Sec Form 13D Filing - Third Point LLC filing for Far Point Acquisition Corp (FPAC) - 2020-01-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

Far Point Acquisition Corporation

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

30734W208

(CUSIP Number)

Joshua L. Targoff

Third Point LLC

390 Park Avenue, 19th Floor

New York, NY 10022

(212) 715-3880

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 16, 2020

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

 

 

 

 

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Item 1. Security and Issuer

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission on June 25, 2018 (the “Initial Schedule 13D” and together with this Amendment No. 1, the “Schedule 13D”). Except as set forth herein, the Initial Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Initial Schedule 13D.

Item 4. Purpose of Transaction

Item 4 of the Initial Schedule 13D is hereby amended and supplemented by inserting the following as a new paragraph after the paragraph entitled “Forward Purchase Shares” in Item 4:

On January 16, 2020, the Issuer entered into that certain Merger Agreement (as defined in the Current Report on Form 8-K filed by the Issuer with the SEC on January 16, 2020, as amended (the “Transaction 8-K”)) as part of a proposed Business Combination (as defined in Transaction 8-K).

Voting and Support Agreement

Concurrently with the execution of the Merger Agreement, the Issuer entered into a Voting and Support Agreement (the “Voting and Support Agreement”) with the Sponsor, Third Point Ventures LLC (together with the Sponsor, the “FPAC Shareholders”), 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 Group AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law, with its registered office in 38, Zürichstrasse, CH-8306 Brüttisell en, Switzerland (“Global Blue”) and SL Globetrotter, L.P., a Cayman Islands exempted limited partnership (“Globetrotter”), pursuant to, and on the terms and subject to the conditions of which, each FPAC Shareholder has unconditionally and irrevocably agreed among other things to vote its shares of the Issuer (representing approximately 25% of the outstanding shares), and take certain other actions, in support of the Business Combination.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended to add the following:

Exhibit Number	Description of Exhibits
10	Voting and Support Agreement, dated January 16, 2020, by and among Far Point Acquisition Corporation, Global Blue Group AG, SL Globetrotter, L.P., Global Blue Group Holding AG, Far Point LLC and Third Point Ventures LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer on January 16, 2020, as amended (File No. 001-38521).
11	Share Purchase and Contribution Agreement, dated as of January  16, 2020, by and among 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., Global Blue Group Holding AG, Global Blue Holding L.P. and Far Point Acquisition Corporation (solely for purposes of Section 7 and Sections 14.a, 14.d, and 14.m therein) (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer on January 16, 2020, as amended (File No. 001-38521).
12	Share Purchase and Contribution Agreement, dated as of January  16, 2020, by and among 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., Global Blue Group Holding AG, Global Blue Holding L.P. and Far Point Acquisition Corporation (solely for purposes of Section 7 and Sections 14.a, 14.d, and 14.m therein) (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer on January 16, 2020, as amended (File No. 001-38521).

 

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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.