Item 1.01 Entry Into a Material Agreement
On January 25, 2021, each of Fidelity National Title Insurance Company,
Commonwealth Land Title Insurance Company and Chicago Title Insurance Company
(collectively, the "Subscribers"), each a subsidiary of Fidelity National
Financial, Inc., entered into common stock subscription agreements (the
"Subscription Agreements"), with Acrobat Holdings, Inc., a Delaware corporation
(the "Company"), and Foley Trasimene Acquisition Corp. ("FTAC"), pursuant to
which, the Subscribers have agreed to purchase from the Company and the Company
has agreed to issue and sell to the Subscribers, in the aggregate, $150,000,000
(the "Purchase Price") of Class A Common Stock, par value $0.0001 per share, of
the Company at a purchase price of $10.00 per share (the "PIPE Investment"). The
closing of the PIPE Investment is conditioned on the satisfaction or waiver of
all conditions set forth in that certain Business Combination Agreement, dated
as of January 25, 2021, by and among the Company, FTAC, Tempo Holding Company,
LLC, a Delaware limited liability company ("Alight"), and the other parties
thereto (the "Business Combination Agreement"), and on the transactions
contemplated by the Business Combination Agreement (the "Business Combination")
being consummated immediately following the closing of the PIPE Investment. The
proceeds from the Subscription Agreements will be used to partially fund the
cash consideration to be paid by FTAC to the direct and indirect equityholders
of Alight at the closing of the Business Combination and for other uses in
connection with the closing. The Business Combination is expected to close in
the second quarter of 2021. In connection with the PIPE Investment, the Company
has agreed to pay each Subscriber a fee of 2.5% of the applicable Purchase Price
to be paid by such Subscriber upon the consummation of the Business Combination.
The Subscription Agreements will terminate upon the earliest to occur of (i) the
termination of the Business Combination Agreement, (ii) the mutual written
agreement of the parties thereto or (iii) at a Subscriber's election, on or
after the termination date under the Business Combination Agreement, which is
July 25, 2021 subject to two, 90-day extensions in the event all conditions to
closing under the Business Combination Agreement have been satisfied or are
capable of being satisfied other than the receipt of requisite regulatory
approvals (such date, the "Termination Date") and subject to automatic extension
if any action by Alight for specific performance or other equitable relief by
Alight with respect to the Merger Agreement, the other transaction agreements
specified in the Merger Agreement or otherwise regarding the Business
Combination is commenced or pending on or prior to the Termination Date.
The foregoing description of the Subscription Agreements is not complete and is
qualified in its entirety by reference to the Subscription Agreements, the form
of which is attached as Exhibit 10.1, to this Current Report and incorporated
herein by reference.
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