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MarketScreener Homepage  >  Equities  >  Nyse  >  Global Blue Group Holding AG    GB   CH0562152865

GLOBAL BLUE GROUP HOLDING AG

(GB)
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FAR POINT ACQUISITION CORP : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

08/17/2020 | 06:32am EST

Item 1.01 Entry into a Material Definitive Agreement.

Far Point Acquisition Corporation, a Delaware corporation ("FPAC") is party to the Agreement and Plan of Merger dated as of January 16, 2020 (the "Merger Agreement") among FPAC, SL Globetrotter, L.P., a Cayman Islands exempted limited partnership ("Globetrotter" and, in its capacity as a representative of the Company and its shareholders, the "GB Shareholders' Representative"), Global Blue Group AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in 38, Zürichstrasse, CH-8306 Brüttisellen, Switzerland (the "Global Blue"), Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in 38, Zürichstrasse, CH-8306 Brüttisellen, Switzerland ( "New Global Blue"), Global Blue US Holdco LLC, a Delaware limited liability company ("US Holdco"), Global Blue US Merger Sub Inc., a Delaware corporation ("US Merger Sub"), Global Blue Holding L.P., a Cayman Islands exempted limited partnership, Thomas W. Farley, solely in his capacity as the lawful agent and attorney-in-fact of FPAC and its shareholders, Far Point LLC, a Delaware limited liability company ("Founder") and Jacques Stern, solely in his capacity as the lawful agent and attorney-in-fact of each of the individuals listed on Section 1.01(a) of the Company Disclosure Schedules to such Merger Agreement. Pursuant to the terms and subject to the conditions of the Merger Agreement, the Business Combination (as defined therein) is to be consummated. Capitalized terms used and not defined herein shall have the meanings given to them in the Merger Agreement which has been previously filed by FPAC.

On August 15, 2020, FPAC entered into a letter agreement (the "FPAC Agreement") with SL Globetrotter, L.P., individually and in its capacity as the GB Shareholders' Representative under Merger Agreement, US Holdco, US Merger Sub, and Global Blue (collectively, the "GB Parties"). Concurrently with the execution and delivery of the FPAC Agreement on August 15, 2020, (i) the GB Parties entered into a letter agreement (the "TP Agreement"), with each of 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. and Third Point Enhanced L.P. (each a "TP Fund") and Third Point LLC, Third Point Ventures LLC, Cloudbreak Aggregator LP and the Founder (collectively with the TP Funds, the "TP Parties"), and (ii) FPAC and the TP Parties entered into an agreement (the "FPAC-TP Release", and collectively with the FPAC Agreement and the TP Agreement, the "Agreements").

The Agreements relate to transactions contemplated by the Merger Agreement. The Merger Agreement has not been amended by the Agreements and remains in full force and effect.

The Agreements have been filed as exhibits to the Current Report on Form 8-K and the following description thereof is qualified by reference to the full text of such Agreements which is incorporated by reference herein.




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The key terms of the Agreements include the following:



     •    TP Funds have agreed to fund into escrow $61 million to satisfy a portion
          of the TP Funds' obligations under the Forward Purchase Agreement, and
          Third Point reiterated its commitment to voting its FPAC shares,
          constituting approximately 25% of the total outstanding FPAC Common
          Stock, in favor of the Business Combination




     •    Globetrotter, on behalf of the Seller Parties, and FPAC have agreed not
          to enforce any rights or claims under the Forward Purchase Agreement, the
          Share Purchase and Contribution Agreements, the Shareholders Agreement
          and the Relationship Agreement if the TP Funds purchase at least
          $61 million of shares under the Forward Purchase Agreement




     •    If the $61 million of escrowed funds exceeds the Forward Purchase Price
          under the Forward Purchase Agreement, Globetrotter has agreed to return
          the excess escrowed funds to the TP Funds after the Closing of the
          Business Combination




     •    Third Point Ventures LLC and the TP Funds will cease to be parties to the
          Shareholders Agreement, and the Founder will cease to be a party to the
          Relationship Agreement, with no further rights and obligations under
          these agreements




     •    The New Global Blue shares to be received by the TP Funds for their FPAC
          Class B shares, all contingent shares contemplated by the Merger
          Agreement (if applicable) and all FPAC warrants will be transferred to
          Globetrotter, other than 4,316,321 New Global Blue shares that will be
          transferred by the TP Funds for the benefit of Thomas Farley, David
          Bonanno and Kelly Vallante, members of FPAC management, subject to
          certain terms and conditions; and FPAC and Third Point have agreed not to
          object and to cooperate with these arrangements




     •    New Global Blue may award options or restricted stock units over up to an
          additional 500,000 New Global Blue shares to certain members of New
          Global Blue management, with any distribution, vesting or performance
          conditions to be determined by the New Global Blue board as the board
          sees fit




     •    FPAC has agreed not to assert that certain conditions to Closing have
          failed to be satisfied, if applicable, including:




  •   Accuracy of certain specified representations and warranties;




         •   No Material Adverse Effect solely with respect to matters known to
             FPAC on the date of the Agreements (it being understood that nothing
             directly arising out of the COVID-19 pandemic even after the date of
             the Agreements will constitute a Material Adverse Effect, and without
             prejudice to the definition of Material Adverse Effect as set forth in
             the Merger Agreement);




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         •   Appointment of specified members to New Global Blue's board of
             directors (except that Thomas Farley must still be elected as a
             director and chairman of New Global Blue, unless he is unable or
             unwilling to serve on the New Global Blue board);




         •   Receipt of the proceeds of loans under financing arrangements in an
             amount which, together with other funds available to Global Blue and
             other members of the Group for the purpose, is sufficient to repay all
             amounts due under the Group's existing credit facility (subject to the
             potential entry into replacement or alternative financing arrangements
             as discussed below);




         •   Receipt of certain regulatory approvals (and no prohibition by any
             governmental order, law, statute or otherwise on completing the
             Business Combination as a result of the non receipt of such regulatory
             approval); and




         •   Approval of New Global Blue shares for listing on the New York Stock
             Exchange




     •    If New Global Blue fails to obtain New York Stock Exchange listing
          approval by the Closing Date, New Global Blue has agreed to use
          commercially reasonable efforts to seek and obtain approval for listing
          on the New York Stock Exchange, NYSE American, NASDAQ or another
          nationally or internationally recognized stock exchange (each, a
          "Preferred Venue") or another stock exchange or the over-the-counter
          market, which may include OTCBB or pink sheets; and New Global Blue will
          continue to use commercially reasonable efforts to seek and obtain
          approval on a Preferred Venue until the earliest of (i) 12 months after
          the Closing Date, (ii) approval for listing on a Preferred Venue and
          (iii) completion of a merger or other similar transaction, the result of
          which Globetrotter and its affiliates cease to own more than 50% of the
          outstanding New Global Blue shares or there is a sale of all or
          substantially all of the assets of New Global Blue, after which time New
          Global Blue will be no longer obligated to maintain or seek any listing
          (subject to certain exceptions, including, if a listing has been obtained
          in the 12-month period after the Closing Date, seeking re-instatement of
          such obligations for the remainder of such 12-month period in the event
          of an involuntary de-listing)




     •    Third Point and the TP Funds have agreed not to assert that any condition
          to the consummation of the Business Combination has failed to be
          satisfied; to promptly take any requested action to facilitate the
          satisfaction of any condition to the consummation of the Business
          Combination; and not to do anything that may undermine or make more
          difficult the satisfaction of any condition to the consummation of the
          Business Combination




     •    FPAC (subject to complying with its obligations under its charter), Third
          Point and the TP Funds have agreed not to exercise any termination rights
          they may have with respect to the Business Combination until
          September 11, 2020




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     •    FPAC has agreed that (if requested by Globetrotter), the Closing Date
          (i) may be fewer than four business days after the conditions set forth
          in the Merger Agreement have been satisfied or waived (other than those
          conditions that by their terms are to be satisfied or waived at the
          Closing, but subject to the satisfaction or waiver thereof) and (ii) may
          be on August 31, 2020




     •    FPAC has agreed to take actions reasonably requested by Globetrotter to
          enable the closing conditions to be satisfied (which may entail a reverse
          stock split in certain scenarios at the expense of Globetrotter)




     •    To the extent FPAC's legal fees and expenses exceed $12 million, the TP
          Funds have agreed to pay the excess over this amount




     •    Globetrotter has agreed to allow FPAC to redeem up to 65,700 FPAC Public
          Shares held by David Bonanno FPAC's Chief Financial Officer and a
          director, and up to 100,000 FPAC Public Shares held by Laurence Tosi, a
          director of FPAC (such Public Shares were purchased by such individuals
          in connection with FPAC's initial public offering)




     •    FPAC has agreed not to object to the termination of the existing
          financing arrangements as long as a replacement or alternative financing
          facility is available on terms consistent with the Merger Agreement




     •    FPAC has agreed to consent to (and take actions to effectuate)
          amendments, waivers or modifications of any PIPE agreement or PIPE
          investment, at the request of Globetrotter and to the extent Globetrotter
          believes in good faith that doing so would be in the best interest of New
          Global Blue




     •    Third Point, the TP Funds, FPAC and Globetrotter have entered into
          customary and mutual releases of claims

FPAC and Global Blue jointly issued a press release on August 15, 2020 describing the Agreements, a copy of which is filed as an exhibit to this Current Report on Form 8-K and incorporated by reference herein.

Forward-Looking Statements

This communication includes "forward looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. When used herein, the words "estimates," "projected," "expects," "anticipates," "forecasts," "plans," "intends," "believes," "seeks," "may," "will," "should," "future," "propose" and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Far Point's management's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Far Point does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Additional risks and uncertainties are identified and discussed in Far Point's reports filed with the Securities and Exchange Commission and available at the SEC's website at http://www.sec.gov.

Additional Information and Disclaimer

In connection with the business combination, Global Blue Group Holding AG, the intended successor entity in the business combination, has filed a Registration Statement on Form F-4 (File No. 333-236581) (the "Registration Statement"), which includes a prospectus and definitive proxy statement. The definitive proxy statement and other relevant documents were mailed to stockholders of Far Point as of July 24, 2020, which is the record date established for voting on the Transaction, on August 4, 2020. Stockholders of Far Point and other interested persons are advised to read the definitive proxy statement/prospectus on file with the SEC and in the Registration Statement in connection with Far Point's solicitation of proxies for the special meeting to be held to vote on the Transaction because these documents contain important information about Far Point, Global Blue, and the Transaction. Stockholders can also obtain copies of the Registration Statement and the definitive proxy statement/prospectus, without charge, by directing a request to: Far Point Acquisition Corporation, 18 West 18th Street, New York, NY 10011. These documents and Far Point's annual and . . .

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:



Exhibit No.                                  Description

10.1                Letter Agreement, dated as of August 15, 2020, by and among Far
                  Point Acquisition Corporation, SL Globetrotter, L.P.,
                  individually and in its capacity as the GB Shareholders'
                  Representative under Merger Agreement, Global Blue Group AG,
                  Global Blue Group Holding AG, Global Blue US Holdco LLC, Global
                  Blue US Merger Sub Inc. and Global Blue Holding L.P.

10.2                Letter Agreement, dated as of August 15, 2020, by and among SL
                  Globetrotter, L.P., individually and in its capacity as the GB
                  Shareholders' Representative under Merger Agreement, Global Blue
                  Group AG, Global Blue Group Holding AG, Global Blue US Holdco
                  LLC, Global Blue US Merger Sub Inc. and Global Blue Holding L.P.,
                  Cloudbreak Aggregator LP, Far Point LLC, Third Point Ventures LLC
                  (as nominee of the TP Funds), 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. and Third Point
                  Enhanced L.P.

10.3                Letter Agreement, dated as of August 15, 2020, by and among Far
                  Point Acquisition Corporation, Cloudbreak Aggregator LP, Far
                  Point LLC, 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. and Third Point Enhanced L.P.

99.1                Joint Press Release, dated August 15, 2020.

104               Cover Page Interactive Data File (the cover page XBRL tags are
                  embedded within the Inline XBRL document).




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