Item 1.01 Entry Into a Material Agreement
On April 29, 2021, Foley Trasimene Acquisition Corp. ("FTAC") entered into an
Amended and Restated Business Combination Agreement (the "Amended and Restated
Business Combination Agreement") with Tempo Holding Company, LLC, a Delaware
limited liability company ("Tempo"), Alight, Inc., a Delaware corporation f/k/a
Acrobat Holdings, Inc. and direct, wholly owned subsidiary of FTAC ("Alight"),
Acrobat SPAC Merger Sub, Inc., a Delaware corporation and direct, wholly owned
subsidiary of Alight, Acrobat Merger Sub, LLC, a Delaware limited liability
company and direct, wholly owned subsidiary of FTAC, Acrobat Blocker 1 Corp.,
Acrobat Blocker 2 Corp., Acrobat Blocker 3 Corp. and Acrobat Blocker 4 Corp.,
each of which is a Delaware corporation and a direct, wholly owned subsidiary of
Alight, Tempo Blocker I, LLC, a Delaware limited liability company, Tempo
Blocker II, LLC, a Delaware limited liability company, Blackstone Tempo Feeder
Fund VII, L.P., a Delaware limited partnership, and New Mountain Partners IV
Special (AIV-E), LP, a Delaware limited partnership ("Tempo Blocker 5") in
connection with the proposed business combination between FTAC and Tempo that
was previously announced on January 25, 2021.
The Amended and Restated Business Combination Agreement amends and restates in
its entirety the Business Combination Agreement entered into by the parties on
January 25, 2021 (the "Original Agreement") to: (i) provide for the potential
formation of a new Delaware limited liability company or limited partnership
that will become the parent company of Tempo Blocker 5 (such limited liability
company or limited partnership, "Tempo Blocker 4") and, subject to its
subsequent delivery of a joinder to the Amended and Restated Business
Combination Agreement and a Tempo Blocker Written Consent, would substitute
Tempo Blocker 5 in the applicable Blocker Merger (each as defined in the Amended
and Restated Business Combination Agreement) and (ii) add the Continuing Member
Contribution (as defined in the Amended and Restated Business Combination
Agreement).
The Amended and Restated Business Combination Agreement does not contain any
changes to the overall consideration to be received in the proposed business
combination by FTAC stockholders or by the direct or indirect equityholders of
Tempo.
The foregoing summary describes the more significant amendments made to the
Original Agreement and does not purport to describe all of the terms of the
Amended and Restated Business Combination Agreement. The other material terms of
the Original Agreement, which were described in the Current Report on Form 8-K
filed with the U.S. Securities and Exchange Commission (the "SEC") by FTAC on
January 27, 2021 and contained in the Original Agreement that was filed as
Exhibit 2.1 thereto, remain substantially the same.
The foregoing description of the Amended and Restated Business Combination
Agreement is not complete and is qualified in its entirety by reference to the
terms and conditions of the Amended and Restated Business Combination Agreement,
which is filed as Exhibit 2.1 to this Current Report and is incorporated by
reference herein.
Additional Information about the Business Combination and Where to Find It
In connection with the proposed business combination, a registration statement
on Form S-4 (File No. 333-254801) has been filed by Alight with the SEC (as
amended by Amendment No. 1 thereto on April 29, 2021 and as it may be further
amended or supplemented from time to time, the "Form S-4"). The Form S-4
includes a proxy statement to be distributed to holders of FTAC's common stock
in connection with FTAC's solicitation of proxies for the vote by FTAC's
stockholders in connection with the proposed business combination and other
matters as described in the Form S-4 and consent solicitation statements to be
distributed to direct and indirect holders of Tempo, as well as a prospectus of
Alight relating to the offer of the securities to be issued in connection with
the completion of the business combination. FTAC, Alight and Tempo urge
investors, stockholders and other interested persons to read the Form S-4,
including the proxy statement/prospectus/consent solicitation statement that
forms a part thereof, as well as other documents filed with the SEC in
connection with the proposed business combination, as these materials contain
important information about Alight, FTAC and the proposed business combination.
Such persons can also read FTAC's Annual Report on Form 10-K/A filed with the
SEC on April 29, 2021 for additional information about FTAC, including a
description of the security holdings of FTAC's officers and directors and their
respective interests as security holders in the consummation of the proposed
business combination. After the Form S-4 has been declared effective, the
definitive proxy statement/prospectus/consent solicitation statement will be
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mailed to FTAC's stockholders as of a record date to be established for voting
on the proposed business combination and to direct and certain indirect Tempo
equityholders as of a record date to be established for the submission of
written consents to approve the business combination transactions. Stockholders
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:
Foley Trasimene Acquisition Corp., 1701 Village Center Circle, Las Vegas, NV
89134, or (702) 323-7330.
Participants in the Solicitation
FTAC and Tempo and their respective directors, executive officers and other
members of their management and employees, under SEC rules, may be deemed to be
participants in the solicitation of proxies of FTAC's stockholders in connection
with the proposed business combination. Investors and security holders may
obtain more detailed information regarding the names, affiliations and interests
of FTAC's directors and executive officers in FTAC's Annual Report on Form
10-K/A, which was filed with the SEC on April 29, 2021. Information regarding
the persons who may, under SEC rules, be deemed participants in the solicitation
of proxies of FTAC's stockholders in connection with the proposed business
combination is also included in the Form S-4 and will be set forth in the
definitive proxy statement/prospectus/consent solicitation statement for the
proposed business combination when mailed to FTAC's stockholders. Information
concerning the interests of FTAC's and Tempo's participants in the solicitation,
which may, in some cases, be different than those of FTAC's and Tempo's equity
holders, generally, is included in the Form S-4 will be set forth in the
definitive proxy statement/prospectus/consent solicitation statement for the
proposed business combination when mailed to FTAC's stockholders.
No Offer or Solicitation
This presentation is not a proxy statement or solicitation of a proxy, consent,
or authorization with respect to any securities or in respect of the proposed
business combination and shall not constitute an offer to sell or a solicitation
of an offer to buy the securities of FTAC or Tempo, nor shall there be any sale
of any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of such state or jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, or exemptions therefrom.
Forward-Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements that
are provided for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. FTAC's and Tempo's
actual results may differ from their expectations, estimates, and projections
and, consequently, you should not rely on these forward-looking statements as
predictions of future events. Words such as "expect," "estimate," "project,"
"budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "continue," and similar
expressions (or the negative versions of such words or expressions) are intended
to identify such forward-looking statements. These forward-looking statements
may include, without limitation, FTAC's and Tempo's expectations with respect to
future performance and anticipated financial impacts of the proposed business
combination, the satisfaction or waiver of the closing conditions to the
proposed business combination, and the timing of the completion of the proposed
business combination.
These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially, and potentially
adversely, from those expressed or implied in the forward-looking statements.
Most of these factors are outside FTAC's and Tempo's control and are difficult
to predict. Factors that may cause such differences 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 Amended and Restated Business Combination
Agreement; (2) the outcome of any legal proceedings that may be instituted
against FTAC and/or Tempo following the announcement of the definitive agreement
for the proposed business combination and the transactions contemplated therein
or otherwise in connection with the proposed business combination; (3) the
inability to complete the proposed business combination, including due to
failure to obtain approval of the stockholders of FTAC, certain regulatory
approvals, or satisfy other conditions to closing in the Amended and Restated
Business
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Combination Agreement; (4) the occurrence of any event, change, or other
circumstance that could give rise to the termination of the Amended and Restated
Business Combination Agreement or could otherwise cause the transaction to fail
to close; (5) the impact of COVID-19 on Tempo's business and/or the ability of
the parties to complete the proposed business combination; (6) the inability to
obtain or maintain the listing of the combined company's common stock on the New
York Stock Exchange 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 Tempo 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; and (11) the
possibility that FTAC or Tempo 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 FTAC's most recent filings with the SEC and are
contained in the Form S-4, including the proxy statement/prospectus/consent
solicitation statement that forms a part thereof. All subsequent written and
oral forward-looking statements concerning FTAC or Tempo, the transactions
described herein or other matters and attributable to FTAC, Tempo or any person
acting on their behalf are expressly qualified in their entirety by the
cautionary statements above. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. Each
of FTAC and Tempo expressly disclaims any obligations or undertaking to release
publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in their expectations with respect thereto or any
change in events, conditions, or circumstances on which any statement is based,
except as required by law.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit
No. Description
2.1* Amended and Restated Business Combination Agreement, dated as of
April 29, 2021, by and among Foley Trasimene Acquisition Corp., Tempo
Holding Company LLC and the other parties thereto
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K.
Foley Trasimene Acquisition Corp. agrees to furnish supplementally a copy of
any omitted schedule to the Securities and Exchange Commission upon request.
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