Global Blue, a leading strategic technology and payments partner empowering global merchants to capture the growth of international shoppers, and Far Point Acquisition Corporation (“FPAC”) (NYSE: FPAC, FPAC.UN, and FPAC.WS), a special purpose acquisition company co-sponsored by the institutional asset manager Third Point LLC (“Third Point”) and former NYSE President Thomas W. Farley, today jointly announced the entry into supplemental letter agreements (the “Agreements”) by FPAC, SL Globetrotter, L.P. (“Globetrotter”), Global Blue’s controlling stockholder and representative of all Global Blue seller parties, and affiliates of Third Point (the “TP Funds”).
The Agreements, among other things, will facilitate the closing of the pending business combination between Global Blue and FPAC, subject to FPAC stockholders approving the merger at the FPAC special stockholders’ meeting scheduled for August 24, 2020. However, the Agreements do not amend the merger agreement and will not impact the equity ownership percentages in the surviving public entity of the transaction (“New Global Blue”) to be received by FPAC stockholders or PIPE investors who are not parties to the Agreements.
While these Agreements will result in less cash consideration at closing for Global Blue’s existing shareholders, under the terms of the merger agreement, such shareholders will instead receive additional ordinary shares of New Global Blue at $10.00 per share. This partial shift in consideration from cash to stock will have no financial impact on New Global Blue.
In addition, there is no change expected to the New Global Blue board composition after the closing, with Mr. Farley slated to become Chairman of New Global Blue and Ant Financial, the financial technology affiliate of Alibaba, also to have board representation in connection with its anticipated investment in New Global Blue at closing.
Key terms of the Agreements include:
- TP Funds have agreed to fund into escrow $61 million to satisfy a portion of the TP Funds’ obligations under the Forward Purchase Agreement, dated as of May 18, 2018, between FPAC and the TP Funds (the “Forward Purchase Agreement”), and Third Point reiterated its commitment to voting its FPAC shares, constituting approximately 25% of the total outstanding, in favor of the business combination
- Globetrotter, on behalf of the Global Blue 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
- 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 to FPAC management, subject to certain terms and conditions
- 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 (but not limited to) an occurrence in most cases of a material adverse effect, the failure of New Global Blue to obtain New York Stock Exchange listing approval or the failure of Global Blue to obtain certain regulatory approvals
- If New Global Blue fails to obtain New York Stock Exchange listing approval by the closing of the business combination, New Global Blue has agreed to certain commitments for up to 12 months with regard to obtaining a listing after the closing 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
- FPAC has agreed to take actions reasonably requested by Globetrotter to enable the closing conditions to be satisfied
- 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
- Third Point, the TP Funds, FPAC, Globetrotter and the other seller parties have entered into customary and mutual releases of claims
Assuming no redemptions by holders of FPAC shares, after giving effect to the transactions contemplated by the Agreements (and assuming TP Funds do not invest additional capital at closing above the escrowed amount), the seller parties, the TP Funds and the Founder would own approximately 56%, 2% and 2%, respectively, of New Global Blue. Under the same assumptions but with redemption by holders of all of the FPAC shares (other than those who have committed not to redeem), the seller parties, the TP Funds and the Founder would own approximately 79%, 5% and 2%, respectively, of New Global Blue. For ease of comparability, all of the foregoing percentages are presented on the same basis as disclosed in the proxy statement/prospectus mailed to FPAC stockholders on or about August 4, 2020. The TP Funds and the Founder have relinquished their post-closing governance rights with respect to New Global Blue, including under the shareholders agreement and relationship agreement.
The foregoing is only a summary of the material terms of the Agreements. For more information, please refer to the complete copies of the Agreements, which will be filed with the Securities and Exchange Commission. In addition, FPAC and New Global Blue will prepare and make available to its stockholders a supplement to the proxy statement/prospectus providing more detail on the Agreements.
As noted above and previously announced FPAC has scheduled the special meeting of its stockholders to vote on the proposed business combination transaction for 9:00 a.m., Eastern Time, on August 24, 2020.
Stockholders of FPAC must complete the procedures for electing to redeem their public shares in the manner described in the definitive proxy statement prior to 5:00 p.m., Eastern Time, on August 20, 2020 (two business days before the special meeting) in order for their shares to be redeemed.
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