contrary position of the IRS in the event of litigation. Accordingly, U.S. holders should consult with their tax advisor regarding the potential application of Section 367(a) of the Code in their particular situation. For additional discussion of material federal U.S. federal income tax considerations of the Merger, please see “The Business Combination Proposal—Material Tax Consideration—Material U.S. Federal Income Tax Considerations—U.S. Holders.

If a United States person is treated as owning at least 10% of New Global Blue Shares, such person may be subject to adverse U.S. federal income tax consequences.

If a United States person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of New Global Blue Shares, such person may be treated as a “United States shareholder” with respect to each of New Global Blue and its direct and indirect subsidiaries (“New Global Blue Group”) that is a

 

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“controlled foreign corporation.” If the New Global Blue Group includes one or more U.S. subsidiaries, under recently-enacted rules, certain of New Global Blue’s non-U.S. subsidiaries could be treated as controlled foreign corporations regardless of whether New Global Blue is treated as a controlled foreign corporation (although there is currently a pending legislative proposal to significantly limit the application of these rules). Immediately following the business combination, the New Global Blue Group will include a U.S. subsidiary.

A United States shareholder of a controlled foreign corporation may be required to report annually and include in its U.S. taxable income its pro rata share of the controlled foreign corporation’s “Subpart F income” and “global intangible low-taxed income” and a pro rata share of an amount equal to the U.S. property (including certain stock in U.S. corporations and certain tangible assets located in the United States) held by the controlled foreign corporation regardless of whether such controlled foreign corporation makes any distributions. Failure to comply with these reporting obligations (or related tax payment obligations) may subject such United States shareholder to significant monetary penalties and may prevent the statute of limitations with respect to such United States shareholder’s U.S. federal income tax return for the year for which reporting (or payment of tax) was due from starting. An individual that is a United States shareholder with respect to a controlled foreign corporation generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a United States shareholder that is a U.S. corporation. New Global Blue cannot provide any assurances that it will assist holders in determining whether any of its non-U.S. subsidiaries are treated as a controlled foreign corporation or whether any holder is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish to any holder information that may be necessary to comply with reporting and tax paying obligations.

If New Global Blue were a passive foreign investment company for United States federal income tax purposes for any taxable year, U.S. holders of New Global Blue Shares could be subject to adverse United States federal income tax consequences.

If New Global Blue is or becomes a “passive foreign investment company,” or a PFIC, within the meaning of Section 1297 of the Code for any taxable year during which a U.S. holder (as defined in “The Business Combination Proposal—Material Tax Considerations—Material U.S. Federal Income Tax Considerations—U.S. Holders”) holds New Global Blue Shares, certain adverse U.S. federal income tax consequences may apply to such U.S. holder. Global Blue does not believe that it was a PFIC for its prior taxable year and does not expect New Global Blue to be a PFIC for U.S. federal income tax purposes for the current taxable year or in the foreseeable future. However, PFIC status depends on the composition of a company’s income and assets and the fair market value of its assets from time to time, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations. Accordingly, there can be no assurance that New Global Blue will not be treated as a PFIC for any taxable year.

If New Global Blue were a PFIC, a U.S. holder of New Global Blue Shares may be subject to adverse U.S. federal income tax consequences, such as taxation at the highest marginal ordinary income tax rates on capital gains and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, and additional reporting requirements. See “The Business Combination Proposal—Material Tax Considerations—Material U.S. Federal Income Tax Considerations—U.S. Holders—Passive Foreign Investment Company Rules.”

Risks Related to New Global Blue’s Business and Operations Following the Business Combination

Fluctuations in operating results, quarter to quarter earnings and other factors, including incidents involving Global Blue’s customers and negative media coverage, may result in significant decreases or fluctuations in the price of New Global Blue securities post-Business Combination.

The stock markets experience volatility that is often unrelated to operating performance. These broad market fluctuations may adversely affect the trading price of New Global Blue Shares post-Business Combination and, as a result, there may be significant volatility in the market price of New Global Blue Shares post-Business

 

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Combination. Separately, if New Global Blue is unable to operate as profitably as investors expect, the market price of New Global Blue Shares post-Business Combination will likely decline when it becomes apparent that the market expectations may not be realized. In addition to operating results, many economic and seasonal factors outside of New Global Blue’s control could have an adverse effect on the price of New Global Blue Shares post-Business Combination and increase fluctuations in its earnings. These factors include certain of the risks discussed herein, operating results of other companies in the same industry, changes in financial estimates or recommendations of securities analysts post-Business Combination, speculation in the press or investment community, negative media coverage or risk of proceedings or government investigation, change in government regulation, foreign currency fluctuations and uncertainty in tax policies, the possible effects of war, terrorist and other hostilities, other factors affecting travel and traveller shopping (including pandemics), adverse weather conditions, changes in general conditions in the economy or the financial markets or other developments affecting the luxury goods retail industry.

The assumptions made in preparing Global Blue’s forecast for the financial years ending March 31, 2020 and 2021 and Global Blue’s medium-term objectives included in this proxy statement/prospectus may prove incorrect, incomplete or inaccurate.

Global Blue’s forecast for the financial years ending March 31, 2020 and 2021 and Global Blue’s medium-term objectives included in this proxy statement/prospectus, which present financial goals and targets with respect to, among others, revenue, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Group Share) and FCFE (Group Share), reflect numerous assumptions made by Global Blue’s management at the time they were prepared in August 2019. These assumptions relate to commercial expectations and other external factors, including political, legal, fiscal, market and economic conditions and factors affecting travel and traveller shopping, including pandemics and applicable legislation, regulations and rules (including, but not limited to, accounting policies and accounting treatments) and movements in foreign exchange rates, all of which are difficult to predict and are beyond Global Blue’s control. The forecast for the financial years ending March 31, 2020 and 2021 and the medium-term objectives included in this proxy statement/prospectus are forward-looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond Global Blue’s and FPAC’s control, such as, for example, the coronavirus outbreak that will have a sizable negative impact on Global Blue’s business, results of operations and financial condition, and is not taken into account in the forecast for the financial years ending March 31, 2020 and 2021 and the medium-term objectives included in this proxy statement/prospectus. Accordingly, there is a risk that the assumptions made in preparing the forecast for the financial years ending March 31, 2020 and 2021 and medium-term objectives could prove incorrect, incomplete or inaccurate and there may be differences between Global Blue’s actual and projected results, which could be material in nature and impact the New Global Blue Share price. The inclusion of the forecast for the financial years ending March 31, 2020 and 2021 and medium-term objectives in this proxy statement/prospectus should not be regarded as an indication that Global Blue or Global Blue’s management considered or consider such financial targets and outlook to be reliable predictions of future events.

A market for New Global Blue’s securities may not develop, which would adversely affect the liquidity and price of New Global Blue’s securities.

An active trading market for New Global Blue Shares may never develop or, if developed, it may not be sustained. You may be unable to sell your New Global Blue Shares unless a market can be established and sustained.

New Global Blue may issue additional New Global Blue Shares or other securities without shareholder approval, which would dilute existing ownership interests and may depress the market price of New Global Blue Shares.

New Global Blue may issue additional New Global Blue Shares or other equity securities of equal or senior rank in the future in connection with, among other things, repayment of outstanding indebtedness or New Global Blue’s equity incentive plan, without shareholder approval, in a number of circumstances.

 

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New Global Blue’s issuance of additional New Global Blue Shares or other equity securities of equal or senior rank would have the following effects:

 

   

New Global Blue’s existing shareholders’ proportionate ownership interest in New Global Blue may decrease;

 

   

the amount of cash available per share, including for payment of dividends in the future, may decrease;

 

   

the relative voting strength of each previously outstanding New Global Blue Shares may be diminished; and

 

   

the market price of New Global Blue Shares may decline.

Following the Closing, the Seller Parties will be in a position to exert significant influence, and Third Point will also be in a position to exert influence, over New Global Blue. The interests pursued by the Seller Parties and Third Point could differ from the interests of New Global Blue’s other shareholders.

Following the Closing assuming no adjustments to the Cash Consideration or the Share Consideration pursuant to the Merger Agreement, under the No Redemption Scenario, the Seller Parties will beneficially own approximately 42.1% of the New Global Blue Shares, and under the Maximum Redemption Scenario they will beneficially own approximately 57.7%. Due to their large shareholdings, these shareholders will be in a position to exert significant influence in the general meeting of New Global Blue shareholders and, consequently, on matters decided by the general meeting, including the appointment of members of New Global Blue’s board, the payment of dividends and any proposed capital increase. Similarly and assuming no adjustments to the Cash Consideration or the Share Consideration pursuant to the Merger Agreement, Third Point will beneficially own approximately 13.1% of the New Global Blue Shares under the No Redemption Scenario and 29.1% under the Maximum Redemption Scenario and will also be able to exert influence on matters decided at the general meeting of New Global Blue shareholders. See “Certain Relationships and Related Person Transactions” for a description of certain arrangements regarding the relationship between New Global Blue, Globetrotter and the Founder.

Reports published by analysts, including projections in those reports that differ from New Global Blue’s actual results, could adversely affect the price and trading volume of New Global Blue Shares.

New Global Blue currently expects that securities research analysts will establish and publish their own periodic projections for New Global Blue’s business. These projections may vary widely and may not accurately predict the results New Global Blue actually achieves. New Global Blue’s share price may decline if actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports downgrades New Global Blue’s stock or publishes inaccurate or unfavorable research about its business, its share price could decline. If one or more of these analysts ceases coverage or fails to publish reports regularly, New Global Blue’s share price or trading volume could decline. While New Global Blue expects research analyst coverage of New Global Blue, if no analysts commence coverage of New Global Blue, the trading price and volume for New Global Blue Shares could be adversely affected.

Future sales of the New Global Blue Shares issued to the Global Blue shareholders and other significant shareholders may cause the market price of New Global Blue Shares to drop significantly, even if New Global Blue’s business is doing well.

Under the Merger Agreement, the Global Blue shareholders will receive, among other things, a significant amount of New Global Blue Shares. Pursuant to the Shareholders Agreement, the Global Blue shareholders will be restricted from selling any of the New Global Blue securities that they receive as a result of the share exchange during the six month period after the closing date of the Business Combination, subject to certain exceptions.

Subject to the Shareholders Agreement, the Global Blue shareholders and certain other shareholders party to the Shareholders Agreement may sell New Global Blue securities pursuant to Rule 144 under the Securities Act, if available. In these cases, the resales must meet the criteria and conform to the requirements of that rule, including, because FPAC and New Global Blue are currently shell companies, waiting until one year after New Global Blue’s filing with the SEC of a Form 20-F transition report reflecting the Business Combination.

 

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Upon expiration of the applicable lock-up periods, and upon effectiveness of the registration statement New Global Blue files pursuant to the Registration Rights Agreement or upon satisfaction of the requirements of Rule 144 under the Securities Act, the Global Blue shareholders and certain other significant shareholders may sell large amounts of New Global Blue securities in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in New Global Blue’s stock price or putting significant downward pressure on the price of the New Global Blue Shares.

If New Global Blue fails to maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results or prevent fraud. As a result, shareholders could lose confidence in New Global Blue’s financial and other public reporting, which would harm its business and the trading price of the New Global Blue Shares.

Effective internal controls over financial reporting are necessary for New Global Blue to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause New Global Blue to fail to meet its reporting obligations. In addition, any testing by it conducted in connection with Section 404 of the Sarbanes-Oxley Act of 2002, or any subsequent testing by its independent registered public accounting firm, may reveal deficiencies in New Global Blue’s internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to its financial statements or identify other areas for further attention or improvement. Inferior internal controls could also subject New Global Blue to regulatory scrutiny and sanctions, impair its ability to raise revenue and cause investors to lose confidence in its reported financial information, which could have a negative effect on the trading price of New Global Blue Shares.

New Global Blue will be required to disclose changes made in its internal controls and procedures and its management will be required to assess the effectiveness of these controls annually. However, for as long as New Global Blue is an “emerging growth company” under the JOBS Act, its independent registered public accounting firm will not be required to attest to the effectiveness of its internal controls over financial reporting pursuant to Section 404. An independent assessment of the effectiveness of New Global Blue’s internal controls could detect problems that its management’s assessment might not. Undetected material weaknesses in New Global Blue’s internal controls could lead to financial statement restatements and require it to incur the expense of remediation.

New Global Blue will incur higher costs post-Business Combination as a result of being a public company.

New Global Blue will incur additional legal, accounting, insurance and other expenses, including costs associated with public company reporting requirements following completion of the Business Combination. New Global Blue will incur higher costs associated with complying with the requirements of the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and related rules implemented by the SEC and the NYSE. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. New Global Blue expects these laws and regulations to increase its legal and financial compliance costs after the Business Combination and to render some activities more time-consuming and costly, although New Global Blue is currently unable to estimate these costs with any degree of certainty. New Global Blue may need to hire more employees post-Business Combination or engage outside consultants to comply with these requirements, which will increase its post-Business Combination costs and expenses. These laws and regulations could make it more difficult or costly for New Global Blue to obtain certain types of insurance, including director and officer liability insurance, and New Global Blue may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for New Global Blue to attract and retain qualified persons to serve on New Global Blue board of directors, board committees or as executive officers. Furthermore, if New Global Blue is unable to satisfy its obligations as a public company, it could be subject to delisting of the New Global Blue Shares, fines, sanctions and other regulatory action and potentially civil litigation.

 

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For so long as Global Blue Currency Choice Italia S.r.l. (“GBCCI”) holds a license from the Bank of Italy, acquiring a direct or indirect substantial stake in New Global Blue’s share capital may require the prior consent of, or post-closing notification to, the Bank of Italy and may be subjected to restrictions and other requirements.

The acquisition, alone or together with others, of a direct or indirect substantial stake (or voting rights) in the share capital of New Global Blue, which indirectly controls GBCCI, which is an Italian payment institution supervised by the Bank of Italy, entailing the power to control or exercise a significant influence on the management of New Global Blue (and, in turn, on the management of GBCCI), may be subject to the prior consent of the Bank of Italy or to prescribed post-closing notification duties of the Bank of Italy. In order to determine whether the acquisition of a substantial stake (or voting rights) in the share capital of New Global Blue triggers the need to obtain the prior consent of the Bank of Italy, the relevant threshold in relation to listed entities is generally 10% of a company’s share capital (or voting rights), although a case-by-case assessment of the shareholders’ structure of New Global Blue at the time of an acquisition would be required as the need to obtain prior Bank of Italy consent may also stem from other factors (e.g., commercial or shareholders’ agreements in place entailing or excluding the ability to influence the management of New Global Blue and/or GBCCI). Non-compliance with the requirement to obtain such a prior consent, or to comply with the applicable post-closing notification duties, would violate articles 19 and 114-undecies of Legislative Decree 1 September 1993, No. 385, as amended, and may lead to administrative sanctions, including but not limited to administrative fines. In addition, failure to obtain such a consent or to comply with the prescribed post-closing notification duties may mean that the voting rights or any other rights attached to the stake (or voting rights) in the share capital of New Global Blue acquired by the acquiring entity of such stake may not be exercised, and may result in the annulment of resolutions that have been passed in general meetings of GBCCI where the required majority would not have been reached without the votes attached to the shareholding held by New Global Blue in GBCCI’s share capital. Furthermore, equity stakes purchased in the absence of the required prior consent of the Bank of Italy must be sold within the deadline established by the Bank of Italy. If prior consent is required, the Bank of Italy will grant the same after having verified that the applicant satisfies its requirements for reputation, professionalism and good standing, in order to ensure the sound and prudent management of GBCCI.

Shareholders will have limited ability to bring an action against New Global Blue or against its directors and officers, or to enforce a judgment against New Global Blue or them, because New Global Blue is incorporated in Switzerland, because New Global Blue conducts a majority of its operations outside of the United States and because a majority of New Global Blue’s directors and officers reside outside the United States.

New Global Blue is incorporated in Switzerland and following the Business Combination, will conduct a majority of its operations through its subsidiary, Global Blue, outside the United States. All of New Global Blue’s assets are located outside the United States. A majority of New Global Blue’s officers and directors reside outside the United States and a substantial portion of the assets of those persons are located outside of the United States. As a result, it could be difficult or impossible for you to bring an action against New Global Blue or against these individuals outside of the United States in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws outside of the United States could render you unable to enforce a judgment against New Global Blue’s assets or the assets of New Global Blue’s directors and officers.

In addition, the articles of association of New Global Blue will provide for arbitration in Zurich, Switzerland for corporate litigation, including, without limitation, legal proceedings between New Global Blue and its directors and its shareholders.

As a result of all of the above, public shareholders might have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.S. company.

 

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Provisions in New Global Blue’s articles of association and Swiss law may limit the availability of attractive takeover proposals.

New Global Blue’s articles of association will contain provisions that may discourage unsolicited takeover proposals that shareholders of New Global Blue may consider to be in their best interests. In particular, New Global Blue’s articles of association will contain a provision which requires approval by the majority of votes present at a special meeting of the Series A Preferred Shares where the holders of the Series A Preferred Shares would receive less than $10 per Series A Preferred Share in connection with a merger or public tender offer when shareholder approval is required as a condition to the offer. Other provisions in New Global Blue’s articles of association and Swiss law will include the requirement for the affirmative vote of holders of at least two-thirds of the represented shares and the absolute majority of the represented nominal value of the shares at a general meeting of shareholders to amend provisions therein that affect certain shareholder rights or New Global Blue’s ability to enter into certain transactions. These provisions could limit the price investors might be willing to pay for New Global Blue’s securities.

Certain protections of Swiss law that apply to Swiss domestic listed companies will not apply to New Global Blue.

Due to New Global Blue’s cross-border structure, certain protections of Swiss law that apply to Swiss domestic listed companies will not apply to New Global Blue. In particular, the rules of the Swiss Financial Infrastructure Act on disclosure of shareholdings and tender offer rules, including mandatory tender offer requirements and regulations of voluntary tender offers, which typically apply in relation to Swiss companies listed in Switzerland, will not apply to New Global Blue as it will not be listed in Switzerland.

The NYSE may not continue to list New Global Blue’s securities on its exchange, which could limit the ability of investors in Global Blue to make transactions in New Global Blue’s securities and subject New Global Blue to additional trading restrictions.

New Global Blue intends to apply to have its securities listed on the NYSE upon the consummation of the Business Combination. New Global Blue will be required to meet the NYSE’s initial listing requirements to be listed.

If New Global Blue fails to continue to meet the listing requirements of the NYSE, New Global Blue could face significant material adverse consequences, including:

 

   

limited availability of market quotations for its securities;

 

   

limited amount of news and analyst coverage for New Global Blue; and

 

   

decreased ability to issue additional securities or obtain additional financing in the future.

As a “foreign private issuer” under the rules and regulations of the SEC, New Global Blue is permitted to, and may, file less or different information with the SEC than a company incorporated in the United States or otherwise not filing as a “foreign private issuer”, and will follow certain home country corporate governance practices in lieu of certain NYSE requirements applicable to U.S. issuers.

New Global Blue is, and will after the consummation of the Business Combination be, considered a “foreign private issuer” under the Exchange Act and is therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, New Global Blue is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act. New Global Blue currently prepares its financial statements in accordance with IFRS. New Global Blue will not be required to file financial statements prepared in accordance with or reconciled to U.S. GAAP so long as its financial statements are prepared in accordance with IFRS as issued by the International Accounting Standards Board. New Global Blue is not required to comply with Regulation FD,

 

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which imposes restrictions on the selective disclosure of material information to shareholders. In addition, New Global Blue’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of New Global Blue’s securities. Accordingly, after the Business Combination, if you continue to hold New Global Blue’s securities, you may receive less or different information about New Global Blue than you currently receive about FPAC or that you would receive about a U.S. domestic public company.

In addition, as a “foreign private issuer” whose New Global Blue Shares will be listed on the NYSE, New Global Blue is permitted to follow certain home country corporate governance practices in lieu of certain NYSE requirements. A foreign private issuer must disclose in its annual reports filed with the SEC each NYSE requirement with which it does not comply, followed by a description of its applicable home country practice. New Global Blue currently intends to follow the corporate governance requirements of the NYSE. However, New Global Blue cannot make any assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available NYSE exemptions that would allow New Global Blue to follow its home country practice. Unlike the requirements of the NYSE, there are currently no mandatory corporate governance requirements in Switzerland that would require New Global Blue to (i) have a majority of its board of directors be independent, (ii) establish a nominating/governance committee, or (iii) hold regular executive sessions where only independent directors may be present. Such Swiss home country practices may afford less protection to holders of New Global Blue Shares.

New Global Blue could lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of New Global Blue’s outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of New Global Blue’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of New Global Blue’s assets are located in the United States; or (iii) New Global Blue’s business is administered principally in the United States. If New Global Blue loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, New Global Blue would likely incur substantial costs in fulfilling these additional regulatory requirements and members of New Global Blue’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

New Global Blue may not be able to make dividend distributions or repurchase shares without subjecting shareholders to Swiss withholding tax.

New Global Blue may not be successful in its efforts to make distributions, if any, on a withholding tax-free basis. Distributions made by New Global Blue will generally be subject to a Swiss federal withholding tax at a rate of 35%, except if made out of confirmed capital contribution reserves. However, New Global Blue may be unable to obtain the confirmation by the Swiss tax authorities of the capital contribution reserves in the desired amount. Further, New Global Blue may be unable to make distributions out of confirmed capital contribution reserves for other reasons, such as in case capital contribution reserves were depleted in the context of the redemption of Series A Preference Shares or as a result of other distributions. The withholding tax must be withheld from the gross distribution and paid to the Swiss Federal Tax Administration. A U.S. holder that qualifies for benefits under the Convention between the United States of America and the Swiss Confederation for the Avoidance of Double Taxation with Respect to Taxes on Income, which we refer to as the “U.S.-Swiss Treaty,” may apply for a refund of the tax withheld in excess of the 15% treaty rate (or in excess of the 5% reduced treaty rate for qualifying corporate shareholders holding at least 10% of the voting stock of New Global Blue, or for a full refund in the case of qualified pension funds). Payment of a capital distribution in the form of a par value reduction is not subject to Swiss withholding tax. If New Global Blue is unable pay a dividend out of qualifying additional paid-in capital, New Global Blue may not be able to make distributions without subjecting you to Swiss withholding taxes.

 

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Under present Swiss tax law, repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to 35% Swiss withholding tax on the difference between the par value and the repurchase price. Accordingly, New Global Blue may not be able to repurchase shares for the purposes of capital reduction without subjecting you to Swiss withholding taxes. See “The Business Combination Proposal—Material Swiss Tax Consequences.”

Shareholder rights will change as a result of the Business Combination

Because of differences between Swiss law and Delaware law and differences between the governing documents of New Global Blue and FPAC, the rights of shareholders in New Global Blue will be different from the rights of those same shareholders in FPAC if the Business Combination is completed. For example, following the Business Combination, the shareholders of New Global Blue will have the right, subject to statutory limitations, to declare dividends without the approval of the board of directors of New Global Blue, whereas prior to the Business Combination only the board of directors of FPAC has the right, subject to statutory limitations, to declare and pay dividends. As another example, under Swiss law, members of the board of directors of New Global Blue may be removed with or without cause by the shareholders of New Global Blue at a general meeting of the shareholders. In contrast, FPAC’s shareholders may only remove a director for cause. For a description of these and other differences, see “Description of New Global Blue Securities—Comparison of Corporate Governance and Shareholder Rights.

As a result of increased shareholder approval powers, New Global Blue will have less flexibility than FPAC with respect to certain aspects of capital management.

Under Delaware Law, FPAC’s directors may issue, without shareholder approval, any common shares authorized in FPAC’s amended and restated certificate of incorporation that are not issued or reserved. Delaware law also provides the board of directors with substantial flexibility in establishing the terms of preferred shares and to repurchase its own shares. In addition, FPAC’s board of directors has the right, subject to statutory limitations, to declare and pay dividends on FPAC Common Stock without a shareholder vote. Swiss law affords shareholders more powers and allows New Global Blue’s shareholders to authorize share capital that can be issued by the board of directors without shareholder approval, but this authorization is limited to 50% of the existing registered share and participation capital and must be renewed by the shareholders every two years. Additionally, subject to specified exceptions described in New Global Blue’s articles of association, Swiss law grants preemptive rights to existing shareholders to subscribe for new issuances of shares and other securities. Under Swiss law, the shareholders must approve dividends, and New Global Blue may, in general, only acquire its own shares up to 10% of its share capital and to the extent there is freely available equity. Swiss law also does not provide as much flexibility in the various terms that can attach to different classes of shares.

Risks Relating to Redemptions of Public Shares

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to redeem or sell your Public Shares or Warrants, potentially at a loss.

Public Stockholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) FPAC’s completion of the Business Combination, and then only in connection with those shares of FPAC Common Stock that such stockholder properly elected to redeem, subject to the limitations described herein, and (ii) the redemption of FPAC’s Public Shares if FPAC is unable to complete a business combination by September 14, 2020, subject to applicable law and as further described herein. In addition, if FPAC plans to redeem its Public Shares because FPAC is unable to complete a business combination by September 14, 2020, for any reason, compliance with Delaware law may require that FPAC submit a plan of dissolution to FPAC’s then-existing stockholders for approval prior to the distribution of the proceeds held in FPAC’s Trust Account. In that case, Public Stockholders may be forced to wait beyond September 14, 2020, before they receive funds from

 

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the Trust Account. In no other circumstances will Public Stockholders have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Warrants, potentially at a loss.

If FPAC Public Stockholders fail to properly demand redemption of their shares, they will not be entitled to convert their shares of FPAC Common Stock into a pro rata portion of the Trust Account.

FPAC stockholders holding Public Shares may demand that FPAC convert their Public Shares into a pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. FPAC stockholders who seek to exercise this redemption right must submit a proxy indicating a vote on the Business Combination Proposal and deliver their Public Shares (either physically or electronically) to FPAC’s transfer agent prior to the vote at the Special Meeting. Any FPAC stockholder who fails to properly demand redemption of such stockholder’s Public Shares will not be entitled to convert his or her Public Shares into a pro rata portion of the Trust Account. See the section entitled “Special Meeting of FPAC Stockholders—Redemption Rights” for the procedures to be followed if you wish to convert your shares to cash.

 

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FORWARD-LOOKING STATEMENTS

Some of the information in this proxy statement/prospectus constitutes forward-looking statements, including with respect to FPAC’s and Global Blue’s forecast for the financial years ending March 31, 2020 and 2021 and medium-term objectives described under “The Business Combination Proposal—Certain Projected Financial Information.” You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

 

   

discuss future expectations;

 

   

contain projections of future results of operations or financial condition; or

 

   

state other “forward-looking” information.

FPAC and Global Blue believe it is important to communicate expectations to FPAC’s security holders. However, there may be events in the future that FPAC and Global Blue are not able to predict accurately or over which they have no control. The risk factors and cautionary language discussed in this proxy statement/prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by FPAC or Global Blue in such forward-looking statements, including among other things:

 

   

currency exchange rate risk;

 

   

dependence on international travel;

 

   

the impact of the coronavirus outbreak on international travel or similar health-related travel disruptions;

 

   

dependence on overall level of consumer spending;

 

   

decrease in VAT rates or changes in VAT or VAT refund policies;

 

   

adverse changes to our regulatory environment;

 

   

adaptation and enhancement of our existing technology offerings;

 

   

loss of merchant accounts to our competitors due to the competitive market;

 

   

increased disintermediation of TFS processes;

 

   

price harmonization between destination markets and home markets;

 

   

integrity of Global Blue’s internal controls and procedures;

 

   

incremental costs associated with having securities listed on the NYSE;

 

   

complex taxation;

 

   

adverse competition law rulings;

 

   

dependence on airport concessions and agreements with agents;

 

   

risks associated with operating in emerging markets;

 

   

risks associated with strategic arrangements or joint ventures;

 

   

loss through physical disaster, data security breach, computer malfunction or sabotage;

 

   

reliance on relationships with Acquirers and involvement of card schemes;

 

   

counterparty risk and credit risk;

 

   

losses from fraud, theft and employee error;

 

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inability to attract, integrate, manage and retain qualified personnel;

 

   

stringent data protection and privacy laws;

 

   

AML, sanctions and anti-bribery laws and regulation;

 

   

risks relating to intellectual property;

 

   

litigation, investigations or tax matters involving us;

 

   

the number and percentage of Public Stockholders voting against the Business Combination Proposal and/or seeking redemption;

 

   

the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

 

   

New Global Blue’s ability to maintain the listing of its securities on the NYSE following the Business Combination; and

 

   

the result of future financing efforts.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus.

All forward-looking statements included herein attributable to any of FPAC, New Global Blue, Global Blue or any person acting on such party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, FPAC, New Global Blue and Global Blue undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

Before a stockholder grants its proxy, instructs how its vote should be cast or votes on the Business Combination Proposal or the Adjournment Proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect FPAC, New Global Blue and/or Global Blue.

 

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SPECIAL MEETING OF FPAC STOCKHOLDERS

General

FPAC is furnishing this proxy statement/prospectus to FPAC’s stockholders as part of the solicitation of proxies by FPAC’s board of directors for use at the Special Meeting of FPAC stockholders to be held on                     , 2020, and at any adjournment or postponement thereof. This proxy statement/prospectus provides FPAC’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting of stockholders will be held on                     , 2020 at                     , eastern time, at the offices of Morgan, Lewis & Bockius LLP, FPAC’s counsel, at 101 Park Avenue, New York, New York 10178.

Purpose of FPAC Special Meeting

At the Special Meeting, FPAC is asking holders of FPAC Common Stock to:

 

   

consider and vote upon the Business Combination Proposal; or

 

   

consider and vote upon the Adjournment Proposal.

Recommendation of FPAC Board of Directors

FPAC’s board of directors has unanimously determined that the Business Combination Proposal is fair to and in the best interests of FPAC and its stockholders; has unanimously approved the Business Combination Proposal; unanimously recommends that stockholders vote “FOR” the Business Combination Proposal; and unanimously recommends that stockholders vote “FOR” the Adjournment Proposal if it is presented to the meeting.

Record Date; Outstanding Shares; Stockholders Entitled to Vote

FPAC has fixed the close of business on                     , 2020, as the “record date” for determining FPAC stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on the record date, there were 79,062,500 shares of FPAC Common Stock outstanding and entitled to vote. Each share of FPAC Common Stock is entitled to one vote per share at the Special Meeting.

Quorum

The presence, in person or by proxy, of a majority of all the outstanding shares of FPAC Common Stock entitled to vote constitutes a quorum at the Special Meeting.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” will be treated as shares present for purposes of determining the presence of a quorum on all matters. Proxies relating to “street name” shares that are returned to FPAC but marked by brokers as “not voted” will be treated as shares not present for purposes of determining the presence of a quorum. If a stockholder does not give the broker voting instructions, under NYSE rules, its broker may not vote its shares on “non-routine” proposals, such as the Business Combination Proposal and the Adjournment Proposal.

Vote Required

The approval of the Business Combination Proposal will require the affirmative vote by the holders of a majority of the outstanding shares of FPAC Common Stock. The approval of the Adjournment Proposal if presented will

 

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require the affirmative vote of a majority of the votes cast by holders of FPAC Common Stock present and entitled to vote at the meeting. Abstentions and Broker Non-Votes will have the same effect as votes “AGAINST” the Business Combination Proposal, and will have no effect on the Adjournment Proposal.

Voting Your Shares

Each share of FPAC Common Stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of FPAC Common Stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of FPAC Common Stock at the Special Meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by FPAC’s board “FOR” the Business Combination Proposal and the Adjournment Proposal, if presented. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

You Can Attend the Special Meeting and Vote in Person. You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a legal proxy from the broker, bank or other nominee. That is the only way FPAC can be sure that the broker, bank or nominee has not already voted your shares.

Certain Voting Arrangements

As of                     , 2020, the record date for the Special Meeting, the Founder beneficially owned and was entitled to vote 15,692,500 shares of FPAC Common Stock, FPAC’S officers and directors beneficially owned and were entitled to vote 120,000 shares of FPAC Common Stock, David W. Bonanno beneficially owned and was entitled to vote 65,700 shares of FPAC Common Stock and Third Point beneficially owned and was entitled to vote an additional 4,000,000 shares of FPAC Common Stock. In the aggregate, the foregoing shares represent approximately 25% of the issued and outstanding shares of FPAC Common Stock. Each of the foregoing have committed to FPAC to vote such shares in favor of the Business Combination Proposal. In addition, the Founder and Third Point have entered into the Voting and Support Agreement whereby they have agreed with the Seller Parties to similarly vote their shares in favor of, and take certain other actions in support of, the Business Combination (including causing such shares to be present at the Special Meeting for the purposes of establishing a quorum).

Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

 

   

you may send another proxy card with a later date;

 

   

you may notify FPAC’s secretary, in writing, before the Special Meeting that you have revoked your proxy; or

 

   

you may attend the Special Meeting, revoke your proxy, and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of FPAC Common Stock, you may call             , FPAC’s proxy solicitor, at                    .

 

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Redemption Rights

Holders of Public Shares may seek to have their shares redeemed for cash, regardless of whether they vote for or against the Business Combination Proposal. Any stockholder holding Public Shares as of the record date may demand that FPAC redeem such shares into a full pro rata portion of the Trust Account (which was $         per share as of                     , 2020, the record date), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a holder properly seeks redemption as described in this section and the Business Combination is consummated, FPAC will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares. A holder of Public Shares, together with any affiliate of such holder and any person with whom such holder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act) may not seek to have more than 15% of the aggregate Public Shares redeemed without the consent of FPAC.

The Founder and FPAC’s officers and directors will not have redemption rights with respect to any shares of FPAC Common Stock owned by them, directly or indirectly.

FPAC stockholders who seek to have their Public Shares redeemed are required to vote for or against the Business Combination Proposal in order to exercise their redemption rights. In addition to voting on the Business Combination Proposal, holders demanding redemption are also required to (A) check the applicable box on their proxy card, to indicate their vote (B) submit their redemption request in writing to Continental Stock Transfer & Trust Company, FPAC’s transfer agent and (C) deliver their stock, either physically or electronically using DTC’s DWAC System, to FPAC’s transfer agent no later than 5:00 pm eastern time on             , 2020 (two (2) business days prior to the Special Meeting). If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be converted into cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting stockholder. In the event the proposed Business Combination is not consummated this may result in an additional cost to stockholders for the return of their shares.

Any request to have Public Shares redeemed, once made, may be withdrawn at any time up to the vote on the Business Combination Proposal, but only with the consent of FPAC. If a holder of Public Shares delivers Public Shares for redemption and later decides prior to the Special Meeting not to elect redemption, such holder may request that FPAC consent to the return of such shares to such holder. Such a request must be made by contacting Continental Stock Transfer & Trust Company, FPAC’s transfer agent, at the phone number or address set out elsewhere in this proxy statement/prospectus.

If the Business Combination is not approved or completed for any reason, then Public Stockholders who elected to exercise their redemption rights will not be entitled to have their shares redeemed for a full pro rata portion of the Trust Account. FPAC will thereafter promptly return any shares delivered by Public Stockholders. In such case, Public Stockholders may only share in the assets of the Trust Account upon the liquidation of FPAC. This may result in Public Stockholders receiving less than they would have received if the Business Combination was completed and they had exercised redemption rights in connection therewith due to potential claims of creditors.

The closing price of FPAC Class A Common Stock on the record date was $        . The cash held in the Trust Account on such date was approximately $         million (approximately $        per public share). Prior to exercising redemption rights, Public Stockholders should verify the market price of FPAC Class A Common Stock as they may receive higher proceeds from the sale of their shares of FPAC Class A Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. FPAC cannot assure its stockholders that they will be able to sell their shares of FPAC Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

 

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Appraisal Rights

None of the stockholders, unit holders or warrant holders of FPAC have appraisal rights in connection the Business Combination under the DGCL.

Proxy Solicitation Costs

FPAC is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. FPAC and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. FPAC will bear the cost of the solicitation.

FPAC has hired          to assist in the proxy solicitation process.

FPAC will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. FPAC will reimburse them for their reasonable expenses.

 

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THE BUSINESS COMBINATION PROPOSAL

General

Holders of FPAC Common Stock are being asked to adopt the Merger Agreement and approve the transactions contemplated thereby, including the Business Combination. FPAC stockholders should read carefully this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. Please see the section entitled “—The Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement. You are urged to read carefully the Merger Agreement in its entirety before voting on this proposal.

FPAC may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of FPAC Common Stock as of the record date for the Special Meeting.

The Merger Agreement

The subsections that follow this subsection describe the material provisions of the Merger Agreement, but do not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A hereto. Public Stockholders and other interested parties are urged to read the Merger Agreement carefully and in its entirety (and, if appropriate, with the advice of financial and legal counsel) because it is the primary legal document that governs the Business Combination.

The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Merger Agreement or other specific dates, which may be updated prior to the closing of the Business Combination. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The representations, warranties and covenants in the Merger Agreement are also modified in important part by the disclosure schedules referred to therein which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to stockholders. The disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision.

General Description of the Merger Agreement

In accordance with the terms and subject to the conditions of the Merger Agreement, the parties to the Merger Agreement have agreed that, in connection with the Closing, (i) the Seller Parties will undertake a series of transactions pursuant to which they will sell, exchange and contribute the Global Blue Shares for a mix of cash (“Cash Consideration”) and New Global Blue Shares (and if the holders of FPAC Class A Common Stock elect to have more than 5,000,000 shares of such stock redeemed, Series A Preferred Shares) (“Share Consideration”) and (ii) a wholly-owned indirect subsidiary of New Global Blue will merge with and into FPAC, with FPAC being the surviving corporation in the merger and a wholly-owned indirect subsidiary of New Global Blue. The merger described in clause (ii) is referred to as the “Merger” and together with the transactions described in clause (i) is referred to as the “Business Combination.” Certain terms used in this section are defined below.

As part of the transactions described above, in accordance with the Merger Agreement, a newly formed, wholly owned subsidiary of New Global Blue, organized as a Swiss GmbH (“New GmbH”) will acquire all of the outstanding Global Blue Shares, either directly from the Seller Parties, or as a contribution from New Global Blue of Global Blue Shares acquired by it, and Global Blue will become a wholly owned subsidiary of New GmbH.

 

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Pursuant to the Merger each share of FPAC Common Stock issued and outstanding as of immediately prior to the Closing (other than Excluded Shares) will be exchanged for one New Global Blue Share, and each FPAC Warrant will become a New Global Blue Warrant to acquire one New Global Blue Share on the same terms and conditions.

The total consideration (the “Total Consideration”) payable to the Seller Parties in connection with the Business Combination is based upon an enterprise value of Global Blue post-transaction of €2.3 billion, subject to the following adjustments: (a) decreased by the target Adjusted Net Debt of €600 million; (b) decreased by an amount attributable to Global Blue’s overdraft facilities as of the Adjustment Date; (c) decreased by an amount attributable to certain other assets and liabilities as of the Adjustment Date; (d) decreased by an amount attributable to transaction bonuses under certain circumstances (the “Transaction Bonuses Adjustment”); (e) decreased by the Headline Adjustment; (f) increased or decreased to the extent Global Blue’s working capital as of the Adjustment Date is greater than or less than, respectively, negative €33,296,000; (g) if the Closing Date occurs on or after May 1, 2020, increased by an amount equal to €83,333 per day for each day (including the Closing Date) from May 1, 2020 until the Closing; (h) increased by the amount of certain fees and expenses of Global Blue and Globetrotter (the “Paid Fees Adjustment”). The relative portions of the Total Consideration comprised by the Cash Consideration and the Share Consideration will vary depending on certain circumstances described below. In addition, the Cash Consideration and Share Consideration will be subject to customary post-closing adjustments.

The Cash Consideration to be paid to the Seller Parties will be an amount, in the aggregate, equal to: (a) the amount of FPAC Cash; (b) increased by an aggregate amount of $125,000,000 (such amount being expressed in Euros based on the Exchange Rate) pursuant to the Primary PIPE Investment; (c) increased by an aggregate amount of $225,000,000 (such amount being expressed in Euros based on the Exchange Rate) pursuant to the Secondary PIPE Investment; (d) increased by the Paid Fees Adjustment; (e) decreased by the Redemptions Adjustment; (f) decreased by €33 million; and (g) decreased by an amount attributable to the Transaction Bonuses Adjustment.

The Share Consideration to be issued to the Seller Parties will be in the form of New Global Blue Shares and will be determined by dividing (a) the Total Consideration minus the Cash Consideration by (b) the Value Per New Global Blue Share; provided that, in the event the number of Redeemed Shares exceed 5,000,000 shares, a portion of the Share Consideration equal to the value of the Redeemed Shares in excess of 5,000,000 shares, but not more than €200 million, will be in the form of Series A Preferred Shares.

The Merger Agreement provides that immediately prior to the effective time of the Merger, the Founder shall contribute to New Global Blue, in addition to the Surrendered Shares, the Excluded Founder Shares and, in consideration for such contributed Excluded Founder Shares, New Global Blue shall issue to the Founder, and the Founder shall direct New Global Blue to deliver to a nominee to hold on behalf of the Founder, one Contingent Share for each contributed Excluded Founder Share; provided that, (i) if the number of Redeemed Shares exceeds 20,000,000 shares, then the Founder will forfeit the Excluded Founder Shares for no consideration, and (ii) if the number of Redeemed Shares exceeds 5,000,000 shares but is less than or equal 20,000,000 shares, the Founder will forfeit for no consideration a number of Excluded Founder Shares (rounded to the nearest whole number) equal to the product of (i) 2,500,000 multiplied by (ii) (A) the total number of Redeemed Shares minus 5,000,000 divided by (B) 15,000,000. The number of Excluded Founder Shares to be forfeited will correspondingly reduce the maximum number of potential Contingent Shares that may be earned on the First Value Achievement Date and the Second Value Achievement Date, each as defined below.

A nominee agreement to be entered into by and among the GB Shareholders’ Representative, New Global Blue and the Founder shall provide, among other things, that until the First Value Achievement Date and the Second Value Achievement Date with respect to the Contingent Shares released to the Founder on such dates as provided below, the Founder and the nominee shall (i) not vote or transfer any of and (ii) waive any right to dividends with

 

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respect to, in each case, the Contingent Shares. The Founder, with the prior written consent of the GB Shareholders’ Representative, shall instruct the nominee to release the Contingent Shares as follows:

 

   

if, at any time following the Closing, the VWAP of the New Global Blue Shares is greater than or equal to $12.50 for any twenty (20) Trading Days within any thirty (30) Trading Day period (such time when the foregoing is first satisfied, the “First Value Achievement Date”), the nominee shall within fifteen (15) Business Days deliver to the Founder the number of New Global Blue Shares that would have been equivalent in value to 1,250,000 shares of FPAC Common Stock at the time of the Closing; and

 

   

if, at any time following the Closing, the VWAP of New Global Blue Shares is greater than or equal to $15.00 for any twenty (20) Trading Days within any thirty (30) Trading Day period (such time when the foregoing is first satisfied, the “Second Value Achievement Date”), the nominee shall within fifteen (15) Business Days deliver to the Founder the number of New Global Blue Shares that would have been equivalent in value to 1,250,000 shares of FPAC Common Stock at the time of the Closing.

Prior to the Closing, as permitted by the Merger Agreement, Global Blue will distribute a cash dividend to its pre-Business Combination shareholders in an amount such that Adjusted Net Debt as of the Adjustment Date would be €600 million. On a pro forma basis as of September 30, 2019, the amount of such dividend would have been approximately €0.

See “Selected Unaudited Pro Forma Condensed Financial Information” for an illustrative summary of New Global Blue’s pro forma capitalization after giving effect to the Business Combination based on current expectations and certain assumptions.

The following terms used in this description of the Business Combination, have the following meanings:

“Adjustment Date” means March 31, 2020.

“Backstop Subscriber Amount” means an amount equal to the product of (a) the aggregate number of shares of FPAC Common Stock purchased pursuant to the Backstop (if any) and (b) the Value Per New Global Blue Share.

“Exchange Rate” means, for any amounts under the Merger Agreement that need to be converted or expressed as converted from one currency into another currency, the average of the spot exchange rate as at 5:00 pm, New York time, on the five (5) business days ending five (5) business days before the Closing Date, as published by Bloomberg (through its EURUSD CURNCY function), or any other rate as agreed in writing between the GB Shareholders’ Representative and FPAC.

“Excluded Shares” means, without duplications, (a) Shares of FPAC Common Stock (if any), that, at the effective time of the Merger, are held in the treasury of FPAC, (b) the Redeemed Shares, (c) the Surrendered Shares and (d) the Excluded Founder Shares.

“Excluded Founder Shares” means 2,500,000 shares of FPAC Class B Common Stock owned by the Founder, which will be exchanged for Contingent Shares as provided for in the Merger Agreement.

“FPAC Cash” means the amount expressed in Euros equal to the product of (a) the amount on deposit in the Trust Account as of the Closing Date, divided by (b) the Exchange Rate.

“FPAC Interest” means the amount expressed in Euros equal to the product of (a) the amount of interest accrued on the amount on deposit in the Trust Account since the initial public offering of FPAC, multiplied by (b) the Exchange Rate.

“Headline Adjustment” means an amount equal to the sum of (a) the product of (i) the number of shares of FPAC Class B Common Stock of FPAC issued and outstanding as of the Closing Date, excluding the Surrendered Shares and the Excluded Founder Shares, multiplied by (ii) the Value Per New Global Blue Share, plus (b) base transaction expenses, minus (c) FPAC Interest.

 

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“Redeemed Shares” means Public Shares which are redeemed in connection with the Business Combination.

“Redemptions Adjustment” means an amount equal to the aggregate amount of (a) the aggregate amount of cash payable to redeem the Redeemed Shares, plus (b) an amount equal to (i) the Backstop Subscriber Amount if the Backstop Subscriber Amount is less than $100,000,000 (expressed in Euros as the Exchange Rate) or (ii) $100,000,000 (expressed in Euros as the Exchange Rate) if the Backstop Subscriber Amount is equal to or greater than $100,000,000 (expressed in Euros as the Exchange Rate), minus (c) the Backstop Subscriber Amount.

“Transactions” means the transactions contemplated by the Merger Agreement and the PIPE Investment agreements to occur at or immediately prior to the Closing, including the Merger.

“Value Per New Global Blue Share” means $10.00 divided by the Exchange Rate.

Representations and Warranties

The Merger Agreement contains representations and warranties of FPAC, Global Blue, New Global Blue, US Holdco, US Merger Sub and the Seller Parties, made solely for the benefit of (a) in the case of FPAC, Global Blue and the Seller Parties and (b) in the cases of Global Blue, New Global Blue, US Holdco, US Merger Sub and the Seller Parties, FPAC. The representations and warranties are, in certain cases, subject to specified exceptions and materiality, Material Adverse Effect (see “—Material Adverse Effect” below), knowledge and other qualifications contained in the Merger Agreement and may be further modified and limited by the disclosure schedules to the Merger Agreement or information contained in an electronic data room that the parties to the Merger Agreement shared access to (the “data room”) and, in the case of FPAC, by certain information set forth in the documents required to be filed by FPAC with the SEC since FPAC’s incorporation.

In the Merger Agreement, Global Blue made certain customary representations and warranties to FPAC, including among others, representations and warranties related to the following: corporate matters, including organization, existence and standing; subsidiaries; authority and binding effect relative to execution and delivery of the Merger Agreement and other ancillary agreements; no conflict; governmental approvals; capitalization; financial statements; no undisclosed liabilities; litigation and proceedings; compliance with laws; intellectual property; material contracts; employees and labor; pensions; data privacy; taxes; brokers’ and similar fees; insurance; real property; title to and sufficiency of assets; environmental matters; permits and licenses; absence of certain changes; affiliate agreements; information supplied; and no “interested stockholder” status.

In the Merger Agreement, each of New Global Blue, US Holdco and US Merger Sub made certain customary representations and warranties to FPAC, including, among others, representations and warranties related to the following: corporate matters, including organization, existence and standing; authority and binding effect relative to execution and delivery of the Merger Agreement and other ancillary agreements; no conflict; governmental approvals; litigation and proceedings; capitalization; certain business activities; information supplied; brokers’ and similar fees; no “interested stockholder” status; and independent investigation.

In the Merger Agreement, each Seller Party made, on a several and not joint basis, certain customary representations and warranties to FPAC, including, among others, representations and warranties related to the following: corporate matters, including organization, existence and standing; authority (or, in the case of an individual, capacity) and binding effect relative to execution and delivery of the Merger Agreement and other ancillary agreements; no conflict; litigation and proceedings; ownership of and title to Global Blue Shares; brokers’ and similar fees; no “interested stockholder” status; information supplied; and independent investigation.

In the Merger Agreement, FPAC made certain customary representations and warranties to Global Blue and the Seller Parties, including, among others, representations and warranties related to the following: corporate

 

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matters, including organization, existence and good standing; authority and binding effect relative to execution and delivery of the Merger Agreement and other ancillary agreements; board approval and required stockholder vote; no conflict; litigation and proceedings; compliance with laws; employee benefit plans; governmental approvals; financial ability and trust account; taxes; brokers’ and similar fees; SEC filings and financial statements; certain business activities and absence of certain changes; interest in competitors; no undisclosed liabilities; absence of changes; information supplied; independent investigation; capitalization; NYSE stock market quotation; material contracts; property and assets; investment company act; affiliate agreements; forward purchase agreement; and takeover statutes.

Material Adverse Effect

“Material Adverse Effect” as used in the Merger Agreement means any event, change, circumstance or effect that, individually or in the aggregate with all other events, changes, circumstances or effects, has had, or would reasonably be expected to have, a material adverse effect on (a) the assets, business, results of operations or financial condition of Global Blue and its subsidiaries (collectively, the “Group”), taken as a whole; provided, however, that the following (or the effect of any of the following), alone or in combination, shall not be taken into account in determining whether a “Material Adverse Effect” shall have occurred: (i) any change in applicable laws or IFRS or any official interpretation thereof, (ii) any change in currency exchange rates, interest rates or economic, political, business, financial, commodity, currency or market conditions generally, (iii) the announcement or the execution of the Merger Agreement, the pendency or consummation of the Merger or the performance of the Merger Agreement, including the impact thereof on relationships, contractual or otherwise, with customers, vendors, licensors, partners, providers and employees, (iv) any change generally affecting any of the industries or markets in which the Group operates or the economy as a whole, (v) the compliance with the terms of the Refinancing (as defined in the Merger Agreement) or the Merger Agreement or the taking of any action required or contemplated by the Refinancing or the Merger Agreement, any action or failure to act, or other change or event, in each case with the prior written consent of FPAC or at the request of FPAC, (vi) any earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural disaster, pandemic, weather condition, explosion fire, act of God or other force majeure event, (vii) any national or international political or social conditions in countries in which the Group operates or from or to which the Group’s customers travel, including the engagement in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack (including any cyberterrorism), (viii) any conditions affecting the travel or traveller shopping industries generally or in countries in which, or in the proximate geographic region of which, Global Blue or any of its subsidiaries operates or from or to which Global Blue’s or any of its subsidiaries’ customers travel, including labor strikes, civil unrest, hostilities, terrorist attacks, contagious disease outbreaks or other similar events, conditions in the airline industry, reduced access to discount airfares, travel restrictions or any change in currency exchange rates, or (ix) any failure of the Group, taken as a whole, to meet any projections, forecasts or budgets (provided, that the foregoing clause (ix) shall not prevent or otherwise affect a determination that any change or effect underlying such failure to meet projections or forecasts has resulted in, or contributed to, a Material Adverse Effect (to the extent such change or effect is not otherwise excluded from this definition of Material Adverse Effect)), except in the case of foregoing clauses (i), (ii), (iv), (vi), (vii) and (viii) to the extent that such event, change, circumstance or effect has had, or would reasonably be expected to have, a disproportionate impact on the Group, taken as a whole, as compared to other participants in the industries in which the Group conducts business or (b) the ability of Global Blue to consummate the transactions contemplated by the Merger Agreement and the agreements entered into by the PIPE Investors in connection with the transactions to occur at or immediately prior to the Closing (including the Merger).

 

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Covenants

Covenants of Global Blue, Seller Parties, US Holdco, US Merger Sub and New Global Blue

Global Blue, the Seller Parties, US Holdco, US Merger Sub and New Global Blue made certain covenants under the Merger Agreement, including, among others, the following:

 

   

Except as set forth in the disclosure schedules, or as applicable, fairly disclosed in the data room, as expressly contemplated by the Merger Agreement or as consented to by FPAC in writing (not to be unreasonably conditioned, withheld or delayed), from the date of the Merger Agreement until the earlier of (x) the Closing or (y) the termination of the Merger Agreement (the “Interim Period”):

 

   

Global Blue has agreed to, and to cause each other member of the Group to (i) conduct and operate its business in the ordinary course of business consistent with past practice, and use reasonable best efforts to preserve intact the current business organization, material permits and ongoing businesses of the Group, and maintain the existing relations and goodwill of the Group with its customers, suppliers, joint venture partners, distributors and creditors, (ii) use reasonable best efforts to retain the Group’s present officers and other key employees and consultants and (iii) use reasonable best efforts to maintain the material insurance policies of the Group or substitutes therefor; and

 

   

New Global Blue, US Holdco, US Merger Sub and Global Blue have agreed not to, and the Seller Parties have agreed to cause New Global Blue, US Holdco and US Merger Sub not to, and Global Blue has agreed to cause each other member of the Group not to:

 

   

amend the certificate of organization or bylaws (or other comparable governing documents) of any Group member, New Global Blue, US Holdco or US Merger Sub;

 

   

other than in connection with any intra-Group actions, (i) make, declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to any capital stock or other equity interests in any Group member, New Global Blue, US Holdco, US Merger Sub or joint venture partner; (ii) effect any recapitalization, split, combination, reclassification or like change with respect to any capital stock or other equity interests in any Group member, New Global Blue, US Holdco or US Merger Sub; (iii) transfer, issue, sell or dispose of any shares of capital stock or other equity interests in any member of the Group, New Global Blue, US Holdco or US Merger Sub; or (iv) grant options, restricted stock units, performance stock awards, stock appreciation rights, phantom interests, other equity-based awards, Warrants, calls or other rights to purchase or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any shares of the capital stock or other equity interests in any Group member, New Global Blue, US Holdco or US Merger Sub;

 

   

(i) fail to maintain its existence or merge, consolidate, combine or amalgamate with any person, or (ii) purchase or otherwise acquire (whether by merging or consolidating with or purchasing any equity interest in or a substantial portion of the assets of) any business or any corporation, partnership, association or other business organization or division thereof;

 

   

adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization other than as contemplated by the Merger Agreement;

 

   

purchase or otherwise acquire, or lease or license, any assets, properties or business with a value greater than €5,000,000 individually or in the aggregate;

 

   

transfer, sell, lease or license to a third party, abandon, permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to transfer, sell, lease or license to a third party, abandon, permit to lapse or expire, dedicate to public, or otherwise dispose of, any portion of

 

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the property or assets of any member of the Group, other than in the ordinary course of business consistent with past practice;

 

   

make, or enter into any contract (or series of contracts) to make, any capital expenditures or incur, or enter into any contract (or series of contracts) to incur, any commitment or commitments involving any capital expenditures in excess of €5,000,000 in the aggregate, other than in the ordinary course of business consistent with past practice;

 

   

amend, modify or terminate any material contract except in the ordinary course of business consistent with past practice or as specifically contemplated by the Merger Agreement;

 

   

enter into any joint venture with any person;

 

   

(i) amend or modify the terms of Global Blue’s or Global Blue’s subsidiaries’ existing credit facilities, notes and other existing indebtedness or (ii) create, incur or assume any indebtedness of any member of the Group in excess of €5,000,000 (other than borrowings, extensions of credit and other financial accommodations required under Global Blue’s and its subsidiaries’ existing credit facilities, notes and other existing indebtedness);

 

   

make any loans, advances or capital contributions to, or investments in, any other person;

 

   

other than permitted liens or in the ordinary course of business consistent with past practice, grant any lien on any material property or assets (whether tangible or intangible) of any member of the Group;

 

   

assume, guarantee, indemnify, secure or otherwise incur any indebtedness or financial or other obligations of another person that is not a member of the Group;

 

   

commence any legal action where the amount claimed exceeds €2,000,000;

 

   

release, assign, settle or compromise any legal action pending or threatened against any member of the Group or any of their respective directors or officers (or waive any right in relation thereto) other than any such release, assignment, settlement, compromise or waiver that (i) is for an amount that is not in excess of €2,000,000 and (ii) would not prohibit or restrict any member of the Group from operating its business substantially as currently conducted without the imposition of equitable relief on, or the admission of wrongdoing by any member of the Group or any of its officers or directors;

 

   

other than in the ordinary course of business consistent with past practice (i) adopt, enter into, terminate or amend any defined benefit or defined contribution scheme of the Group (“Pension Scheme”), other than as required by applicable law or pursuant to the terms of any Pension Scheme in effect as of the date of the Merger Agreement, (ii) recognize any union or employee representative for purposes of collective bargaining or negotiate or enter into any collective bargaining agreement, works council agreement, labor union contract, trade union agreement or other similar contract with any union, works council, trade union or other labor organization other than as required by applicable law, (iii) waive any restrictive covenant obligation of any director or member of the executive committee of the Group, (iv) pay or agree to pay to any current or former director, officer or employee, consultant, agent or individual service provider, whether past or present, any pension, retirement allowance or other employee benefit not required by any existing Pension Scheme (or any arrangement that would be a Pension Scheme if in effect as of the date of the Merger Agreement), or (v) take any action to accelerate the vesting, funding or payment of any compensation or benefits under any Pension Scheme;

 

   

other than in the ordinary course of business consistent with past practice (i) grant any increase in the compensation, incentives or benefits payable or to become payable to any current or former director, officer, employee or consultant of any member of the Group or

 

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any member of the executive committee of the Group as of the date of the Merger Agreement, other than increases in base compensation of employees in the ordinary course of business consistent with past practice, (ii) enter into any new, or materially amend any existing employment or severance or termination agreement with any current or former director, officer, employee or consultant or member of the executive committee of the Group, (iii) accelerate or commit to accelerate the funding, payment, or vesting of any compensation or benefits to any current or former director, officer, employee or consultant or (iv) hire or otherwise enter into any employment or consulting agreement or arrangement with any person or terminate any current or former director, officer, employee or consultant provider whose base salary would exceed, on an annualized basis, €250,000;

 

   

fail to use reasonable best efforts to maintain with financially responsible insurance companies insurance at least in such amounts and against at least such risk and losses as provided by the Group’s material insurance policies;

 

   

enter into, renew, modify or amend any Company Affiliate Agreement (as defined in the Merger Agreement);

 

   

make any material change in financial accounting methods, principles or practices, except insofar as may have been required by a change in IFRS or applicable law;

 

   

make, revoke or change any material tax election, adopt or change any material tax accounting method or period, enter into any tax sharing or similar agreement (excluding any commercial contract not primarily related to taxes), file any amendment to a material tax return, settle or compromise any examination in respect of a material amount of taxes, or consent to any waiver or extension of the statutory period of limitations applicable to any claim or assessment in respect of a material amount of taxes;

 

   

take any action or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the transactions from qualifying for the Intended Tax Treatment (as defined in the Merger Agreement);

 

   

manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable and the management of inventory) except in the ordinary course of business consistent with past practice; or

 

   

authorize or commit or agree to take any of the foregoing actions.

 

   

Global Blue, the Seller Parties, New Global Blue, US Holdco and US Merger Sub acknowledged that they have read FPAC’s final prospectus, dated June 11, 2018, and understand that FPAC has established the Trust Account for the benefit of FPAC’s Public Stockholders and that FPAC may disburse monies from the Trust Account only (a) to the redeeming Public Stockholders in the amounts required for the redemptions, (b) to FPAC after, or concurrently with, the consummation of any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination involving FPAC and one or more businesses and (c) in amounts not greater than the interest earned on funds in the Trust Account, to FPAC for certain tax obligations. Global Blue, the Seller Parties, New Global Blue, US Holdco and US Merger Sub, for each of themselves and their respective affiliates, have agreed to waive all rights, title, interest or claim of any kind to collect from the Trust Account any monies that may be owed to them by FPAC for any reason whatsoever, including for a breach of the Merger Agreement by FPAC or any negotiations, agreements or understandings with FPAC (whether in the past, present or future), and will not seek recourse against the trust account at any time for any reason whatsoever, in each case except as expressly contemplated by the Merger Agreement. Such waiver will survive the termination of the Merger Agreement for any reason.

 

   

Global Blue will use reasonable best efforts to provide to FPAC, as soon as reasonably practicable, audited financial statements (audited to the standards of the U.S. Public Company Accounting

 

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Oversight Board), including consolidated balance sheets, statements of operations, statements of cash flows, and statements of stockholders equity of Global Blue and its subsidiaries as of and for the years ended March 31, 2017, March 31, 2018 and March 31, 2019, in each case, prepared in accordance with IFRS (and not materially different than IFRS) (the “PCAOB Financial Statements”).

 

   

New Global Blue will apply for, and shall use reasonable best efforts to cause the New Global Blue Shares and Warrants to be issued in connection with the transactions to be approved for, listing on the NYSE as of the Closing Date.

 

   

Prior to the Closing Date, New Global Blue may, with the prior written consent of FPAC and Globetrotter, cause to be adopted a management incentive equity plan.

 

   

The Seller Parties and Global Blue will exercise their reasonable best efforts to effect the Management Rollup on or prior to the Closing.

Covenants of FPAC

FPAC made certain covenants under the Merger Agreement, including, among others, the following:

 

   

During the Interim Period:

 

   

FPAC has agreed to, and to cause its subsidiaries to, conduct and operate its business in the ordinary course of business consistent with past practice; and

 

   

except as set forth in the disclosure schedules, as expressly contemplated by the Merger Agreement or as consented to by the GB Shareholders’ Representative in writing (not to be unreasonably conditioned, withheld or delayed), FPAC has agreed not to, and to not permit any of its subsidiaries to:

 

   

change, modify or amend the Investment Management Trust Agreement, dated as of June 11, 2018, by and between FPAC and Continental Stock Transfer & Trust Company, as trustee (the “Trust Agreement”), FPAC’s bylaws or the Certificate of Incorporation (FPAC’s bylaws and the Certificate of Incorporation, together, “FPAC’s Organizational Documents”);

 

   

(A) make, declare, set aside or pay any dividends on, or make any other distribution (whether in cash, stock or property) in respect of any of its outstanding capital stock or other equity interests; (B) split, combine, reclassify or otherwise change any of its capital stock or other equity interests other than as required pursuant to the Founder Shares Surrender Agreement; or (C) other than the redemption of any shares of FPAC Common Stock required by the Offer (as defined in the Merger Agreement) or as otherwise required by FPAC’s Organizational Documents in order to consummate the transactions contemplated by the Merger Agreement, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock of, or other equity interests in, FPAC;

 

   

other than permitted liens, grant any liens on any material property or assets (whether tangible or intangible) of FPAC and its subsidiaries;

 

   

enter into any partnership or joint venture with a third party;

 

   

except as contemplated by the Merger Agreement or the Transaction Documents (as defined in the Merger Agreement), enter into any transactions with any of its affiliates;

 

   

adopt or effect a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of FPAC or its subsidiaries (other than the Transactions as defined and contemplated in the Merger Agreement);

 

   

acquire or dispose of any material assets, properties or business of any person except in the ordinary course of business consistent with past practice;

 

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except in the ordinary course of FPAC’s operations consistent with past practices or as or as specifically contemplated by the Merger Agreement, enter into, or amend or modify any material term of (in a manner adverse to FPAC or any of its subsidiaries (including Global Blue and its subsidiaries)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, certain material contracts (regardless of whether such material contract is in existence on the date of the Merger Agreement);

 

   

(A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any capital stock of, or other equity interests in, FPAC or any of its subsidiaries or any securities convertible into, or any rights, Warrants or options to acquire, any such capital stock or equity interests, other than (i) in connection with the exercise of any FPAC Warrants (as defined in the Merger Agreement) outstanding on the date of the Merger Agreement or (ii) the transactions contemplated by the Merger Agreement (including the transactions contemplated by the Forward Purchase Agreement, the share purchase and contribution agreements with the Affiliated Secondary PIPE Investors and the Founder Shares Surrender Agreement); or (B) amend, modify or waive any of the terms or rights set forth in, any FPAC Warrant or the Warrant Agreement, including any amendment, modification or reduction of the warrant price set forth therein;

 

   

make any capital expenditures;

 

   

make any loans, advances or capital contributions to, or investments in, any other person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such persons, or enter into or agree to any guarantee, indemnity or other agreement to secure, or otherwise incur financial or other obligations with respect to, an obligation of any other person;

 

   

commence any action or compromise or settle any action or waive a right in relation to any action;

 

   

(A) adopt or amend any FPAC Benefit Plan (as defined in the Merger Agreement), or enter into any employment contract or collective bargaining agreement; (B) pay any special bonus or special remuneration (including severance or termination payments or benefits) to any director or employee, or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or consultants; or (C) hire any employee of FPAC or its subsidiaries or any other individual who is providing or will provide services to FPAC or its subsidiaries;

 

   

incur, create, assume, refinance, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any funded indebtedness;

 

   

other than as set forth in the disclosure schedules, enter into, renew or amend in any material respect, any FPAC Affiliate Agreement (as defined in the Merger Agreement) (or any contract, that if existing on the date of the Merger agreement, would constitute a FPAC Affiliate Agreement);

 

   

make any change in financial accounting methods, principles or practices, except insofar as may have been required by a change in U.S. GAAP, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable law;

 

   

voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to FPAC and its subsidiaries and their assets and properties;

 

   

make, revoke or change any material tax election, adopt or change any material tax accounting method or period, enter into any tax sharing or similar agreement (excluding any

 

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commercial contract not primarily related to taxes), file any amendment to a material tax return, settle or compromise any examination in respect of taxes, or consent to any waiver or extension of the statutory period of limitations applicable to any claim or assessment in respect of taxes;

 

   

take any action or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment; or

 

   

authorize, or commit or agree to take, any of the foregoing actions.

 

   

Prior to or at the Closing (subject to the satisfaction or waiver of the Closing conditions set forth in the Merger Agreement) FPAC will make appropriate arrangements to cause the funds in the Trust Account to be disbursed in accordance with the Trust Agreement.

 

   

Prior to the Closing, FPAC will take all actions necessary to ensure that the Redemption Limitation (as defined in the Merger Agreement) is not exceeded.

 

   

From the date of the Merger Agreement through the Closing, FPAC will (i) use reasonable best efforts to ensure FPAC remains listed as a public company on, and for shares of FPAC Common Stock to be listed on, the NYSE and (ii) keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable securities laws.

 

   

Effective at the Closing, FPAC shall terminate the Registration Rights Agreement dated as of June 11, 2018 by and among FPAC, the Founder and the other parties thereto.

Joint Covenants

The Merger Agreement also contains certain other covenants and agreements made among the various parties, including, among others, that each of Global Blue, FPAC and the Founder will exercise reasonable best efforts to obtain any required consents or approvals pursuant to any applicable antitrust laws, including any filing or notice required under the Australian Foreign Acquisitions Takeover Act of 1975, as amended.

The Merger Agreement also contains additional other customary covenants and agreements among the various parties pertaining to, among other matters:

 

   

access to information, properties and personnel;

 

   

filing and similar fees payable to governmental authorities;

 

   

the preparation, filing and distribution of this Form F-4 and the proxy/statement prospectus included herein (and any amendments and supplements);

 

   

the Special Meeting and approval of the Business Combination Proposal and the Adjournment Proposal by FPAC’s stockholders, including (a) the ability of FPAC’s board to change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify its recommendation (a “Change in Recommendation”) that FPAC’s stockholders approve the proposals if it determines in good faith, after consultation with its outside legal counsel and/or financial advisors, that a failure to make a Change in Recommendation would reasonably be expected to constitute a breach by the FPAC board of its fiduciary obligations to FPAC’s stockholders under applicable law and (b) FPAC’s ability to, subject to certain limitations, make one or more successive postponements or adjournments of the Special Meeting if, on a date for which the Special Meeting is scheduled, FPAC has not received proxies representing a sufficient number of shares of FPAC common stock to obtain the requisite approval of its stockholders (provided that the Special Meeting (i) is not postponed or adjourned to a date that is more than 45 days after the date for which the Special Meeting was originally scheduled (excluding any adjournments or postponements required by applicable law) and (ii) is held no later than three business days prior to the Termination Date, as defined below);

 

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exclusivity with respect to the transactions contemplated by the Merger Agreement and matters relating to alternative transactions;

 

   

tax matters, including with respect to the Intended Tax Treatment and Intended Swiss Tax Treatment (each as defined in the Merger Agreement);

 

   

confidentiality and public announcements and other communications regarding the Merger Agreement and the transactions and other documents contemplated thereby and related matters;

 

   

termination or assumption of certain agreements;

 

   

representation and warranty insurance and related matters;

 

   

director and officer indemnification;

 

   

post-Closing board composition; and

 

   

financing arrangements and availability of funds.

Conditions to Closing

The obligations of the parties to consummate the Transactions are subject to the satisfaction of the following mutual conditions (in each case, unless waived in writing by all parties):

 

   

receipt, termination or expiration of, as the case may be, all waiting periods or approvals under applicable antitrust laws that are required to be received, terminated or expired prior to the Closing;

 

   

the absence of any law or order enjoining or prohibiting the consummation of the Transactions;

 

   

the amendment and restatement of the articles of association of New Global Blue;

 

   

the effectiveness of the Form F-4 and the absence of any issued or pending stop order by the SEC;

 

   

receipt of approval for the New Global Blue Shares to be listed on the NYSE, subject only to official notice of issuance;

 

   

approval of the Business Combination Proposal by FPAC stockholders;

 

   

receipt of the proceeds of loans under the financing arrangements in amount which, together with other funds available to Global Blue and other members of the Group for the purpose, is sufficient to repay all amounts due under the Group’s existing credit facility; and

 

   

the election to the board of directors of New Global Blue of each individual specified in the disclosure schedules (unless such individual is unwilling or unable to serve).

Unless waived by the GB Shareholders’ Representative in writing, the obligations of Global Blue, the Seller Parties, New Global Blue, US Holdco and US Merger Sub to consummate, or cause to be consummated, the Transactions are also subject to the satisfaction of each the following conditions:

 

   

the representations and warranties of FPAC pertaining to corporate organization and due authorization being true and correct (without giving effect to any materiality or similar limitation set forth therein) in all material respects as of the Closing Date or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date;

 

   

the representations and warranties of FPAC pertaining to capitalization and absence of changes being true and correct in all respects, as of the Closing Date;

 

   

all other representations and warranties made by FPAC being true and correct (without giving effect to any materiality or similar limitation set forth therein) as of the Closing Date or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date, except to the

 

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extent that the failure of any such representations and warranties to be true and correct, individually or in the aggregate, has not had a material adverse effect;

 

   

each of the covenants of FPAC to be performed or complied with as of or prior to the Closing having been performed or complied with in all material respects;

 

   

delivery by FPAC to Global Blue of a certificate signed by an officer of FPAC, dated as of the Closing Date, certifying that certain conditions have been fulfilled;

 

   

delivery by FPAC to Global Blue on or before the Closing Date of a duly executed statement dated as of the Closing Date that certifies, in accordance with Treasury regulations Section 1.1445-2(c)(3) and Section 1.897-2(h), that FPAC Common Stock is not a United States real property interest within the meaning of Section 897(c) of the Code; and

 

   

the PIPE Investment Amount (as defined in the Merger Agreement) being available at the Closing.

Unless waived by FPAC in writing, the obligations of FPAC to consummate, or cause to be consummated, the Transactions are also subject to the satisfaction of each of the following conditions:

 

   

the representations and warranties of (a) Global Blue pertaining to corporate organization and due authorization, (b) New Global Blue, US Holdco and US Merger Sub pertaining to organization and power and due authorization and (c) the Seller Parties pertaining to organization and power and due authorization being true and correct (without giving effect to any materiality or similar limitation set forth therein) in all material respects as of the Closing Date or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date;

 

   

the representations and warranties of (a) Global Blue pertaining to capitalization and absence of changes, (b) New Global Blue, US Holdco and US Merger Sub pertaining to capitalization and (c) the Seller Parties pertaining to shares being true and correct in all respects, as of the Closing Date;

 

   

certain representations and warranties of Global Blue pertaining to capitalization being true and correct other than de minimis inaccuracies as of the Closing Date;

 

   

all other representations and warranties made by Global Blue, New Global Blue, US Holdco, US Merger Sub and the Seller Parties being true and correct (without giving effect to any materiality or similar limitation set forth therein) as of the Closing Date, or, to the extent such representations and warranties expressly relate to an earlier date, as of such earlier date, except to the extent that the failure of any such representations and warranties to be true and correct, individually or in the aggregate, has not had a material adverse effect;

 

   

each of the covenants of the Seller Parties, Global Blue, New Global Blue, US Holdco and US Merger Sub to be performed or complied with as of or prior to the Closing having been performed or complied with in all material respects;

 

   

that subsequent to the execution of the Merger Agreement and prior to the Closing, no material adverse effect will have occurred; and

 

   

delivery by Global Blue to FPAC of a certificate signed by an officer of Global Blue, dated as of the Closing Date, certifying that certain conditions have been fulfilled.

Termination

The Merger Agreement may be terminated and the transactions contemplated thereby abandoned under certain customary and limited circumstances, notwithstanding approval of the Merger Agreement by the stockholders of FPAC or US Merger Sub, as follows:

 

   

by mutual written consent of FPAC and the GB Shareholders’ Representative;

 

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prior to the Closing, by written notice to the GB Shareholders’ Representative from FPAC if (a) there is any breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement on the part of Global Blue, the Seller Parties, New Global Blue, US Holdco or US Merger Sub such that the conditions to FPAC’s obligations to consummate the Transactions would not be satisfied at the Closing and such breach cannot be or has not been cured within 30 days following delivery by FPAC of written notice to the GB Shareholders’ Representative of such breach (or such shorter period of time that remains between the date that FPAC provides such notice and the Termination Date) or (b) the Closing has not occurred on or prior to August 31, 2020 (or such later date as FPAC and the GB Shareholders’ Representative may agree in writing) (in either case, the “Termination Date”); provided, that FPAC shall not be entitled to so terminate if, at the time of such termination, FPAC is in breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement in a manner such that the conditions to Closing would not have been satisfied;

 

   

prior to the Closing, by written notice to FPAC from the GB Shareholders’ Representative if (a) there is any breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement on the part of FPAC such that the conditions to Global Blue’s, the Seller Parties’, New Global Blue’s, US Holdco’s and US Merger Sub’s obligations to consummate the Transactions would not be satisfied at the Closing and such breach cannot be or has not been cured within 30 days following delivery by the GB Shareholders’ Representative of written notice to FPAC of such breach (or such shorter period of time that remains between the date that the GB Shareholders’ Representative provides such notice and the Termination Date) or (b) the Closing has not occurred on or prior to the Termination Date; provided, that the GB Shareholders’ Representative shall not be entitled to so terminate if, at the time of such termination, Global Blue, the Seller Parties, New Global Blue, US Holdco or US Merger Sub is in breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement in a manner such that the conditions to Closing would not have been satisfied;

 

   

by written notice to the GB Shareholders’ Representative from FPAC delivered no later than April 15, 2020, if the PCAOB Financial Statements have not been delivered to FPAC on or prior to March 31, 2020;

 

   

by written notice from either FPAC or the GB Shareholders’ Representative to the other if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; provided, that such right to terminate shall not be available to either party if any action of such party or failure of such party to fulfill any obligation under the Merger Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before the Termination Date; or

 

   

by written notice from either FPAC or the GB Shareholders’ Representative to the other if FPAC Stockholder Approval (as defined in the Merger Agreement) is not obtained at the Special Meeting (subject to any adjournment or postponement thereof); provided that such right to terminate shall not be available if, at the time of such termination, FPAC is in breach of Section 9.02 of the Merger Agreement.

In the event of termination of the Merger Agreement, the Merger Agreement will become void and have no effect, without any liability on the part of any party thereto or its respective affiliates, officers, directors, employees or stockholders, other than liability of any party thereto for any Willful Breach (as defined in the Merger Agreement) of the Merger Agreement by such party prior to such termination; provided, that obligations under the Confidentiality Agreement (as defined in the Merger Agreement) and certain obligations related to the trust account, director and officer indemnification and insurance and certain other provisions required under the Merger Agreement shall, in each case, survive any termination of the Merger Agreement. There are no

 

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termination fees in connection with the termination of the Merger Agreement. The termination right of FPAC with respect to delivery of the PCAOB Financial Statements is no longer available to FPAC.

Specific Performance

Each party is entitled under the Merger Agreement to an injunction, specific performance, or other equitable relief to prevent any other parties from committing a breach of the Merger Agreement or the related documents, or to seek to compel specific performance of the obligations of any other party, without proof of damages in addition to any other remedy to which they are entitled at law or in equity.

No Recourse

All actions that are based upon, arising out of, or related to the Merger Agreement or the transactions contemplated therein may be made only against the entities expressly named as parties to the Merger Agreement, and then only with respect to the specific obligations set forth therein with respect to such party. Further, unless a named party to the Merger Agreement, and then only to the extent of the specific obligations undertaken by such named party under the Merger Agreement, no past, present or future director, officer, employee, incorporator, member, partner, stockholder, affiliate, agent, attorney, advisor or representative, affiliate of a named party to the Merger Agreement or affiliate of any of the foregoing will have any liability for any representations, warranties, covenants, agreements or other obligations or liabilities of any other party for any claim based on, arising out of, or related to the Merger Agreement or the transactions contemplated thereby. Nothing in the Merger Agreement is intended to limit any party’s liability for such party’s Fraud (as defined in the Merger Agreement).

Nonsurvival of Representations, Warranties and Covenants

None of the representations, warranties, covenants, obligations or other agreements in the Merger Agreement, or in any related document or instrument delivered pursuant to the Merger Agreement, will survive the Closing except for (i) any covenants and agreements contained therein that expressly by their terms apply either in part or in whole after the Closing and (ii) the miscellaneous provisions thereof, which include, among others, waiver, notice, assignment, third-party rights, expense allocation, governing law and jurisdiction, severability and enforcement provisions.

Governing Law and Dispute Resolution

The Merger Agreement is governed by Delaware law. Any action based upon, arising out of or related to the Merger Agreement or the transactions contemplated thereby shall be brought in the Court of Chancery of the State of Delaware or, solely if the Delaware court declines to exercise jurisdiction, any federal or state court located in New York County, New York. Each party has waived its rights to trial by jury in any action based upon, arising out of or related to the Merger Agreement or the transactions contemplated thereby.

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Merger Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, and other interested parties are urged to read such Related Agreements in their entirety.

Voting and Support Agreement

In connection with the transactions contemplated by the Merger Agreement, on January 16, 2020, Globetrotter, New Global Blue, FPAC, the Founder and Third Point entered into the Voting and Support Agreement. Pursuant to the Voting and Support Agreement, the Founder and Third Point have agreed to vote: (1) in favor of the

 

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adoption of the Merger Agreement and approval of the Business Combination and other transactions contemplated by the Merger Agreement; (2) against any actions that would result in a breach by FPAC of any representations, warranties, covenants, obligations or agreements contained in the Merger Agreement; (3) in favor of the proposals set forth in FPAC’s proxy statement/prospectus; (4) for any proposal to adjourn or postpone the applicable special meeting of stockholders to approve matters related to the Merger Agreement and the transactions contemplated thereby to a later date if there are not sufficient votes for approval of such matters; and (5) against (a) any alternative proposals or transactions to the Merger Agreement and approval of the business combination and other transactions contemplated by the Merger Agreement, (b) any change in the capitalization of FPAC or any amendment to FPAC’s amended and restated certificate of incorporation (except to the extent expressly contemplated by the Merger Agreement), (c) any liquidation, dissolution or other change in FPAC’s corporate structure or business, (d) any action, proposal, transaction or agreement that would result in a material breach of any representations, warranties, covenants, obligations or agreements of, as applicable, Third Point or the Founder, contained in the Voting and Support Agreement or (e) any action or proposal involving FPAC or any of its subsidiaries that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect the transactions contemplated by the Merger Agreement.

The Voting and Support Agreement generally prohibits the Founder and Third Point from transferring, or permitting to exist any liens on, any shares of FPAC Common Stock held by such party prior to the termination of such agreement, if such lien would prevent either party from complying with its obligations thereunder. The Voting and Support Agreement will automatically terminate, as to the Founder and Third Point, upon the first to occur of (1) the mutual written consent of Globetrotter and such party thereto, (2) the Closing or (3) the date of termination of the Merger Agreement in accordance with its terms.

Founder Shares Surrender Agreement

On January 16, 2020, the Founder, FPAC, Globetrotter and New Global Blue entered into the Founder Shares Surrender Agreement. Pursuant to the Founder Shares Surrender Agreement, the Founder agreed, conditioned and effective upon the Closing, to: (1) surrender and forfeit to New Global Blue, for no consideration and as a deemed contribution to the capital of New Global Blue, 2,500,000 shares of FPAC Class B Common Stock; and (2) irrevocably waive the right to be issued shares of FPAC Class A Common Stock into which such surrendered shares would have converted.

Relationship Agreement

At Closing, the Founder and Globetrotter will become subject to a Relationship Agreement in respect of their shareholdings in New Global Blue.

The Relationship Agreement grants each of the Founder and Globetrotter board appointment rights for New Global Blue. At Closing, the Founder shall have the right to appoint two persons for nomination to such board, and Globetrotter shall have the right to appoint for nomination to such board three persons on behalf of itself, and one person on behalf of Ant Financial. These board appointment rights taper off as each party’s shareholdings reduce, such that: (i) if Globetrotter’s and Cayman Holding’s combined shareholding falls below 20% of Voting Shares, it shall be entitled to nominate two board members on behalf of themselves; (ii) if either (a) Globetrotter’s and Cayman Holding’s combined holding falls below 10% of Voting Shares, or (b) the Founder’s and Third Point’s combined holding falls below 10% of Voting Shares (and also including for this calculation the New Global Blue Warrants they hold), Globetrotter or the Founder (as applicable) shall only be entitled to nominate one board member; and (iii) if either (a) Globetrotter’s and Cayman Holding’s combined holding falls below 5% of Voting Shares, or (b) the Founder’s and Third Point’s combined holding falls below 5% of the Voting Shares (and also including for this calculation the New Global Blue Warrants they hold), Globetrotter or the Founder (as applicable) shall no longer be entitled to nominate a board member. These reductions in board appointment rights shall not apply to the Founder for the period of two years after the Closing Date, provided Thomas W. Farley is an appointee of the Founder. These reductions in board appointment rights shall not apply

 

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to Globetrotter for the period of two years after the Closing Date, other than the reduction listed in (i), where Globetrotter’s shareholding falls below 20% of Voting Shares. In connection with the foregoing appointment rights, Globetrotter has separately agreed with Partners Group to appoint for nomination to the New Global Blue board a person designated by Partners Group as one of Globetrotter’s nominated board members, for so long as Partners Group maintains a certain level of direct or indirect ownership interest in New Global Blue.

For such time as the board appointment rights apply, if the relevant party has not appointed a board member, it shall be entitled to designate a representative to attend board meetings, and meetings of board committees, as an observer. For such time as the board appointment rights apply to the Founder or Globetrotter, each of the Founder and Globetrotter (as applicable) may appoint an advisor to attend meetings (without participating in decision-making or voting) of the finance and audit committee of New Global Blue.

The Founder and Globetrotter also have certain information rights, through their designated board members, in order to monitor their investment in New Global Blue, and comply with applicable financial, regulatory, and tax obligations. Such information rights include, inter alia, the right to receive a draft operating budget for New Global Blue, and a monthly management information package on New Global Blue. These information rights shall only apply for as long as the Founder and Globetrotter meet certain shareholding requirements. In addition, each institutional shareholder has the right to assign its rights and obligations under the agreement to any of its affiliates (including, with respect to the Founder, to Third Point).

The Relationship Agreement is governed by Swiss law. Any dispute arising out of or relating to the Relationship Agreement is subject to arbitration in Zurich, Switzerland, in accordance with the Rules of Arbitration of the International Chamber of Commerce.

Shareholders Agreement

Concurrently with Closing, certain persons who will become shareholders of New Global Blue will become subject to a Shareholders Agreement regulating the relationship among and between such shareholders.

The Shareholders Agreement imposes restrictions on the transfer of Voting Shares or New Global Blue Warrants, including the imposition of a lock-up for a period of: (i) one year following the Closing Date in relation to the Founder’s and Third Point’s New Global Blue Shares and New Global Blue Warrants issued in exchange for the Founder Shares and Private Placement Warrants (and any New Global Blue Shares underlying the New Global Blue Warrants); (ii) six months following the Closing Date in respect of any Voting Shares and/or New Global Blue Warrants purchased in the open market, initial public offering of FPAC, or by any Affiliated Secondary PIPE Investor (including Third Point) and certain shares of New Global Blue pursuant to the Backstop, by the Founder or Third Point or any member of its respective group; and (iii) six months following the Closing Date in respect of any Voting Shares and/or New Global Blue Warrants (other than the Excluded Institutional Shares and the Excluded Manager Shares, each as defined below) owned by Cayman Holdings, Globetrotter or the Management Sellers (the “Lock-up”). The Lock-up will cease to apply if the VWAP of the New Global Blue Shares is equal to or greater than $12.00 for any twenty (20) Trading Days within any thirty (30) Trading Day period (after adjustment for share splits, dividends, reorganizations, recapitalizations, etc.), provided that such period is at least one hundred and fifty (150) days after the Closing Date, with respect to (i), and sixty (60) days after the Closing Date, with respect to (ii) and (iii). The Lock-up may be terminated early by the mutual consent of the Founder and Globetrotter.

The Lock-up is subject to certain exceptions, and will not restrict the transfer of Voting Shares or New Global Blue Warrants where such transfer is, inter alia: (i) in connection with the acceptance of a public takeover offer, tender offer, merger, or similar business combination that applies to the holders of all ordinary shares and is recommended by the board; (ii) where required by law or governmental authority; (iii) where an institutional shareholder is transferring its interest to a member of its group; or (iv) in the case of a Management Seller only, to a family member or family trust, provided certain requirements are satisfied in accordance with the Management Shareholders Agreement.

 

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The shareholders that are party to the Shareholders Agreement may also waive certain lock-up restrictions if due to redemptions the former FPAC stockholders (other than the Founder and Third Point) hold less than 20% of the New Global Blue Shares upon Closing. In this case, the parties (those being Seller Parties, the Founder, and Third Point) may agree to sell New Global Blue Shares until the free float increases to 20%.

Notwithstanding the lock-up arrangements, a transfer under Rule 144 or 145 under the Securities Act by any of the Founder or Third Point will be permitted in each case once they collectively own less than 3% of the Voting Shares and/or New Global Blue Warrants (in the aggregate), and prior to Globetrotter effecting a transfer under Rule 144 or 145 it will first permit any of the Founder and Third Point to transfer a pro-rata amount under Rule 144 or 145. If any of the Founder, Third Point, Globetrotter, Cayman Holdings or the Management Sellers transfers a proportion of its Voting Shares and/or New Global Blue Warrants in a privately negotiated (off-market) transaction during the restricted period set out above in this paragraph, then the other parties to the Shareholders Agreement shall be permitted to participate in the transfer on a pro rata basis and subject to the same terms.

If Third Point initiates a sale during the first six months following the Closing Date of the New Global Blue Shares issued in exchange for the first 10,000,000 Public Shares purchased pursuant to the Backstop after redeemed shares exceed 32,643,000 Public Shares (for purposes of this description of the Shareholders Agreement, the “Excluded Shares”), as such Excluded Shares are excluded from the lock-up arrangements, the same number of New Global Blue Shares held by Globetrotter, Cayman Holdings and the Management Sellers may be sold by such parties in aggregate (and between these parties, the number of New Global Blue Shares sold will be pro rata based on the total number of Voting Shares). If Globetrotter or Cayman Holdings initiates a sale of its Voting Shares equal to each of its pro-rata proportion (based on their and the Management Sellers’ respective holdings of Voting Shares) of a number of Voting Shares equal to the Excluded Shares (the “Excluded Institutional Shares”), as such Excluded Institutional Shares are excluded from the lock-up arrangements, (i) the same number of the Excluded Shares may be sold by Third Point; and (ii) a pro-rata amount of the Voting Shares equal to each of Globetrotter’s and Cayman Holdings’ pro-rata proportion (based on their and the Management Sellers’ respective holdings of Voting Shares) of a number of Voting Shares equal to the Excluded Shares (the “Excluded Manager Shares”), as such Excluded Manager Shares are excluded from the lock-up arrangements, may be sold by the Management Sellers.

Furthermore, certain of the shareholders shall be permitted to transfer up to an aggregate of 5% of the Voting Shares, in aggregate, on one occasion only, to a third party that constitutes an eligible strategic investor, and the other parties to the Shareholders Agreement shall be permitted to participate in the transfer on a pro rata basis.

The Shareholders Agreement also includes a voting agreement by the shareholders to vote for directors nominated for appointment by the Founder and Globetrotter and to give effect to the terms of the Series A Preferred Shares.

The Shareholders Agreement is subject to the laws of Delaware. Any disputes arising out of or relating to the Shareholders Agreement shall be subject to the jurisdiction of the Court of Chancery of the State of Delaware.

Registration Rights Agreement

At the Closing, New Global Blue, Third Point, the Founder, the Seller Parties and certain other parties thereto will enter into a Registration Rights Agreement (the “Registration Rights Agreement”) with respect to the New Global Blue Shares and other New Global Blue securities, including New Global Blue Warrants and Series A Preferred Shares, to be received by such parties in connection with the Business Combination (together with any securities issued in connection with any stock split or subdivision, stock dividend, distribution or similar transaction with respect thereto, the “Registrable Securities”). Under the form of Registration Rights Agreement, New Global Blue has agreed to file a shelf-registration statement within forty-five (45) days of the Closing,

 

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subject to the ability to delay such filing under certain circumstances. Globetrotter and its affiliates and Far Point and Third Point (collectively, the “Demand Shareholders”) are entitled from time-to-time to deliver to New Global Blue take-down notices under the shelf registration statement stating their intent to sell Registrable Shares (including shares held by the Escrow Agent (as defined in the Registration Rights Agreement) on behalf of Management Sellers) in an underwritten offering, which may be either a marketed or non-marketed underwritten offering. If New Global Blue fails to file the shelf registration statement or fails to maintain the effectiveness of the shelf registration statement, the Demand Shareholders are also entitled to demand that New Global Blue register Registrable Shares (including shares held by the Escrow Agent) in amounts having an aggregate value equal to or greater than $30 million. The ability of the Demand Shareholders and the other parties to the Registration Rights Agreement to sell Registrable Securities are subject to certain transfer restrictions, including those described above under “—Shareholders Agreement.” Other parties holding Registrable Securities will be entitled to join in underwritten offerings under the shelf registration statement, demand registrations or other registrations by New Global Blue, subject to customary cut-backs. Under the Registration Rights Agreement, New Global Blue will indemnify the holders of Registrable Securities and certain persons or entities related to them, such as their officers, directors, employees, agents and representatives, against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from their misstatement or omission, and the holders of Registrable Securities, including Registrable Securities in any registration statement or prospectus, will agree to indemnify New Global Blue and certain persons or entities related to New Global Blue, such as its officers and directors and underwriters, against all losses caused by their misstatements or omissions in those documents.

PIPE Subscription Agreements

Concurrently with the execution and delivery of the Merger Agreement, New Global Blue, FPAC and the Primary PIPE Investors entered into share subscription agreements pursuant to which the Primary PIPE Investors have committed to subscribe for and purchase, concurrently with the Closing, in the aggregate, 12,500,000 New Global Blue Shares for $10.00 per share or an aggregate purchase price equal to $125.0 million.

Concurrently with the execution and delivery of the Merger Agreement, New Global Blue, and Globetrotter entered into certain share purchase and contribution agreements with (i) FPAC and the Affiliated Secondary PIPE Investors and (ii) the Strategic Secondary PIPE Investor pursuant to which the Affiliated Secondary PIPE Investors and the Strategic Secondary PIPE Investors have committed to purchase, concurrently with the Closing, Global Blue Shares from Globetrotter and Cayman Holdings for an aggregate purchase price of up to $100.0 million and equal to $125.0 million, respectively, and immediately contribute such Global Blue Shares to New Global Blue for the subsequent issuance of up to 10,000,000 and equal to 12,500,000, respectively, New Global Blue Shares. The commitment of the Affiliated Secondary PIPE Investors is subject to a dollar-for-dollar reduction to the extent the Backstop is drawn upon. The agreement with the Strategic Secondary PIPE Investor includes an 18-month lock-up transfer restriction on the New Global Blue Shares to be acquired by it.

Refinancing

Global Blue intends to refinance the Existing Facilities in connection with the Business Combination, using a drawdown from the New Facilities (the “Refinancing”). See “Global Blue’s Management’s Discussion and Analysis of Financial Condition and Results of Operation—Banking Facilities and Loans.”

Management Roll-Up

As of the date of this proxy statement/prospectus, the Management Sellers hold ordinary shares and preferred equity certificates of Global Blue Management & Co SCA. Prior to the Closing, the Management Sellers will exchange through a series of transactions all shares and preferred equity certificates they hold in Global Blue Management & Co SCA for New Global Blue Shares.

 

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Management Shareholders Agreement

The Management Shareholders Agreement provides for, among other matters: (i) the calculation of the entitlements of the Management Sellers to receive shares in Global Blue as part of the Management Roll-up; (ii) once such shares in Global Blue are exchanged for cash and Voting Shares (pursuant to the Merger Agreement), restrictions on the managers’ ability to transfer the Voting Shares issued to them, except in specified circumstances (such as in accordance with the Shareholders Agreement or if it is in the context of a manager leaving the employment of the Global Blue group); (iii) following the expiry of the lock-up period described in “Shareholders Agreement”, the managers’ rights to sell a proportion of their Voting Shares alongside Globetrotter when Globetrotter sells Voting Shares, in each case subject to certain qualifications and exceptions; (iv) the repurchase of Voting Shares from managers who cease to be employees in circumstances where they are deemed to be “bad leavers”; and (v) undertakings from each manager to maintain the confidentiality of certain information and not to compete with New Global Blue or solicit its employees, customers or suppliers for a period of 24 months after the cessation of such manager’s employment.

Organizational Structure

The following simplified diagram illustrates the ownership structure of Global Blue and FPAC immediately prior to the consummation of the Business Combination:

 

 

LOGO

 

*

Nominal assets and no operations.

 

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The following simplified diagram illustrates the ownership structure of New Global Blue immediately following the consummation of the Business Combination.

 

 

LOGO

Charter Documents of New Global Blue Following the Business Combination

Pursuant to the Merger Agreement, upon the closing of the Business Combination, New Global Blue’s articles of association will be amended. See “Description of New Global Blue Securities,” for a description of New Global Blue’s amended articles of association and a comparison to the provisions of FPAC’s Organizational Documents.

Headquarters; Stock Symbols

After completion of the transactions contemplated by the Merger Agreement:

 

   

the corporate headquarters and principal executive offices of New Global Blue will be located at Zürichstrasse 38, 8306 Brüttisellen, Switzerland; and

 

   

New Global Blue expects its ordinary shares and warrants will be traded on the NYSE under the symbols “GB” and “GB.WS,” respectively.

Background of the Business Combination

The following is a discussion of FPAC’s formation, the background of FPAC’s efforts to effect an Initial Business Combination, its negotiations with and evaluation of Global Blue, the Merger Agreement and related matters.

On June 14, 2018, FPAC closed its IPO of 63,250,000 Units (including 8,250,000 units pursuant to the exercise in full of the underwriters’ over-allotment option), with each Unit consisting of one share of FPAC Class A Common Stock and one-third of one Public Warrant. Each whole Warrant entitles the holder to acquire one share of FPAC Class A Common Stock at a price of $11.50. The Units from the IPO (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $632,500,000. Simultaneously with the consummation of the IPO and the exercise of the underwriters’ over-allotment option, FPAC consummated the private sale of 9,766,667 Private Warrants to the Founder, at a price of $1.50 per whole

 

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Warrant for an aggregate purchase price of $14,650,000. FPAC funded the Trust Account with $632,500,000 of the cash proceeds from the IPO, including $20,737,500 of deferred underwriter fees, and the related private placement.

Promptly following its IPO, FPAC commenced consideration of potential target businesses with the objective of consummating an Initial Business Combination. FPAC sought out potential target businesses based on internal research and through the networks of relationships of FPAC’s management, board of directors and with the assistance of professional service providers (lawyers, accountants, consultants and investment bankers). FPAC educated these parties on its structure as a special purpose acquisition company (“SPAC”) and its criteria for an acquisition. FPAC also responded to inquiries from investment bankers or other similar professionals who represented companies engaged in a sale or financing process. On a regular basis, FPAC’s directors were updated with respect to the status of the Initial Business Combination search. Input received from FPAC’s directors was material to its management’s evaluation of a potential business combination.

From the closing of FPAC’s IPO through the signing of the letter of intent with Global Blue in November 2019, representatives of FPAC contacted and were contacted by a number of individuals and entities with respect to business combination opportunities and engaged with several possible target businesses in discussions with respect to potential transactions.

During that period, Thomas W. Farley, FPAC’s Chief Executive Officer, President and Chairman, and David W. Bonanno, FPAC’s Chief Financial Officer and Director, as well as representatives of their team, identified and evaluated over 125 potential transactions, all with potential targets in the financial technology, or “fintech,” industry.

Based on FPAC’s initial screening efforts and selection criteria, FPAC had substantive discussions with 25 companies that were considered to be appropriate targets. These discussions covered various aspects of potential Initial Business Combinations such as target business operations, potential deal structures and other considerations.

After discussions with these candidates, FPAC advanced to the next phase of the selection process and executed non-disclosure agreements with 19 companies in order for FPAC to receive and evaluate these companies’ financial information, access data rooms containing these companies’ materials and/or review other written and verbal confidential information. After further discussions and consideration of the suitability of each potential target, FPAC ultimately executed non-binding letters of intent with Global Blue (in November 2019) and one other potential target company (earlier in 2019). The possible transaction with the other potential target was abandoned by the mutual consent of the parties.

The following paragraphs contain additional material details of the interactions between representatives of Global Blue, Silver Lake and FPAC.

On July 11, 2018, Mr. Farley and Mr. Bonanno met with Joseph Osnoss, then Managing Director of Silver Lake, at Silver Lake’s New York offices and discussed among other topics Global Blue’s business and its potential combination with FPAC. This initial meeting was followed up by a meeting on January 23, 2019 and a call on July 23, 2019 to discuss, among other topics, Global Blue’s business and the possibility of a transaction between Global Blue and FPAC. In between the January 2019 meeting and the July 2019 call, Mr. Farley had intermittent contacts with Mr. Osnoss and other representatives of Silver Lake.

On August 9, 2019, FPAC, Silver Lake and Global Blue executed a confidentiality agreement in respect of a possible transaction. From mid to late August 2019, representatives from FPAC and Silver Lake engaged on various preliminary due diligence topics. On August 23, 2019, representatives of FPAC, Global Blue, Silver Lake, Morgan, Lewis & Bockius LLP (“ML”), counsel to FPAC, and Simpson Thacher & Bartlett LLP (“STB”), counsel to Silver Lake and Global Blue, held a conference call to discuss the overall structure of a potential transaction between FPAC and Global Blue.

 

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On September 9, 2019, Mr. Farley, Mr. Osnoss, Jacques Stern, chief executive officer of Global Blue, and Loïc Jenouvrier, chief financial officer of Global Blue, held an introductory meeting with respect to Global Blue and FPAC over dinner in New York City.

On September 19, 2019, Mr. Farley, Mr. Bonanno, Dan Loeb, chief executive officer of Third Point, and Munib Islam, Co-Chief Investment Officer of Third Point, met in New York City to discuss a potential Global Blue transaction. In addition, during this period, Mr. Farley and Mr. Bonanno provided various updates to the board of FPAC and its individual members as the parameters of a potential transaction were being refined by the foregoing meetings.

On October 8, 2019, Mr. Farley and Mr. Osnoss participated in a call to discuss the general economic terms of a potential transaction, with various proposals and counter proposals being exchanged. They did not reach an understanding, but they and their respective teams continued to exchange views with each other over the following days.

On October 24, 2019, Mark Murphy, of FTI Consulting (“FTI”), and Mr. Bonanno discussed an overall timeline for due diligence with respect to the possible transaction. Mr. Farley, Mr. Bonanno, representatives of Credit Suisse Securities (USA) LLC (“Credit Suisse”) and Howard Kenny, a partner at ML, discussed the probable timeline of a potential transaction.

On October 25, 2019, Mr. Farley, Mr. Osnoss, Christian Lucas, Managing Director of Silver Lake, and Mr. Stern discussed the plan to be able to attain a completed transaction, including next steps and a timeline, assuming economic terms could be agreed upon. Mr. Bonanno sent a proposed non-binding term sheet and diligence request list to Mr. Osnoss, Mr. Lucas and Mr. Stern. This was followed on October 28, 2019 by a meeting between Mr. Farley and Mr. Stern to discuss the Global Blue team, strategy and other business matters.

On October 30, 2019, Mr. Farley sent an email update to the FPAC board of directors with respect to the transaction.

On November 3, 2019, Mr. Osnoss sent Mr. Farley proposed term sheet changes. From November 3-5, 2019, Mr. Farley and Mr. Osnoss continued discussions regarding the terms of the potential transaction.

On November 5, 2019, Mr. Farley further updated the FPAC board of directors with respect to the potential transaction. Thereafter, on November 6, 2019, Mr. Farley spoke with Mr. Loeb about the potential transaction, and Mr. Loeb indicated to Mr. Farley that Third Point would support FPAC’s pursuit of a transaction with Global Blue.

On November 7, 2019, Ulf Pagenkopf, a Silver Lake executive, sent a revised term sheet to FPAC. On November 8, 2019, the ML team participated in a conference call with Mr. Farley and Mr. Bonanno to discuss moving forward with term sheet changes. Mr. Farley and Mr. Osnoss engaged in a call to discuss future Global Blue management team compensation if a transaction would occur.

On November 8, 2019, at FPAC’s regular quarterly board meeting, Mr. Farley and Mr. Bonanno provided the board with an update of discussions with Global Blue, as well as the status of certain potential alternative transactions.

On November 9, 2019, Mr. Farley and Mr. Osnoss engaged in a call to discuss Mr. Stern’s compensation plan and a transaction structure and timeline.

From November 9-13, 2019, the parties and their advisors continued to discuss and exchange revised term sheets. During this period, ML also had a call with STB and representatives of Deloitte LLP (“Deloitte”) to discuss potential transaction structures. In addition, ML had a call with Bär & Karrer Ltd. (“B&K”), FPAC’s Swiss counsel, to discuss various Swiss law issues.

 

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On November 13, 2019, Mr. Bonanno connected FTI with Global Blue to arrange further due diligence through correspondence with Mr. Stern, Mr. Jenouvrier and Mr. Murphy. An introductory call was organized the following day to discuss next steps.

On November 13, 2019, Mr. Farley updated the FPAC board of directors with respect to the transaction. After which, on November 14, 2019, the non-binding term sheet was executed. Pursuant to the term sheet, the parties agreed to engage in exclusive discussions regarding a potential transaction.

On November 14 and 15, 2019, multiple calls were organized to discuss various topics. ML and STB had a conference call to discuss document lists, work streams and how best to move forward with general due diligence. ML, STB and Deloitte held a call to discuss transaction structures. All parties then engaged in an all hands call with respect to the transaction. Mr. Farley, Mr. Bonanno and representatives of Credit Suisse engaged in correspondence with respect to investor presentation projections for recent SPACs. It was agreed that the principals and their advisors would have bi-weekly calls to discuss deal progress.

On November 18, 2019, Mr. Murphy sent an extensive financial due diligence request list. Global Blue addressed these questions and uploaded relevant materials to a virtual dataroom. Several follow-up questions were submitted by FTI over the course of the following two weeks. On November 19, 2019, ML and STB had a call to discuss the signing checklist and other shareholder and company matters and ML sent a follow-up legal diligence list to STB the following date and organized local counsel in various jurisdictions to assist with FPAC’s legal due diligence. ML, Deloitte, STB and B&K held a call discussing transaction structures.

On November 19 and 20, 2019, Mr. Farley, Mr. Bonanno, Kelly Vallante, Vice President of Operations at FPAC, Mr. Stern, Jeremy Henderson-Ross, General Counsel of Global Blue, Tomas Mostany, Senior Vice President of Global Blue, Fabio Ferreira, CTO of Global Blue, Pier Francesco Nervini, COO of Global Blue, Mr. Pagenkopf and Ahmed Khairat, a Silver Lake executive, met for all-day sessions in London to discuss a wide range of due diligence questions covering Global Blue’s business and technology projects, as well as the content of the investor presentation for future PIPE marketing.

On November 21, 2019, FPAC and Aon Risk Services Northeast, Inc. (“Aon”) executed a mutual confidentiality agreement with respect to obtaining representation and warranty insurance (“RWI”) for the transaction. In addition, ML participated in a call with Mr. Henderson-Ross to discuss due diligence. Separately, Mr. Farley and Mr. Osnoss held a call to discuss Mr. Stern’s compensation.

On November 26, 2019, ML circulated a revised due diligence request list to STB. ML also participated in a call with Italian counsel pertaining to regulatory matters. Mr. Farley, Mr. Bonanno and a representative of Credit Suisse exchanged emails regarding potential PIPE investors.

On November 27, 2019, STB circulated the first draft of the Merger Agreement to ML, who then forwarded it on to Mr. Farley and Mr. Bonanno. Mr. Farley, Mr. Bonanno, Mr. Pagenkopf, Mr. Khairat, Mr. Murphy and Mr. Henderson-Ross discussed diligence follow-ups.

On November 29, 2019, Credit Suisse was engaged as capital markets advisor to FPAC with respect to the transaction. Mr. Farley, Mr. Bonanno and representatives of Credit Suisse participated in a call to introduce the potential Global Blue transaction.

From December 2-6, 2019, Mr. Murphy and the FTI team participated in a diligence trip, which consisted of two days at the Geneva office of PricewaterhouseCoopers SA (“PwC”), Global Blue’s auditor, reviewing Global Blue financial information, as well as meeting members of the PwC Global Blue audit team. The remaining two days consisted of multiple diligence workshops with various senior members of the Global Blue finance team and Mr. Khairat. Following the meeting, the FTI team provided a list of remaining data requests, which were answered by the Global Blue team.

 

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On December 2, 2019, ML participated in a call with Mr. Henderson-Ross to further discuss due diligence, in particular, the new investigation by French antitrust officials. Mr. Farley updated the FPAC board of directors with respect to the transaction.

During the week commencing on December 2, 2019, the parties continued to discuss drafts of the Merger Agreement, with key issues lists per document being circulated between advisors. In addition, separately, STB circulated a draft of the Relationship Agreement and Shareholders Agreement to ML.

From December 3-6, 2019, the parties prepared an investor presentation for the Primary PIPE Investment meetings. The materials were used on December 9, 2019 when Mr. Farley and Mr. Stern conducted investor meetings in New York City with six potential Primary PIPE Investors arranged by Credit Suisse. An additional investor call was conducted by Mr. Farley, Mr. Bonanno and Mr. Stern on December 16, 2019.

During the week commencing on December 9, 2019, ML circulated a draft of the Primary PIPE Subscription Agreement to STB, as well as to Mr. Bonanno and Mr. Farley. Both parties and their advisors continued to discuss issues and exchange drafts of transaction documents. In addition, FPAC continued its diligence workstream, with (i) a call between ML and Mr. Henderson-Ross to discuss legal due diligence and (ii) a call between Mr. Murphy, Mr. Farley and Mr. Bonanno regarding financial diligence.

On December 13, 2019, the FPAC board met to discuss the proposed transaction. The FPAC board of directors, Alec Dawson, a partner at ML, and Mr. Murphy participated in the meeting and discussed an update on negotiations, structure issues and legal and financial diligence. Each of Mr. Dawson and Mr. Murphy described to the board his firm’s draft diligence report which had been provided to the directors in advance of the meeting.

On December 16, 2019, Mr. Farley, Mr. Bonanno, Mr. Osnoss, Mr. Stern and a representative of Credit Suisse participated in a call to discuss the potential PIPE investor list. Mr. Farley gave representatives of Credit Suisse instructions for how to proceed with investors for planned January PIPE investor meetings. This was followed by an update call between Mr. Farley and Mr. Osnoss on the broader progress made on the transaction.

During the week commencing on December 16, 2019, representatives of FPAC and ML had numerous calls to discuss issues lists pertaining the draft transaction documents. Representatives of FPAC and Silver Lake also discussed various issues on the transaction documents.

On or around December 18, 2019, ML participated in a call with Australian counsel to discuss potential required antitrust filings. ML also circulated due diligence requests to Mr. Henderson-Ross.

On December 20, 2019, Mr. Henderson-Ross circulated interview information pertaining to the French antitrust investigation to Mr. Farley, which was then forwarded to ML. Mr. Farley and Mr. Henderson-Ross engaged in a call for Mr. Farley to receive an update on how such investigation might affect Global Blue.

In addition, on December 20, 2019, Mr. Farley, Mr. Bonanno, Mr. Pagenkopf, Frank Walters, a Silver Lake executive, and Geoff Oltmans, Managing Director and Head of Capital Markets of Silver Lake, held a call to discuss financing.

During the week commencing December 23, 2019, ML circulated a revised draft of the Merger Agreement to STB, Baker & Hostetler LLP (“BH”), counsel to Third Point, Third Point, Mr. Bonanno and Mr. Farley. ML provided drafts of the Primary PIPE Subscription Agreement, Registration Rights Agreement, Relationship Agreement, the Founder Shares Surrender Agreement, and Voting and Support Agreement to Third Point and BH. ML provided STB’s revised draft of the agreement respecting Third Point’s Secondary PIPE Investment to BH. BH circulated an issues list for all transaction documents received to date to ML. BH circulated drafts of the Shareholders Agreement, Third Point’s Secondary PIPE Investment agreement, Registration Rights Agreement and Relationship Agreement to ML and STB. Mr. Farley and Mr. Osnoss participated in a call to discuss the

 

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overall status of the transaction. Furthermore, Mr. Farley and Mr. Osnoss also discussed Third Point’s comments on the Registration Rights Agreement, Relationship Agreement and Shareholders Agreement. The following week, on or around December 31, 2019, BH and ML participated in a conference call to discuss Third Point’s issues with respect to the transaction. B&K and ML exchanged comments on the drafts respecting Third Point’s Secondary PIPE Investment. ML circulated drafts of the Management Shareholders Agreement and various corporate organizational documents to BH and Third Point.

In addition, during the week, ML and STB participated in several calls to discuss the Merger Agreement, including the representations and warranties. An open issues list with respect to the Merger Agreement was iterated between both parties, following each call.

During the week, Mr. Farley and Mr. Stern discussed Mr. Stern’s employment agreement via email and discussed employment contracts for the management team.

On December 27, 2019, Mr. Farley, Mr. Bonanno and Mr. Stern engaged in a call with a potential strategic investor (other than Ant Financial).

On January 1, 2020, Mr. Farley, Mr. Bonanno and Mr. Islam conferred about Third Point’s comments and concerns with respect to the Shareholders Agreement and the Relationship Agreement, and in particular the proposed post-closing share lock-up arrangements. Mr. Farley, Mr. Bonanno and Mr. Islam continued to discuss the Third Point share lock-up proposals over the following days.

On January 2 and 3, 2020, ML circulated a revised draft of the Primary PIPE Subscription Agreement to STB and, separately, to Credit Suisse to provide to potential Primary PIPE Investors.

On January 6, 2020, ML circulated drafts of various post-closing New Global Blue corporate documents to BH and Third Point. STB sent a revised draft of the Merger Agreement to ML. ML forwarded the document to Mr. Bonanno, Mr. Farley, BH, Third Point and FTI. STB provided drafts of a proposed strategic PIPE investment to ML. ML forwarded the documents to B&K for review and input; ML also forwarded the documents to BH and Third Point. Mr. Bonanno and Mr. Pagenkopf held a call to discuss the timeline for signing and closing and conferred about the wall-crossing script. Mr. Farley and Mr. Osnoss continued to communicate about the lock-up period, registration rights, corporate governance and terms of Third Point’s Secondary PIPE Investment.

Also on January 6, 2020, Mr. Kenny and Mr. Dawson corresponded via email with the FPAC board of directors to discuss the transaction; additionally, Ms. Vallante notified the FPAC board of the potential upcoming signing and announcement and to schedule related board meetings. Mr. Farley and Mr. Stern discussed employment contracts, communications plans for announcement, board composition and other related matters.

On January 2 and 3, 2020, Mr. Farley, Mr. Bonanno, and representatives of Credit Suisse discussed investment roadshow preparations. On January 5 and 6, 2020, Mr. Farley, Mr. Bonanno, and representatives of Credit Suisse shared updates on the investor roadshow, investor wall-crossing, scheduling, comments and edits to the proposed press release announcing the signing and other related matters. Mr. Farley, Mr. Bonanno, Mr. Pagenkopf, Mr. Lucas and Mr. Stern communicated via email about an update on a potential strategic PIPE investor.

During the week commencing on January 6, 2020, Mr. Farley, Mr. Bonanno and Mr. Stern participated in numerous investor meetings, arranged by the Credit Suisse team. The Credit Suisse team kept all relevant individuals updated, via email communication and calls, as to the investor feedback received.

Also on January 6, 2020, BH distributed revised drafts of the Voting and Support Agreement and Founder Shares Surrender Agreement to STB and ML. Mr. Farley, Mr. Bonanno, Ms. Vallante, Mr. Stern, and the Credit Suisse team held a call to discuss post-signing investor call logistics. Mr. Farley and Mr. Osnoss discussed Mr. Stern’s employment agreement via email.

From January 8-9, 2020, STB circulated drafts of various post-closing New Global Blue management compensation documents. ML shared Swiss counsel comments on the various post-closing New Global Blue

 

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corporate documents, including New Global Blue’s amended articles of association, with BH and Third Point. ML and STB circulated revised drafts of the Merger Agreement. BH circulated Third Point’s proposal with respect to the agreement respecting Third Point’s Secondary PIPE Investment, Shareholders Agreement, Relationship Agreement and Registration Rights Agreement, and in particular, the post-closing lock-up periods.

On January 9, 2020, following discussions with Silver Lake, Global Blue decided to move forward with Ant Financial for the Secondary PIPE Investment. Mr. Osnoss, Mr. Lucas, Mr. Stern, Mr. Pagenkopf and representatives of Ant Financial discussed the terms of the Secondary PIPE Investment. STB provided drafts of the agreements regarding the Secondary PIPE Investment with Ant Financial to FPAC and ML. On January 10, 2020, STB also circulated Ant Financial’s executed commitment letter with respect to the Secondary PIPE Investment to ML, who forwarded it to BH and Third Point.

Also on January 9, 2020, Mr. Farley and Nik Deogun, CEO of the Americas and U.S. Senior Partner at Brunswick Group (“Brunswick”), discussed the post-signing communications plan including the press release and media strategy. Over the following days, Mr. Farley and the Brunswick team held a call to discuss the communications and media-oriented plan for announcement. Separately, Mr. Farley, Mr. Bonanno, Mr. Osnoss, Mr. Lucas, Mr. Pagenkopf and Mr. Stern held a call to discuss Global Blue research coverage.

On January 10, 2020, ML and STB participated in a call to discuss the updated checklist in preparation for signing. STB circulated drafts of various post-closing New Global Blue corporate documents to ML. Aon provided ML with an initial draft of the RWI policy they had received from AIG Specialty Insurance Company (“AIG”). ML sent their comments on the Merger Agreement disclosure schedules to Mr. Farley, Mr. Bonanno and the FTI team. Mr. Bonanno, Mr. Pagenkopf, Mr. Khairat and a representative of Credit Suisse discussed various open issues in the Merger Agreement.

Also on January 10, 2020, FPAC’s board of directors held a meeting to discuss the status of the transaction. Mr. Farley and Mr. Bonanno provided the board with an update. Mr. Kenny and Robert Robison, a partner at ML, also attended and discussed and answered directors’ questions regarding the deal announcement timing, the communications plan, the PIPE investment, structure and other related matters.

On January 11, 2020, ML circulated an updated report to Mr. Farley and Mr. Bonanno and a revised draft of the RWI policy with comments to Aon. PJT Partners (“PJT”) circulated a revised draft of an investor presentation for use in post-signing meetings to ML; PJT, ML and STB continued to share comments on the draft amongst themselves. STB shared their revised draft of the Merger Agreement with ML who forwarded the document to Mr. Farley, Mr. Bonanno, Third Point and BH. ML sent revised drafts of various post-closing New Global Blue corporate documents to BH and Third Point for review and comment. BH circulated a revised draft of Third Point’s Secondary PIPE Investment agreement to STB and ML.

In addition, on January 11, 2020, the FPAC, Silver Lake, Global Blue, PJT, Credit Suisse and Brunswick teams held a call to discuss the communications and media plan for the transaction announcement.

On January 12, 2020, ML re-circulated the Merger Agreement Company Disclosure Schedules draft to Mr. Farley and Mr. Bonanno. Aon circulated its own RWI policy comments to ML who then continued an exchange of comments. ML sent the revised Merger Agreement from STB to FTI. STB shared drafts of various post-closing management compensation documents with ML. Mr. Bonanno and Mr. Pagenkopf discussed representations and warranties issues with respect to the Merger Agreement.

On January 13, 2020, ML and Mr. Bonanno and FTI participated in an underwriting call with Aon, which was required in connection with the RWI policy. ML and STB participated in a call to discuss KYC requests with respect to Primary PIPE Investors. FPAC, Silver Lake, Global Blue, PJT and Brunswick teams exchanged comments and edits on a draft of the announcement press release and discussed the media plan. Mr. Farley, Mr. Bonanno, Josh Targoff, Partner, COO and General Counsel of Third Point, and Robin Brem, Managing

 

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Director and Deputy General Counsel of Third Point, discussed Third Point’s proposal in an effort to reach an agreement with respect to the transaction.

On January 14, 2020, ML and STB held a conference call to discuss the representations and warranties to the Merger Agreement. ML held a call with STB and representatives of Global Blue a potential diligence issue that had come to light in connection with finalization of diligence and disclosure schedules. STB distributed updated drafts of various corporate documents to ML. STB provided ML with initial drafts of the tax disclosure to be included in this proxy statement/prospectus, which ML then forwarded to Mr. Bonanno and Mr. Farley. STB and ML discussed proposed revisions to the Primary PIPE Subscription Agreement in light of comments raised by a potential Primary PIPE Investor. They also exchanged comments on the press release and relevant disclaimers. Aon provided ML with draft No Claims Declarations to be included in the RWI policy. ML circulated their revised draft of the Merger Agreement to STB as well as Mr. Farley and Mr. Bonanno; STB returned their own revised version of the draft sent by ML, as well as an updated version of the Accounting Principles Annex. ML forwarded to Mr. Farley, Mr. Bonanno, BH, Third Point and FTI. ML also circulated a draft of the AIG insurance policy to STB.

Also on January 14, 2020, Mr. Farley, Mr. Bonanno, and representatives of Credit Suisse discussed PIPE investor allocations. Mr. Farley, Mr. Osnoss and Mr. Stern addressed the diligence discussed above via email. Mr. Farley, Mr. Bonanno, Mr. Osnoss and Mr. Stern discussed the Merger Agreement representations and warranties and certain regulatory closing requirements. BH circulated revised drafts of the Shareholders Agreement and Relationship Agreement reflecting Third Point’s proposed terms. Mr. Farley, Mr. Loeb, Mr. Targoff and Ms. Brem discussed Silver Lake’s counter proposal to Third Point with respect to the Shareholders Agreement, Relationship Agreement and Registration Rights Agreement, and in particular, the post-closing lock-up periods. Mr. Bonanno, and representatives of Credit Suisse held a call to discuss Merger Agreement mechanics with a potential Primary PIPE Investor. Mr. Farley and Mr. Osnoss discussed lock-ups and issues with respect to Third Point.

Also on January 14, 2020, FPAC’s board of directors met to discuss the status of the transaction. Mr. Farley and Mr. Bonanno provided the board with an update, informing them that the parties were close to an agreement and were working towards an announced signing in the coming days. Mr. Farley discussed the economic terms of the Business Combination, which had not changed since prior board meetings. Mr. Dawson and Mr. Kenny also attended the meeting and answered questions. After further discussion, and subject to there being no material changes to the terms of the transaction as outlined to the board by Mr. Farley and Mr. Bonanno and the form of the draft Merger Agreement provided to the directors in advance of the meeting, the board unanimously determined that the Business Combination was advisable and fair to and in the best interest of FPAC and its stockholders and unanimously approved the Merger Agreement and the Business Combination. The FPAC board also determined that Global Blue would satisfy value requirement under FPAC’s amended and restated certificate of incorporation that the target of FPAC’s Initial Business Combination have a fair market value of at least 80% of the funds in the Trust Account (with certain exclusions). Mr. Farley and Mr. Bonanno undertook to keep the board apprised of developments over the ensuing 24-48 hours, and to reconvene a meeting if warranted.

On January 15-16, 2020, STB, ML, Silver Lake, PJT, Global Blue, Niederer Kraft Frey AG, Swiss counsel to Global Blue, B&K, Deloitte, FPAC, BH, Third Point and FTI participated in a series of conference calls to finalize all documentation and discuss signing and public announcement logistics. ML discussed the terms of the Primary PIPE Subscription Agreement with representatives of each of the Primary PIPE Investors and finalized the form of such agreement. B&K provided ML with their comments on the Merger Agreement and ML circulated a revised draft of the Merger Agreement to STB, Mr. Farley, Mr. Bonanno and BH. Aon circulated a draft of the RWI policy to ML who forwarded to Mr. Bonanno and Mr. Farley. ML circulated a substantially final draft of the Disclosure Schedules and Merger Agreement to both Mr. Bonanno and Mr. Farley, as well as Aon, for review.

During the week commencing January 13, 2020, Mr. Farley, Mr. Stern, the Brunswick team and the Credit Suisse team held a call to discuss the post-announcement investor call. Multiple drafts of the announcement press

 

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release and FPAC’s Current Report on Form 8-K announcing the transaction were circulated for review and comments.

Also on January 15-16, 2020, FPAC, Third Point, Silver Lake, and respective legal advisors held calls for Third Point and Silver Lake to resolve the remaining open points related to the Shareholders Agreement, Relationship Agreement and Registration Rights Agreement, including in particular, the post-closing lock-up periods, as well as the terms of the Third Point’s Secondary PIPE Investment.

On January 15, 2020, each of the Primary PIPE Investors executed and delivered to ML subscription agreements in respect of their PIPE investments, and ML provided copies of the executed agreements to STB. STB provided to ML an executed copy of Ant Financial’s Secondary PIPE Investment agreement.

On January 16, 2020, after relevant comments and updated drafts of the Merger Agreement and other various agreements were shared with and agreed to by the parties, ML, STB and BH circulated the execution versions of the Merger Agreement, including the Disclosure Schedules and all exhibits, the Voting and Support Agreement, the Shareholders Agreement, the Relationship Agreement, Third Point’s Secondary PIPE Investment agreement and various other documents to be delivered concurrently with the signing. ML circulated a final draft of the Merger Agreement to Aon, as well as an executed version of the Merger Agreement. The RWI was confirmed to be in effect on January 16, 2020.

STB, ML and BH released signatures on behalf of their clients early in the morning of January 16, 2020. Prior to the opening of the U.S. capital markets, the press release was released and FPAC’s Current Report on Form 8-K was filed with the SEC. FPAC and Global Blue hosted an investor call to discuss the Business Combination at 9:30 AM EST.

FPAC’s Board of Directors’ Reasons for the Approval of the Business Combination

On January 14, 2020, FPAC’s board unanimously (i) approved the Merger Agreement and the transactions contemplated thereby, (ii) determined that the Business Combination is advisable and fair to and in the best interests of FPAC and its stockholders and (iii) recommended that FPAC’s stockholders approve the Business Combination Proposal and the other proposals described herein.

In evaluating the Business Combination and making these determinations and this recommendation, FPAC’s board consulted with FPAC’s management and with ML and FTI, and considered a number of factors, including, but not limited to, the factors discussed below. In light of the wide number and complexity of the factors considered in connection with its evaluation of the Business Combination, the board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The FPAC board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the FPAC board’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Forward-Looking Statements.”

The FPAC board considered a number of factors pertaining to the Business Combination as generally supporting its decision to approve the entry into the Merger Agreement and the transactions contemplated thereby, including but not limited to, the following material factors:

Macroeconomic Growth Drivers. Global Blue is exposed to multiple macroeconomic growth drivers, namely emerging market wealth growth, VAT dynamics and digitalization of export validation, which underpin the long-term growth potential of the business.

Leading Global Player. Global Blue is the global leader in the TFS market, with approximately 70% share of the third-party serviced market segment, serving clients in more than 40 TFS countries across EMEA, APAC, and the Americas.

 

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Access to a Large Transactional Database. As a result of Global Blue’s market position, global presence and tenure in the market, it has collected a meaningful amount of data. As a result, Global Blue has recently launched a new set of solutions (see “Information Related to Global Blue—Global Blue’s Business—Global Blue’s Strategy—Management strategy to boost growth of TFS—Increasing TFS segment share by being the leader in product innovation and digitalization”), which the FPAC board believes could represent a new channel for revenue generation.

Consistent Investment in Technology Platform. Global Blue has invested significant amounts in technology in recent years. With multiple large releases for merchants, international shoppers, and customs currently in the early- to mid-adoption curve, there is a growth opportunity once fully rolled-out.

High Quality Portfolio of Brands. Global Blue has longstanding relationships with iconic luxury brands (an average of more than 20 years for the top-20 luxury brands) with low historical churn rates.

Potential Bolt-on Acquisitions. As a result of the depth of the portfolio and the resulting access to the c-suite at the respective brands, the FPAC board perceived there to be an opportunity to cross-sell, over time, new services and solutions to these merchants. The adjacent verticals identified by FPAC and Global Blue management were information services, consumer digital marketing, technology and payments at point-of-sale, and added value payment services.

Attractive Entry Valuation. The implied acquisition multiple of 12.1x forecasted Adjusted EBITDA for the financial year ending March 31, 2021 (see “Certain Projected Financial Information”), represents a discount to a broad range of relevant peer groups, including integrated network players, payment players, and payment network.

Unique Shareholder. The opportunity to partner with Ant Financial, amongst the leading global payment firms, represented an opportunity for future accretive commercial collaborations between Global Blue and Ant Financial.

Global Blue’s Experienced and Proven Management Team. The FPAC board’s belief, after discussion with management, that Global Blue’s service management team is talented and experienced, with the ability to effectively execute Global Blue’s strategy.

Other Alternatives. The FPAC board’s belief, after a thorough review of other business combination opportunities reasonably available to FPAC, many of which the board believed were highly attractive, that the proposed Business Combination represents the best potential business combination for FPAC based upon the process utilized to evaluate and assess other potential acquisition targets.

Terms of the Merger Agreement. The FPAC board considered the terms and conditions of the Merger Agreement and the transactions contemplated thereby, including the Business Combination.

The Role of the Independent Directors. The FPAC board is comprised of a majority of independent directors who are not affiliated with our Founder and its affiliates. In connection with the Business Combination, FPAC’s independent directors, Stanley A. McChrystal, Nicole Seligman and Laurence A. Tosi, evaluated the proposed terms of the Business Combination. FPAC’s independent directors evaluated and unanimously approved, as members of the FPAC board, the Merger Agreement and the transactions contemplated therein, including the Business Combination.

The board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

Benefits Not Achieved. The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

 

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Liquidation of FPAC. The risks and costs to FPAC if the Business Combination is not completed, including the risk of diverting FPAC’s officers’ and directors’ focus and resources from other businesses combination opportunities, which could result in FPAC being unable to effect an Initial Business Combination by September 14, 2020 and force FPAC to liquidate and the Warrants to expire worthless.

Exclusivity. The fact that the Merger Agreement includes an exclusivity provision that restricts FPAC’s ability to consider other potential business combinations, which in the event the Business Combination is not completed could result in FPAC being unable to complete an Initial Business Combination prior to September 14, 2020.

Stockholder Vote; Redemptions. The risk that FPAC’s stockholders may fail to provide the respective votes necessary to effect the Business Combination, or that a large number of FPAC stockholders may seek redemption of their Public Shares and adversely impact the post-Closing liquidity of the New Global Blue Shares.

Closing Conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within FPAC’s control.

Other Risks. Various other risks associated with the Business Combination, the business of FPAC and the business of Global Blue described under “Risk Factors.”

In addition to considering the factors described above, the board also considered that:

Interests of Certain Persons. The officers and some of the directors of FPAC may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of FPAC’s stockholders (see “Certain Relationships and Related Person Transactions”). FPAC’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving, as members of the FPAC board, the Merger Agreement and the transactions contemplated therein, including the Business Combination.

The board concluded that the potential benefits that it expected FPAC and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the board unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Business Combination, were advisable, fair to, and in the best interests of, FPAC and its stockholders. The foregoing discussion of the information and factors considered by FPAC’s board of directors is not meant to be exhaustive, but includes the material information and factors considered by FPAC’s board of directors.

Certain Projected Financial Information

The inclusion of financial projections in this proxy statement/prospectus should not be regarded as an indication that FPAC, the FPAC board, Global Blue, New Global Blue, or their respective affiliates, advisors or other representatives considered, or now considers, such financial projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. The financial projections are not facts and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus, including investors or stockholders, are cautioned not to place undue reliance on this information. You are cautioned not to rely on the financial projections in making a decision regarding the transaction, as the financial projections may be materially different than actual results. New Global Blue will not refer back to the financial projections in its future periodic reports filed under the Exchange Act.

The financial projections reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Global Blue’s business, all of which are difficult to predict and many of which are beyond Global Blue’s and

 

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FPAC’s control. The financial projections are forward looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond Global Blue’s and FPAC’s control, such as, for example, the coronavirus outbreak that will have a sizable negative impact on Global Blue’s business, results of operations and financial condition, and is not taken into account in the financial projections below. These and various other risks and uncertainties are included in the “Risk Factors,” “Global Blue’s Management’s Discussion and Analysis of Financial Condition and Results of Operation” and “Forward-Looking Statements” sections of this proxy statement/prospectus. As a result, there can be no assurance that the financial projections described below will be realized or that actual results will not be significantly higher or lower than projected. Since the financial projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments.

The financial projections included in this proxy statement/prospectus have been prepared by, and are the responsibility of, Global Blue’s management. Neither PricewaterhouseCoopers SA nor WithumSmith+Brown, PC has audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the accompanying financial projections and accordingly, PricewaterhouseCoopers SA or WithumSmith+Brown, PC expresses no opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers SA report included in this proxy statement/prospectus relates to Global Blue’s previously issued financial statements, and the WithumSmith+Brown, PC report included in this proxy statement/prospectus relates to FPAC’s previously issued financial statements. These reports of PricewaterhouseCoopers SA and WithumSmith+Brown, PC do not extend to the financial projections and should not be read to do so.

Furthermore, the financial projections do not take into account any circumstances or events occurring after the date they were prepared, which was in August 2019. Nonetheless, a summary of the financial projections is provided in this proxy statement/prospectus because they were made available to FPAC and FPAC’s board of directors in connection with their review of the proposed Business Combination.

EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS A SUMMARY OF THE FINANCIAL PROJECTIONS FOR GLOBAL BLUE, EACH OF FPAC, NEW GLOBAL BLUE AND GLOBAL BLUE UNDERTAKE NO OBLIGATIONS AND EXPRESSLY DISCLAIM ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE FINANCIAL PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE FINANCIAL PROJECTIONS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE FINANCIAL PROJECTIONS ARE SHOWN TO BE IN ERROR OR CHANGE.

Global Blue provided FPAC with its internally prepared financial projections, including its forecast for the financial years ended March 31, 2020 and 2021 as well as medium-term objectives for the following financial years up to March 31, 2024. Global Blue does not, as a matter of general practice, publicly disclose financial projections of their future performance. The financial projections were prepared solely for internal use and not with a view toward public disclosure, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The financial projections were requested by, and disclosed to, FPAC for use as a component in its overall evaluation of Global Blue, and are included in this proxy statement/prospectus because they were provided to FPAC’s board of directors for its evaluation of the Business Combination.

Forecast for the financial years ending March 31, 2020 and 2021

The forecast for the financial years ending March 31, 2020 and 2021, as presented herein, is unchanged from what was provided to FPAC and its board of directors in conjunction with their evaluation of the Business

 

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Combination and excludes any impact from macroeconomic factors such as travel disruptions (including coronavirus) or foreign exchange rate fluctuations after the forecast was prepared in August 2019. The forecast further assumes no changes to existing VAT and VAT refund scheme regulation, including as could result from Brexit. The forecast for the financial year ending March 31, 2021 also does not include additional costs related to a U.S. listing, such as (i) costs for Sarbanes-Oxley Act compliance, including additional hires to expand the Global Blue finance and compliance teams, (ii) costs of having NYSE-listed securities, and (iii) costs related to independent board members.

FPAC has been informed by Global Blue that as a result of the recent coronavirus outbreak, Global Blue is experiencing a sizable reduction in its SiS, including as a result of the restrictions on travel from and to China and consumer apprehension with respect to traveling more generally. Although Global Blue cannot provide assurance that the coronavirus outbreak will be similar to prior travel disruptions, an assessment by Global Blue’s management of historical health-related travel disruptions (e.g., SARS and MERS) and other travel disruptions (e.g., natural disasters, terrorist attacks, and civil unrest) has illustrated that financial results are affected during the impacted period and typically recover as a result of a normalization of travel demand and longer-term structural macroeconomic growth tailwinds.

Given the evolving nature of the coronavirus outbreak, the duration of the travel impact and the related financial impact cannot be accurately and reasonably quantified at this time. The forecasts included herein do not include the negative impact of the coronavirus outbreak or any related macroeconomic or microeconomic factors related to the outbreak, which are expected to reduce performance relative to the originally provided forecasts for the financial year ended March 31, 2020 and the financial year ended March 31, 2021 (which ultimately will be affected by the duration and magnitude of the outbreak).

Medium-term objectives

The medium-term objectives for the following financial years up to March 31, 2024 provided by Global Blue to FPAC indicated that they were similarly influenced by a number of factors and were based on certain assumptions as described below. In preparing these medium-term objectives, Global Blue evaluated the developments supporting the long-term growth trends experienced between April 1, 2010 and March 31, 2019. In addition, Global Blue generally assumed that there would be no changes in existing political, legal, fiscal, market or economic conditions or in applicable legislation, regulations or rules (including, but not limited to, accounting policies and accounting treatments) or movements in foreign exchanges rates, which, individually or in the aggregate, could have a material adverse effect on Global Blue’s results of operations or financial condition; and that Global Blue would not become party to any litigation or administrative proceeding that might have a material impact on Global Blue. In addition, Global Blue assumed a constant perimeter, which means that despite its expectation that at least 10 countries would adopt VAT refund schemes operated by TFS providers in the next five years (of which two, i.e., Serbia and Kazakhstan, already have) and that Brexit will represent a new market opportunity, Global Blue created its medium-term objectives only based on the countries it operated in as of the date the forecasts were prepared. The medium-term objectives are based on organic growth, meaning that no bolt-on or other acquisitions are included.

 

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The key elements of the forecasts for the financial years ending March 31, 2020 and 2021 provided by management of Global Blue to FPAC are summarized in the table below:

 

     For the Financial Year
Ending March 31
         2020