Item 2.01. Completion of Acquisition or Disposition of Assets
PIPE Investment
As previously disclosed, on January 25, 2021, Cannae Holdings, LLC ("Cannae"), a
subsidiary of Cannae Holdings, Inc. ("Cannae Holdings") entered into a
subscription agreement (the "Subscription Agreement") with Alight, Inc., a
Delaware corporation f/k/a Acrobat Holdings, Inc. (the "Company") and Foley
Trasimene Acquisition Corp., a Delaware corporation n/k/a Alight Group, Inc.
("FTAC"), pursuant to which Cannae agreed to purchase from the Company, and the
Company agreed to issue and sell to Cannae, 25.0 million shares of Class A
common stock, par value $0.0001 per share, of the Company (the "Company Class A
Common Stock") at a purchase price of $10.00 per share for an aggregate
investment amount of $250 million (the "PIPE Investment").
The closing of the PIPE Investment was conditioned on, among other customary
conditions, the transactions (the "Business Combination") contemplated by that
certain Amended and Restated Business Combination Agreement, dated as of
April 29, 2021, by and among the Company, FTAC, Tempo Holding Company, LLC, a
Delaware limited liability company, and the other parties thereto (the "Business
Combination Agreement"), being consummated immediately following the PIPE
Investment.
On July 2, 2021 (the "Closing Date"), the PIPE Investment and the Business
Combination were consummated.
The foregoing description of the Subscription Agreement is not complete and is
qualified in its entirety by reference to the Subscription Agreement, which is
attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Forward Purchase Agreement
Also on July 2, 2021, immediately prior to the closing of the Business
Combination and pursuant to that certain Forward Purchase Agreement, dated as of
May 8, 2020, by and between FTAC and Cannae Holdings, as assigned by Cannae
Holdings to Cannae pursuant to an Assignment and Assumption Agreement, dated as
of January 25, 2021 (the "Forward Purchase Agreement"), Cannae purchased
15.0 million shares (the "Forward Purchase Shares") of Class A common stock, par
value $0.0001 per share, of FTAC (the "FTAC Class A Common Stock") and
5.0 million warrants to purchase one share of FTAC Class A Common Stock (the
"Forward Purchase Warrants") for an aggregate purchase price of $150.0 million.
Share Purchases
On June 30, 2021, Cannae purchased approximately 5.2 million shares of FTAC
Class A Common Stock (the "Purchased Shares") at a purchase price of $10.01 per
share for an aggregate investment of approximately $52.4 million.
Pursuant to the terms of the Business Combination Agreement, in connection with
the closing of the Business Combination, the Forward Purchase Shares and the
Purchased Shares were automatically converted into an equal number of shares of
Company Class A Common Stock and the Forward Purchase Warrants were
automatically converted into warrants to purchase the same number of shares of
Company Class A Common Stock.
As a result of the PIPE Investment and the acquisition of the Forward Purchase
Shares and the Purchased Shares, upon the consummation of the Business
Combination, Cannae held approximately 10.1% of the outstanding shares of the
Company Class A Common Stock and approximately 8.6% of the outstanding voting
shares of the Company (including the Company's Class V common stock). In
connection with the PIPE Investment, the Company paid Cannae a fee of 2.0% of
the amount of the PIPE Investment.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Number Description
10.1 Subscription Agreement, dated as of January 25, 2021, by and among
Alight, Inc. (f/k/a Acrobat Holdings, Inc.), Foley Trasimene
Acquisition Corp. and Cannae Holdings, LLC (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC
by Cannae Holdings, Inc. on January 27, 2021).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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