0001193125-20-151972.txt : 20200527 0001193125-20-151972.hdr.sgml : 20200527 20200527061109 ACCESSION NUMBER: 0001193125-20-151972 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200527 DATE AS OF CHANGE: 20200527 GROUP MEMBERS: SILVER LAKE TECHNOLOGY ASSOCIATES III CAYMAN, L.P. GROUP MEMBERS: SL GLOBETROTTER GP, LTD. GROUP MEMBERS: SL GLOBETROTTER, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Far Point Acquisition Corp CENTRAL INDEX KEY: 0001735858 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-90520 FILM NUMBER: 20912682 BUSINESS ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 715-3880 MAIL ADDRESS: STREET 1: 390 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Silver Lake (Offshore) AIV GP III, Ltd. CENTRAL INDEX KEY: 0001487793 IRS NUMBER: 980579475 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O SILVER LAKE PARTNERS STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-233-8143 MAIL ADDRESS: STREET 1: C/O SILVER LAKE PARTNERS STREET 2: 2775 SAND HILL ROAD, SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13D 1 d937414dsc13d.htm SC 13D SC 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

( Amendment No.     )*

 

 

FAR POINT ACQUISITION CORPORATION

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

30734W109

(CUSIP Number)

Karen M. King, Esq.

Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, CA 94025

(650) 233 8120

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

With copies to:

Michael Wolfson, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York NY 10017

(212) 455-2000

May 17, 2020

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP NO. 30734W109       Page 2 of 14

 

  1.    

  Names of Reporting Persons.

 

  SL Globetrotter, L.P.

  2.    

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC Use Only

 

  4.    

  Source of Funds (See Instructions)

 

  OO

  5.    

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or Place of Organization

 

  Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with:

    7.     

  Sole Voting Power

 

  0

  8.     

  Shared Voting Power

 

  9,487,500

  9.     

  Sole Dispositive Power

 

  0

  10.     

  Shared Dispositive Power

 

  9,487,500

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  9,487,500

12.    

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.    

  Percent of Class Represented by Amount in Row (11)

 

  15.0%

14.    

  Type of Reporting Person (See Instructions)

 

  PN


CUSIP NO. 30734W109       Page 3 of 14

 

  1.    

  Names of Reporting Persons.

 

  SL Globetrotter GP, Ltd.

  2.    

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC Use Only

 

  4.    

  Source of Funds (See Instructions)

 

  OO

  5.    

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or Place of Organization

 

  Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with:

    7.     

  Sole Voting Power

 

  0

  8.     

  Shared Voting Power

 

  9,487,500

  9.     

  Sole Dispositive Power

 

  0

  10.     

  Shared Dispositive Power

 

  9,487,500

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  9,487,500

12.    

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.    

  Percent of Class Represented by Amount in Row (11)

 

  15.0%

14.    

  Type of Reporting Person (See Instructions)

 

  CO


CUSIP NO. 30734W109       Page 4 of 14

 

  1.    

  Names of Reporting Persons.

 

  Silver Lake Technology Associates III Cayman, L.P.

  2.    

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC Use Only

 

  4.    

  Source of Funds (See Instructions)

 

  OO

  5.    

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or Place of Organization

 

  Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with:

    7.     

  Sole Voting Power

 

  0

  8.     

  Shared Voting Power

 

  9,487,500

  9.     

  Sole Dispositive Power

 

  0

  10.     

  Shared Dispositive Power

 

  9,487,500

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  9,487,500

12.    

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.    

  Percent of Class Represented by Amount in Row (11)

 

  15.0%

14.    

  Type of Reporting Person (See Instructions)

 

  PN


CUSIP NO. 30734W109       Page 5 of 14

 

  1.    

  Names of Reporting Persons.

 

  Silver Lake (Offshore) AIV GP III, Ltd.

  2.    

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.    

  SEC Use Only

 

  4.    

  Source of Funds (See Instructions)

 

  OO

  5.    

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6.    

  Citizenship or Place of Organization

 

  Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with:

    7.     

  Sole Voting Power

 

  0

  8.     

  Shared Voting Power

 

  9,487,500

  9.     

  Sole Dispositive Power

 

  0

  10.     

  Shared Dispositive Power

 

  9,487,500

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  9,487,500

12.    

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13.    

  Percent of Class Represented by Amount in Row (11)

 

  15.0%

14.    

  Type of Reporting Person (See Instructions)

 

  CO


Item 1. Security and Issuer

This Schedule 13D (this “Schedule 13D”) relates to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Far Point Acquisition Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 18 West 18th Street, New York, NY 10011.

Item 2. Identity and Background

(a) and (f). This Schedule 13D is being filed jointly on behalf of the following persons (collectively, the “Reporting Persons”):

1. SL Globetrotter, L.P., an exempted limited partnership organized under Cayman Islands law (“Globetrotter”),

2. SL Globetrotter GP, Ltd., an exempted company incorporated under Cayman Islands law (“Globetrotter GP”),

3. Silver Lake Technology Associates III Cayman, L.P., an exempted limited partnership organized under Cayman Islands law (“SLTA III Cayman”), and

4. Silver Lake (Offshore) AIV GP III, Ltd., an exempted company incorporated under Cayman Islands law (“SL III Offshore Ltd” and, together with Globetrotter, Globetrotter GP and SLTA III Cayman, “Silver Lake”).

The Reporting Persons have entered into an agreement of joint filing, a copy of which is attached hereto as Exhibit A.

(b) and (c). The general partner of Globetrotter is Globetrotter GP. The sole shareholder of Globetrotter GP is SLTA III Cayman. The general partner of SLTA III Cayman is SL III Offshore Ltd. Certain information concerning the identity and background of each of the directors of SL III Offshore Ltd and Globetrotter GP is set forth in Annex A attached hereto, which is incorporated herein by reference in response to this Item 2.

The principal business of Globetrotter is to hold and/or invest in securities. The principal business of Globetrotter GP is to serve as the general partner of Globetrotter. The principal business of SLTA III Cayman is to serve as the sole shareholder of Globetrotter GP and to manage investments through other partnerships and limited liability companies. The principal business of SL III Offshore Ltd is to serve as the general partner of SLTA III Cayman and to manage investments through other partnerships and limited liability companies.

The principal office of each of the Reporting Persons is located at c/o Silver Lake, 2775 Sand Hill Road, Suite 100, Menlo Park, CA 94025.

(d) and (e). None of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Annex A attached hereto has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Globetrotter, acting through Globetrotter GP as its general partner, purchased the 9,487,500 shares of Class A Common Stock reported herein (including all voting rights) for an aggregate purchase price of $97,827,426.53. The source of funds for such purchases was from general funds available to Globetrotter, including capital contributions from its investors.

Item 4. Purpose of Transaction

The information set forth in or incorporated by reference in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.


On January 16, 2020, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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, (“New Global Blue”), Global Blue US Holdco LLC, Global Blue US Merger Sub Inc. (“US Merger Sub”), Global Blue Holding L.P. (“Cayman Holdings”), the individuals named therein (the “Management Sellers” and, together with Globetrotter and Cayman Holdings, the “Seller Parties”), Global Blue Group AG (“Global Blue”), Thomas W. Farley, solely in his capacity as the FPAC Shareholders’ Representative (as defined in the Merger Agreement), solely for purposes of Sections 2.20 and 8.01 thereof, Far Point LLC, and Jacques Stern, solely in his capacity as the Management Representative (as defined in the Merger Agreement), 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 for a mix of cash and ordinary shares of New Global Blue, and in certain circumstances, preferred shares of New Global Blue, and (b) US Merger Sub, a wholly-owned indirect subsidiary of New Global Blue, merging with and into the Issuer, with the Issuer being the surviving corporation in the merger (the “Merger”). References to and descriptions of the Merger Agreement set forth above are not intended to be complete and are qualified in their entirety by reference to the full text of such agreement or document, which is filed as an exhibit hereto and is incorporated by reference herein. The transactions contemplated by the Merger Agreement, including the Merger, are referred to herein as the “Transactions”.

In connection with the Transactions, the Issuer, New Global Blue, Global Blue, Globetrotter, Far Point LLC (the “Founder”) and Third Point Ventures LLC entered into a Voting and Support Agreement (the “Voting and Support Agreement”), pursuant to, and on the terms and subject to the conditions of, which each of Founder and Third Point Ventures LLC unconditionally and irrevocably agreed, among other things, to vote its shares of Issuer, and take certain other actions, in support of the Transactions.

Additionally, concurrently with the execution and delivery of the Merger Agreement, New Global Blue, Globetrotter and Cayman Holdings, as applicable, entered into certain share purchase and contribution agreements (the “Share Purchase and Contribution Agreements”) with the following, as applicable, (i) Issuer and certain affiliates of Third Point LLC, an affiliate of Issuer and (ii) Antfin (Hong Kong) Holding Limited (“Antfin”). Pursuant to these share purchase and contribution agreements, the affiliates of Third Point and Antfin committed to purchase, concurrently with the closing of the Transactions, ordinary shares of Global Blue from Globetrotter and Cayman Holdings, as applicable, for an aggregate purchase price of up to $100.0 million, in the case of the Third Point affiliates, and equal to $125.0 million, in the case of Antfin, at $10.00 per share.

Additionally, concurrently with the execution and delivery of the Merger Agreement, a letter agreement was entered into by and among Cloudbreak Aggregator LP (“Backstop Provider”), certain affiliates of Third Point LLC and Globetrotter, whereby the parties agreed that Globetrotter has third party beneficiary rights to specifically enforce (i) the obligations of such affiliates of Third Point to provide equity financing to Backstop Provider pursuant to an equity commitment letter and (ii) Issuer’s rights under that certain forward purchase agreement dated as of May 18, 2018 (the “Forward Purchase Agreement”). The Forward Purchase Agreement provides that to the extent holders of Issuer common stock redeem more than 20,000,000 shares of Issuer common stock, Backstop Provider will purchase shares of Issuer common stock at $9.50 per share, for an aggregate purchase price equal to the total number of Issuer common stock in excess of 20,000,000 redeemed, multiplied by $10.00.

Additionally, concurrently with the execution and delivery of the Merger Agreement, Issuer, the Founder, Globetrotter and New Global Blue entered into a Founder Shares Surrender Agreement (the “Founder Shares Surrender Agreement”), which provides that the Founder will at the closing of the Transactions 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 Issuer’s Class B Common Stock (the “Surrendered Shares”) and New Global Blue shall immediately cancel the Surrendered Shares. In addition to the Founder Share Surrender Agreement, the Merger Agreement provides that in connection with the Transactions, the Founder will contribute to New Global Blue 2,500,000 shares of the Issuer’s Class B Common Stock, and that 2,500,000 shares of New Global Blue will be delivered to a nominee that will hold such shares for future delivery to the Founder upon the achievement of certain future New Global Blue share trading levels.

Additionally, concurrently with the execution and delivery of the Merger Agreement, New Global Blue, Issuer and certain third-party investors (the “Primary PIPE Investors”) entered into share subscription agreements (the “Share Subscription Agreements”) pursuant to which the Primary PIPE Investors have committed to subscribe for and purchase, concurrently with the closing of the Transactions, 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.


References to and descriptions of the Merger Agreement, the Voting and Support Agreement, the Share Purchase and Contribution Agreement, the Founder Shares Surrender Agreement, and the form of Share Subscription Agreements set forth above are not intended to be complete and are qualified in their entirety by reference to the full text of such agreement or document, each of which is filed as an exhibit hereto and is incorporated by reference herein.

The Reporting Persons acquired the securities reported herein with the intention of supporting the Transactions, including by voting the shares of Class A Common Stock beneficially owned by them for the Merger at the shareholders meeting to be called by the Issuer to vote on the Merger and other proposals related to the Merger to be voted upon at the shareholders meeting (the “Vote Proposals”). In furtherance of the foregoing, on May 23, 2020, representatives of Globetrotter proposed to the Issuer the following changes to the terms of the Transactions (the “Proposed Enhancements”), which Globetrotter believes will make the Transactions more attractive to the Issuer and its security holders, and therefore more likely to vote their shares in favor of the Proposals: (i) convert the approximately $168 million cash dividend which will be due to the Global Blue shareholders pursuant to the terms of the Merger Agreement to common stock, (ii) discuss ways to target $1.00+ in value per Issuer warrant paid in connection with closing of the Transactions, (iii) Global Blue shareholders matching share-for-share every Founder share that the Founder agrees to convert to an earn-out share and (iv) collaborate with Issuer to reduce transaction fees and expenses. References to and descriptions of the Proposed Enhancements are not intended to be complete and are qualified in their entirety by reference to the full text of the memo delivered to the Issuer setting forth the Proposed Enhancements, which is filed as an exhibit hereto and is incorporated by reference herein.

At any time and from time to time, the Reporting Persons may acquire additional shares of Class A Common Stock or securities convertible, exchangeable or exercisable for or into shares of Class A Common Stock (including Issuer’s warrants), redeem the shares of Class A Common Stock in connection with Issuer’s business combination or liquidation or dispose of any or all of the shares of Class A Common Stock (or securities convertible, exchangeable or exercisable for or into shares of Class A Common Stock) (including, without limitation, distributing or otherwise transferring some or all of such securities to such Reporting Person’s members, partners, stockholders or beneficiaries, as applicable, transferring such securities to affiliated or other transferees, or entering into a total return swap, asset swap or repurchase transaction in connection with a financing), depending upon an ongoing evaluation of its investment and the Merger and/or other investment considerations.

Each Reporting Person, solely in its capacity as a shareholder or other security holder of the Issuer, may engage in communications with one or more other shareholders or other security holders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer and/or one or more representatives of the Issuer regarding the Issuer. Each of the Reporting Persons, in its capacity as a shareholder or other security holder of the Issuer, may discuss ideas that, if effected, may relate to or result in any of the matters listed in Items 4(a) through (j) of Schedule 13D.

Other than as described above, none of the Reporting Persons nor, to the knowledge of each Reporting Person, any individuals listed in Annex A attached hereto, currently has any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a) through (j) of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose and/or formulate plans or proposals with respect thereto. As a result of these activities, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management, or capital structure of the Issuer with a view to supporting the Transactions. Such suggestions or positions may include one or more plans or proposals that relate to or would result in any of the actions described in Items 4(a) through (j) of Schedule 13D.

Item 5. Interest in Securities of the Issuer

The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 is incorporated by reference in its entirety into this Item 5.

(a) – (b) The Reporting Persons may be deemed to beneficially own 9,487,500 shares of the Issuer’s Class A Common Stock, or 15.0% of the Class A Common Stock outstanding.


Calculations of beneficial ownership and voting power described herein are based on 63,250,000 shares of Class A Common Stock of the Issuer outstanding as of May 8, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed on May 8, 2020.

Information with respect to the beneficial ownership of Class A Common Stock by the individuals listed in Annex A is set forth in Annex A attached hereto and incorporated herein by reference in response to this Item 5.

(c) Except as set forth in this Schedule 13D and Annex B, none of the Reporting Persons have effected any transaction with respect to the Class A Common Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth or incorporated in Items 3 and 4 are incorporated by reference in its entirety into this Item 6.

Item 7. Material to Be Filed as Exhibits

 

A.

Joint Filing Agreement by and among the Reporting Persons.

 

B.

Agreement and Plan of Merger by and among Far Point Acquisition Corporation, SL Globetrotter, L.P., Global Blue Group Holding AG, Global Blue US Holdco LLC, Global Blue US Merger Sub Inc., Global Blue Holding L.P. and the other parties thereto, dated as of January 16, 2020 (incorporated herein by reference from Exhibit 2.1 to the Issuer’s Current Report on Form 8-K/A filed on January 21, 2020).

 

C.

Voting and Support Agreement, dated as of January 16, 2020, by and among Far Point Acquisition Corporation, Global Blue Group AG, SL Globetrotter, L.P., Global Blue Group Holding AG, Far Point LLC and Third Point Ventures LLC (incorporated herein by reference from Exhibit 10.5 to the Issuer’s Current Report on Form 8-K/A filed on January 21, 2019).

 

D.

Share Purchase and Contribution Agreement, dated as of January 16, 2020, by and among 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., Global Blue Group Holding AG, SL Globetrotter, L.P. and Far Point Acquisition Corporation (solely for purposes of Section 7 and Sections 14a, 14.d and 14.m therein) (incorporated herein by reference from Exhibit 10.3 to New Global Blue’s Registration Statement on Form F-4 filed on February 24, 2020).

 

E.

Share Purchase and Contribution Agreement, dated as of January 15, 2020, by and among Antfin (Hong Kong) Holding Limited, Global Blue Group Holding AG and SL Globetrotter, L.P. (incorporated herein by reference from Exhibit 10.4 to the Issuer’s Current Report on Form 8-K/A filed January 21, 2019).

 

F.

Founder Shares Surrender Agreement, dated as of January 16, 2020, by and among Far Point Acquisition Corporation, Far Point LLC, SL Globetrotter, L.P. and Global Blue Group Holding AG (incorporated herein by reference from Exhibit 10.6 to the Issuer’s Current Report on Form 8-K/A filed January 21, 2019).

 

G.

Form of Share Subscription Agreement (incorporated herein by reference from Exhibit 10.1 to the Issuer’s Current Report on Form 8-K/A filed on January 21, 2019).

 

H.

Memo dated May 23, 2020 from SL Globetrotter, L.P. to Issuer regarding the Proposed Enhancements.


Signatures

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: May 27, 2020

 

SL GLOBETROTTER, L.P.
By:   SL Globetrotter GP, Ltd., its general partner
By:  

/s/ Joseph Osnoss

  Name:   Joseph Osnoss
  Title:   Director
SL GLOBETROTTER GP, LTD.
By:  

/s/ Joseph Osnoss

  Name:   Joseph Osnoss
  Title:   Director
SILVER LAKE TECHNOLOGY ASSOCIATES III CAYMAN, L.P.
By:   Silver Lake (Offshore) AIV GP III, Ltd., its general partner
By:  

/s/ Karen M. King

  Name:   Karen M. King
  Title:   Director
SILVER LAKE (OFFSHORE) AIV GP III, LTD.
By:  

/s/ Karen M. King

  Name:   Karen M. King
  Title:   Director


Annex A-1

The following sets forth the name and principal occupation of each of the directors of Silver Lake (Offshore) AIV GP III, Ltd., each of whom is a citizen of the United States.

 

Name    Business Address    Principal Occupation
Michael Bingle   

c/o Silver Lake

55 Hudson Yards

550 West 34th Street, 40th Floor

New York, New York 10001

   Managing Partner and Managing Member of Silver Lake Group, L.L.C.
Egon Durban   

c/o Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, California 94025

   Co-CEO and Managing Member of Silver Lake Group, L.L.C.
Kenneth Hao   

c/o Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, California 94025

   Chairman and Managing Member of Silver Lake Group, L.L.C.
Karen King   

c/o Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, California 94025

   Managing Director of Silver Lake Group, L.L.C.
Greg Mondre   

c/o Silver Lake

55 Hudson Yards

550 West 34th Street, 40th Floor

New York, New York 10001

   Co-CEO and Managing Member of Silver Lake Group, L.L.C.
Andrew Schader   

c/o Silver Lake

55 Hudson Yards

550 West 34th Street, 40th Floor

New York, New York 10001

   Managing Director of Silver Lake Group, L.L.C.
Joe Osnoss   

c/o Silver Lake

55 Hudson Yards

550 West 34th Street, 40th Floor

New York, New York 10001

   Managing Partner and Managing Director of Silver Lake Group, L.L.C.
Jason White   

c/o Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, California 94025

   Managing Director of Silver Lake Group, L.L.C.

None of the persons listed above beneficially owns any shares of Class A Common Stock of the Issuer.


Annex A-2

The following sets forth the name and principal occupation of each of the directors of SL Globetrotter GP, Ltd., each of whom is a citizen of the United States.

 

Name    Business Address   Principal Occupation
Karen King   

c/o Silver Lake

2775 Sand Hill Road, Suite 100

Menlo Park, California 94025

  Managing Director of Silver Lake Group, L.L.C.
Joe Osnoss   

c/o Silver Lake

55 Hudson Yards

550 West 34th Street, 40th Floor

New York, New York 10001

  Managing Partner and Managing Director of Silver Lake Group, L.L.C.

None of the persons listed above beneficially owns any shares of Class A Common Stock of the Issuer.


Annex B

Transactions in the Past 60 Days by SL Globetrotter, L.P. (acting through SL Globetrotter GP, Ltd., as its general partner)

 

Date

  

Security

   Number of
Shares Acquired
     Weighted Avg.
Price Per Share
    

Nature of Transaction

05/17/2020    Class A Common Stock      4,882,717        $10.3153      Privately Negotiated Transactions
05/19/2020    Class A Common Stock      4,604,783        $10.3068      Privately Negotiated Transactions

 

EX-99.A 2 d937414dex99a.htm EXHIBIT A Exhibit A

Exhibit A

JOINT FILING AGREEMENT

PURSUANT TO RULE 13D-1(K)(1)

The undersigned acknowledge and agree that the Statement on Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Class A Common Stock, par value $0.0001 per share, of Far Point Acquisition Corporation, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned that is named as a reporting person in such filing without the necessity of filing an additional joint filing agreement. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate. This joint filing agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.

Dated: May 27, 2020

 

SL GLOBETROTTER, L.P.
By:   SL Globetrotter GP, Ltd., its general partner
By:  

/s/ Joseph Osnoss

  Name:   Joseph Osnoss
  Title:   Director
SL GLOBETROTTER GP, LTD.
By:  

/s/ Joseph Osnoss

  Name:   Joseph Osnoss
  Title:   Director
SILVER LAKE TECHNOLOGY ASSOCIATES III CAYMAN, L.P.
By:   Silver Lake (Offshore) AIV GP III, Ltd., its general partner
By:  

/s/ Karen M. King

  Name:   Karen M. King
  Title:   Director
SILVER LAKE (OFFSHORE) AIV GP III, LTD.
By:  

/s/ Karen M. King

  Name:   Karen M. King
  Title:   Director

[Joint Filing Agreement]

EX-99.H 3 d937414dex99h.htm EXHIBIT H Exhibit H

Exhibit H

SL Globetrotter, L.P.

May 23, 2020

To the FPAC Board of Directors:

We write to emphasize that Global Blue (“GB”) shareholders remain committed to the business combination with FPAC. We have backed this with ~$100M in fresh equity recently invested in FPAC stock.

Silver Lake’s affiliate SL Globetrotter now owns 12% of FPAC’s shares, which we believe makes it FPAC’s largest shareholder not associated with Third Point.

With this backdrop, GB shareholders would be willing to offer material enhancements for FPAC’s shareholders and warrantholders in the interest of moving toward prompt consummation of the transaction. Specifically, we would be willing to:

 

  1)

Convert the ~$168M cash dividend which GB shareholders will be due to common stock valued at $10 per share, to bolster significantly GB’s liquidity and increase meaningfully the value to other FPAC holders.

 

  2)

Discuss ways to target $1.00+ in value per warrant, paid in connection with the transaction closing, which we believe would benefit all holders.

 

  3)

Match share-for-share every Founder share the Founder agrees to convert to an earn-out share, which would accrete further value to public holders.

 

  4)

Collaborate with FPAC to look to reduce transaction fees and expenses rather than unnecessarily incurring further costs that could be borne by ongoing holders.

Shareholder Perspectives

Global Blue’s shareholders believe in the long-term value of the GB enterprise.

 

   

GB has a history of growth, innovation, and leadership, including ~40 years of resiliency through multiple exogenous events affecting tax-free shopping, including prior contagious disease outbreaks.

 

   

COVID-19 is having more of a short-term impact on GB’s industries than prior downturns, but we believe GB is and will continue to be well-positioned versus its competitors in the tax-free shopping space.

 

   

Most travel-related companies have experienced negative results and/or withdrawn public guidance because of the pandemic. High-quality businesses – even those with limited short-term revenue – continue to have significant enterprise value, in anticipation of a recovery to normalcy.


   

Recently, certain destination countries for tax-free shopping have started to formulate plans to ease the lockdown, including reopening certain shops and borders.

 

   

GB has a valuable network of 300,000+ merchants across 50+ countries and has made significant investments in technology, data and marketing, including an expanded partnership with Ant Financial launched in connection with the FPAC deal announcement.

 

   

Upon closing, existing GB shareholders collectively will remain the largest shareholders. This transaction is not an “exit” or a “sale” for 100% cash. Rather, GB shareholders will have a powerful ongoing interest in long-term value creation.

 

   

This alignment would only be further bolstered by GB shareholders accepting additional common stock in lieu of the ~$168M cash dividend1 contemplated by the merger agreement with FPAC. We envision such stock would be unrestricted and valued at the signing price of $10 per share, which is a meaningful value enhancement GB shareholders would be providing to other shareholders and to warrantholders.

 

   

The Founder also has significant wherewithal to contribute to public shareholder and warrantholder value as part of this transaction if so desired. If the Founder were to convert Founder shares to earn-out shares, GB shareholders would be willing to match this concession share-for-share up to the full ~10.7M Founder shares that would otherwise be retained under any redemption scenario2.

We believe that voting in favor of the transaction is in the best interest of FPAC shareholders.

 

   

Shareholders should be empowered to have a choice between (a) participating in the future ownership of the company alongside the GB shareholders, the Founder, Ant Financial and the other committed PIPE investors, or (b) redeeming their FPAC shares as part of the transaction for cash in trust, currently above $10.30 per share (which, in turn, is higher than FPAC’s current trading price).

 

   

For this very reason, all recent SPACs of size,3 even those with substantial redemptions, have had both board support and favorable shareholder vote outcomes.

 

   

Rejection of the transaction by FPAC, either via a “no” vote or via termination of the merger agreement, would logically lead to a likely liquidation of FPAC beginning on September 14, 2020 according to its charter.

 

 

 

1 

Illustratively converted from €154M at current FX rates.

2 

Represents FPAC Class B common stock less Surrendered Shares and Excluded Founder Shares. Earn-out shares for both parties would have vesting conditions split evenly between stock price targets of $12, $13, and $14 per share.

3 

Having analyzed 36 SPACs of $250M+ since 2013.

 

2


   

And an improper termination of the merger agreement would expose FPAC to liability under the merger agreement.

 

   

Therefore, we expect a redemption for cash would return at least as much as the liquidation value and be paid in a more timely fashion.

 

   

Moreover, warrants would expire worthless in a liquidation.

 

   

Importantly, under the exclusivity terms of the merger agreement, neither FPAC nor Third Point may explore an alternative transaction while the GB deal is pending. This extends to indirect attempts using its financial or other advisors to make outreaches.

We believe that pro forma for the actions described herein, the company will have ample liquidity to operate for more than 12 months in a protracted travel restriction scenario.

 

   

Moody’s recently noted that GB currently has approximately €300M of liquidity before the transaction, and GB’s auditor confirmed with their opinion dated April 14 that the company can continue as a going concern for at least 12 months.

 

   

As noted, GB shareholders are willing to further bolster the balance sheet by forgoing their cash dividend entitlement of ~$168M. We believe that this coupled with cash on the balance sheet at closing and incremental RCF capacity already procured as part of the transaction will provide GB with ample access to liquidity and financing for more than 12 months post-closing, even if the current travel restrictions were to continue.

 

   

We estimate GB’s pro forma net leverage ratio on normalized metrics to be roughly half that of GB’s primary competitor in tax-free shopping. We also view the bank-committed interest rate on the post-merger debt of ~2% per annum to be highly attractive.

 

   

The covenant on the new debt is not tested until reporting of the September 2021 quarter, and its calculation gives GB additional flexibility in the form of a wide range of potential add-backs to EBITDA as well as liberal “equity cures.”

We view FPAC’s public warrants as undervalued by ~100% at recent trading levels.

 

   

Because of our confidence in the long-term prospects for Global Blue, we believe that FPAC’s warrants are significantly undervalued versus their long-term, post-closing potential in a combination with GB.

 

   

The warrants currently suffer from illiquidity, as well as uncertainty regarding whether the business combination will be consummated versus the possibility of FPAC being liquidated and the warrants expiring worthless.

 

   

The combination of these factors presents a potential opportunity to create value for shareholders – for example, via reduced long-term dilution – and warrantholders alike.

 

3


   

Possible alternatives, some of which have been employed by prior SPACs, include exchanging shares for warrants, reducing dilution by reducing the warrant conversion ratio in exchange for a cash payment, or purchasing warrants.

 

   

We believe that these solutions should target a value of at least $1 per warrant.

 

   

While we hope to cooperate with FPAC to achieve these benefits for shareholders and warrantholders, we are considering alternatives, even if they could entail additional capital commitment in our capacity as a GB shareholder and/or a FPAC shareholder.

Explanatory Note

This document is not intended to be a formal offer and it is not a binding proposal. Unless and until the relevant parties have executed and delivered definitive written documentation providing for the implementation of any offers or proposals, none of SL Globetrotter, L.P. or any of its affiliates or representatives, or any other person, will have any obligation or liability, in contract, tort or otherwise, with respect hereto or thereto.

 

4