Item 1.01. Entry Into a Material Agreement.
The BCA Amendment
On January 10, 2022, Trebia Acquisition Corp. ("Trebia") entered into Amendment
No. 2 to the Business Combination Agreement (the "BCA Amendment") by and among
S1 Holdco, LLC, a Delaware limited liability company ("S1 Holdco"), System1 SS
Protect Holdings, Inc., a Delaware corporation ("Protected" and, together with
S1 Holdco, collectively, "System1" or the "Companies") and the other parties
signatory thereto, which amends the Business Combination Agreement, dated
June 28, 2021 as amended by that certain Amendment No. 1 to the Business
Combination Agreement, dated November 30, 2021 by and among such parties
(collectively, the "Original Business Combination Agreement" and, as amended by
the BCA Amendment, the "Business Combination Agreement") in order to (i) replace
the Additional Seller Backstop Election (as defined below) with certain
modifications resulting in an increase to (x) the aggregate maximum Seller
Backstop Amount from $45.0 million to $50.0 million and (y) the Cannae Backstop
Amount from $200.0 million to $250.0 million, (ii) modify the lockup provision
in the form of Bylaws to be adopted at the Closing of the business combination
and (iii) give effect to the amended and restated terms of each of the A&R
Cannae Backstop Agreement (as defined below) and the A&R Sponsor Agreement (as
defined below), each as discussed in further detail below. Capitalized terms not
otherwise defined in this Current Report have the meanings assigned to them in
the Business Combination Agreement.
Seller Backstop Amount
Pursuant to the Original Business Combination Agreement, OpenMail, LLC ("Open
Mail"), Protected and certain members of OpenMail (collectively, the "Backstop
Sellers"), agreed to reduce the Closing Cash Consideration, which reduction (if
necessary to cover redemptions by Trebia's public shareholders) corresponded to
an increase in the Closing Seller Equity Consideration (the "Seller Backstop").
The Seller Backstop Amount (as contemplated in the Original Business Combination
Agreement) was based on the total value of the aggregate Trebia Class A Ordinary
Shares that are redeemed in connection with the special meeting of Trebia's
shareholders calculated at a price per share of $10.00 (the "Trebia Shareholder
Redemption Value"), which Seller Backstop Amount could not be less than $0 or
greater than $45,000,000, unless the Backstop Sellers agreed to exercise the
Additional Seller Backstop Election. Under the Additional Seller Backstop
Election, the Backstop Sellers could elect, but were not required, to increase
the Seller Backstop Amount to the extent the Trebia Shareholder Redemption Value
exceeded $462,500,000. As a result, if the Trebia Shareholder Redemption Value
exceeded $462,500,000 and the Backstop Sellers did not exercise the Additional
Seller Backstop Election, the minimum Closing Cash Condition necessary to
consummate the business combination under the terms of the Original Business
Combination Agreement would not have been satisfied.
Pursuant to the BCA Amendment, the parties agreed to remove the right of the
Backstop Sellers to exercise the Additional Seller Backstop Election in exchange
for the Backstop Sellers' agreement to an increase in the Seller Backstop Amount
in an amount equal to 50% of the Trebia Shareholder Redemption Value in excess
of $417,500,000 (if any), which Seller Backstop Amount could not be less than $0
or greater than $50,000,000. As a result of the BCA Amendment, consummation of
the transactions contemplated by the Business Combination Agreement is no longer
conditioned on the Backstop Sellers exercising the Additional Seller Backstop
Election if the Trebia Shareholder Redemption Value exceeds $417,500,000.
The foregoing description of the BCA Amendment is not complete and is qualified
in its entirety by reference to the BCA Amendment, which is attached as Exhibit
10.1 to this Current Report and incorporated herein by reference.
Form of Bylaws
Pursuant to the form of Bylaws referenced in the Original Business Combination
Agreement (the "Original Form of Bylaws"), shares issued as Closing Seller
Equity Consideration, including shares received in connection with certain
redemptions or exchanges pursuant to S1 Holdco's LLC operating agreement, were
subject to lockup provisions except for an amount of shares issuable to certain
parties to the Original Sponsor Agreement (as defined below), which amount was
equal to 50% of the total shares issued such parties. Pursuant to the amended
form of Bylaws referenced in the Business Combination Agreement as a result of
the BCA Amendment, the Additional Backstop Purchase Shares (as defined below)
and the Additional Cannae Founder Shares (as defined below) will not be subject
to such lockup provisions.
--------------------------------------------------------------------------------
The foregoing description of the modifications to the Original Form of Bylaws is
not complete and is qualified in its entirety by reference to the Amended Form
of Bylaws, which is attached as Exhibit 10.2 to this Current Report and
incorporated herein by reference.
The A&R Cannae Backstop Agreement
On January 10, 2022, Trebia entered into the Amended and Restated Backstop
Facility Agreement (the "A&R Backstop Agreement"), which amends and restates the
Backstop Facility Agreement, dated June 28, 2021 by and between Cannae Holdings,
Inc. ("Cannae") and Trebia (the "Original Backstop Agreement"), in order to
increase Cannae's aggregate backstop commitment by $50,000,000 (the "Additional
Cannae Backstop Commitment") from $200,000,000 to $250,000,000. The Additional
Cannae Backstop Commitment now obligates Cannae, to the extent that the total
Trebia Shareholder Redemption Value is in excess of $417,500,000, to backstop up
to 50% of the Trebia Shareholder Redemption Value in excess of $417,500,000 (the
"Additional Cannae Backstop Amount") by purchasing a number of shares of Trebia
Class A Common Stock equal to the actual Additional Cannae Backstop Amount (as
contemplated by the A&R Backstop Agreement) divided by $10 (the "Additional
Backstop Purchase Shares").
The foregoing description of the A&R Backstop Agreement is not complete and is
qualified in its entirety by reference to the A&R Backstop Agreement, which is
attached as Exhibit 10.3 to this Current Report and incorporated herein by
reference.
The A&R Sponsor Agreement
On January 10, 2022, Trebia entered into the Amended and Restated Sponsor
Agreement (the "A&R Sponsor Agreement") by and among BGPT Trebia LP (the "BGPT
Sponsor"), Trasimene Trebia, LP (the "Trasimene Sponsor" and, together with the
BGPT Sponsor, the "Sponsors") and the other parties signatory thereto, which
amends and restates the Letter Agreement, dated June 28, 2021 and as amended on
November 30, 2021 by and among such parties (the "Original Sponsor Agreement"),
in order to provide that the Sponsors will forfeit up to (a) 1,275,510 Founder
Shares (as defined in the Business Combination Agreement) (the "Initial Cannae
Founder Shares") to Trebia, and Trebia will issue to Cannae an equal number of
shares of Trebia Class A Common Stock in connection with, and based upon the
extent of, Cannae's existing backstop obligations under the Original Backstop
Agreement, (b) 1,000,000 Founder Shares to Trebia, and Trebia will issue to
members of management of the Companies an equal number of shares of Trebia Class
A Common Stock in connection with, and based upon the extent of, their backstop
obligations under the Business Combination Agreement, and (c) an additional
1,352,941 Founder Shares (the "Additional Cannae Founder Shares") to Trebia, and
Trebia will issue to Cannae an equal number of shares of Trebia Class A Common
Stock in connection with, and based upon the extent of, Cannae's obligation with
respect to the Additional Cannae Backstop Amount. The A&R Sponsor Agreement also
provides that the Additional Backstop Purchase Shares, the Additional Cannae
Founder Shares, and 50% of the Initial Cannae Founder Shares will not be subject
to the lockup provisions thereof.
The foregoing description of the A&R Sponsor Agreement is not complete and is
qualified in its entirety by reference to the A&R Sponsor Agreement, which is
attached as Exhibit 10.4 to this Current Report and incorporated herein by
reference.
Item 8.01. Other Events
On January 10, 2022, Trebia and System1, issued a press release (the "Press
Release") announcing the amendments to each of the Original Business Combination
Agreement, the Original Form of Bylaws, the Original Backstop Agreement and the
Original Sponsor Agreement. The Press Release is attached hereto as Exhibit 99.1
and incorporated by reference herein.
Important Information and Where to Find It
In connection with the proposed business combination (the "Business
Combination"), Trebia filed a registration statement on Form S-4, as amended,
which contains a proxy statement/prospectus (the "Proxy Statement/Prospectus"),
with the U.S. Securities and Exchange Commission ("SEC") and was distributed to
holders of Trebia ordinary shares in connection with Trebia's solicitation of
proxies for the vote by Trebia's shareholders in connection with the proposed
business combination with System1. Trebia also will file other documents
regarding the proposed transaction with the SEC related to the proposed business
combination. Trebia
--------------------------------------------------------------------------------
and System1 urge investors, shareholders and other interested persons to read
the Proxy Statement/Prospectus, as well as other documents filed with the SEC in
connection with the Business Combination, as these materials will contain
important information about Trebia, System1 and the Business Combination. Such
persons can also read (i) Trebia's final prospectus, as amended, dated June 16,
2020 (SEC File No. 333-238824) which was filed with the SEC on June 18, 2020
(the "Trebia Prospectus"), for a description of the security holdings of
Trebia's officers and directors and their respective interests as security
holders in the consummation of the proposed business combination, (ii) Trebia's
current report on Form 8-K which was filed with the SEC on June 29, 2021 for a
description of the business combination agreement and certain ancillary
agreements related to the Business Combination and (iii) the Proxy
Statement/Prospectus. Now that the registration statement has been cleared by
the SEC, the definitive Proxy Statement/Prospectus was mailed to Trebia's
shareholders as of the record date established for voting on the Business
Combination and other matters related thereto. Shareholders will also be able to
obtain copies of such documents, without charge, once available, at the SEC's
website at www.sec.gov, or by directing a request to: Trebia Acquisition Corp.,
41 Madison Avenue, Suite 2020, New York, NY 10010, or (646) 450-9187.
Participants in the Solicitation
Trebia and System1, and their respective directors, executive officers and other
employees and members of their management may be deemed, under SEC rules, to be
participants in the solicitation of proxies of Trebia's shareholders in
connection with the Business Combination. Investors and security holders may
obtain more detailed information regarding the names, affiliations and interests
of Trebia's directors and executive officers in (i) the Trebia Prospectus and
(ii) the Proxy Statement/Prospectus. Information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies of
Trebia's shareholders (including information concerning the interests of
Trebia's and System1's participants in the solicitation, which may, in some
cases, be different than those of Trebia's and System1's equity holders
generally) in connection with the Business Combination is set forth in the Proxy
Statement/Prospectus for the Business Combination.
No Offer or Solicitation
This document does not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Business
Combination. This document also does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange, any securities,
nor will there be any sale of securities in any states or jurisdictions in which
such offer, solicitation, or sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities will be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, or an exemption therefrom.
Forward Looking Statements
This communication includes "forward-looking statements". Forward-looking
statements include, but are not limited to, statements regarding Trebia, System1
or their respective management team's expectations, hopes, beliefs, intentions
or strategies regarding the future. In addition, any statements that refer to
projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. The words "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. Forward-looking statements in this document
may include, for example, statements about System1's industry and market sizes;
future opportunities for System1; expectations and projections concerning the
future financial and operational performance and/or results of operations of
System1; and the pending Business Combination transaction between Trebia and
System1, including the implied enterprise value, ownership structure and the
likelihood and ability of the parties to successfully consummate the
transaction.
The forward-looking statements contained in this document are based on Trebia's
and System1's current expectations and beliefs concerning future developments,
and their potential effects on Trebia or System1 taking into account information
currently available.
These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond our control) or other assumptions that may cause System1's
actual financial results or operating performance to be materially different
from those expressed or implied by these forward-looking statements. Such risks,
uncertainties and assumptions include, but are not limited to: (1) the
occurrence of any event, change, or other circumstances that could give rise to
the termination of the Business Combination Agreement; (2) the outcome of any
legal
--------------------------------------------------------------------------------
proceedings that may be instituted against Trebia and/or System1 following the
announcement of the Business Combination Agreement and the transactions
contemplated therein; (3) the inability to complete the proposed Business
Combination, including due to failure to obtain approval of the shareholders of
Trebia, certain regulatory approvals, or satisfy other conditions to closing in
the Agreement; (4) the occurrence of any event, change, or other circumstance
that could give rise to the termination of the Business Combination Agreement or
could otherwise cause the transaction to fail to close; (5) the impact of
COVID-19 on System1's business and/or the ability of the parties to complete the
proposed Business Combination; (6) the inability to maintain the listing of
System1's common stock on the NYSE following the proposed Business Combination;
(7) the risk that the proposed Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the proposed
Business Combination; (8) the ability to recognize the anticipated benefits of
the proposed Business Combination, which may be affected by, among other things,
competition, the ability of System1 to grow and manage growth profitably, and
retain its key employees; (9) costs related to the proposed Business
Combination; (10) changes in applicable laws or regulations (including those
concerning data security, consumer privacy and/or information sharing); and
(11) the possibility that Trebia or System1 may be adversely affected by other
economic, business, and/or competitive factors. The foregoing list of factors is
not exclusive. Additional information concerning certain of these and other risk
factors is contained in Trebia's most recent filings with the SEC, including the
Proxy Statement/Prospectus filed in connection with the Business Combination.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Amendment No. 2 to the Business Combination Agreement, dated
January 10, 2022, by and among S1 Holdco, LLC, a Delaware limited
liability company, System1 SS Protect Holdings, Inc., a Delaware
corporation and the other parties signatory thereto
10.2 Amended Form of Bylaws
10.3 Amended and Restated Backstop Facility Agreement, dated January
10, 2022, by and between Trebia Acquisition Corp. and Cannae
Holdings, Inc.
10.4 Amended and Restated Sponsor Agreement, dated January 10, 2022,
by and among BGPT Trebia LP, Trasimene Trebia, LP and the other
parties signatory thereto
99.1 Joint Press Release of Trebia Acquisition Corp. and System1,
dated January 10, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
