Sec Form 13D Filing - Third Point LLC filing for GLOBAL BLUE GROUP HOLDING AG S (GB) - 2020-09-04

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Under the Securities Exchange Act of 1934

(Amendment No.    )*

Global Blue Group Holding AG

(Name of Issuer)

Ordinary Shares, nominal value CHF 0.01 per share

(Title of Class of Securities)

H33700107

(CUSIP Number)

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

August 28, 2020

(Date of Event which Requires Filing of this Statement)

 

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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§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 Rule 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).

 

SCHEDULE 13D

CUSIP No. H33700107

 

SCHEDULE 13D

CUSIP No. H33700107

 

Item 1. Security and Issuer.

This Statement on Schedule 13D (this “Schedule 13D”) relates to Ordinary Shares, nominal value CHF 0.01 per share (the “Ordinary Shares”) of Global Blue Group Holding AG., a Switzerland stock corporation (the “Issuer”). The Issuer’s principal executive offices are located at Zürichstrasse 38, 8306 Brüttisellen, Switzerland.

Item 2. Identity and Background.

(b) The principal business address of the Reporting Persons is 55 Hudson Yards New York, New York 10001.

Item 3. Source and Amount of Funds or Other Consideration

Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of January 16, 2020, by and among the Issuer, Far Point Acquisition Corporation (“FPAC”),  SL Globetrotter, L.P. (both as itself and as a representative of Global Blue (as defined below) and its shareholders as of the date of the Merger Agreement and immediately prior to the closing), Global Blue US Holdco LLC, Global Blue US Merger Sub Inc., Global Blue Holding L.P., the individuals named therein, Global Blue Group AG (“Global Blue”), Thomas W. Farley, solely in his capacity as the FPAC Shareholders’ Representative , Far Point LLC, and Jacques Stern, solely in his capacity as the Management Representative, as such agreement may be amended or otherwise modified from time to time in accordance with its terms (the “Merger Agreement”), the securities of FPAC beneficially owned by the Reporting Persons immediately prior to the effective time of the merger were exchanged in accordance with the terms of the Merger Agreement for 10,421,052 Ordinary Shares and warrants (the “Warrants”) to purchase 1,333,333 Ordinary Shares at a price of $11.50 per share (the “Warrant Shares”).

Item 4. Purpose of Transaction.

The Reporting Persons acquired the securities reported herein for investment purposes.

The Reporting Persons do not currently have any plans or proposals with respect to:

(a) Except as set forth below in this Item 4, the acquisition of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer's business or corporate structure;

(g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from the New York Stock Exchange;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

(a) On the date of this Schedule 13D, the Reporting Persons beneficially own an aggregate of 11,754,385 shares of Ordinary Shares (including the Warrant Shares) held by the Funds (the “Shares”). The Shares represent approximately 6.9% of the Issuer’s Ordinary Shares outstanding. Calculations of the percentage of Ordinary Shares beneficially owned assumes 167,824,796 shares of Ordinary Shares outstanding as of August 28, 2020 as reported in the Issuer’s Form 20-F dated September 3, 2020.

(b) Each of the Reporting Persons shares voting and dispositive power over the shares of Ordinary Shares held directly by the Funds.

(c) Other than as reported in Item 3 of this Schedule 13D, none of the Reporting Persons has effected any transaction in the past 60 days in Ordinary Shares.

(d) Other than the Funds that directly hold the securities of the Issuer, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale, of the Share

(e) Not applicable.

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

The information contained in Items 3, 4 and 5 is incorporated by reference herein, as applicable.

Pursuant to a Registration Rights Agreement, dated as of August 28, 2018, between the Issuer, the Funds, affiliates of the Funds and certain other holders listed therein (the “Registration Rights Agreement”), the Funds are entitled to certain registration rights in connection with the resale of the Shares and any other Ordinary Shares acquired by them (the “Registerable Securities”), including customary demand rights, piggy-back rights and a re-sale shelf-registration statement covering the Registerable Securities.

The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to such document. The Registration Rights Agreement is filed as Exhibit 3 to this Schedule 13D.

Item 7. Material to Be Filed as Exhibits.

1.	Joint Filing Agreement by and among the Reporting Persons (filed herewith).

2.

Power of Attorney, granted by Daniel S. Loeb in favor of William Song, and Joshua L. Targoff, dated July 26, 2016, that was previously filed with the SEC on July 26, 2016, as Exhibit 99.1 to the Form 3 filed by Third Point LLC and Daniel S. Loeb with respect to Kadmon Holdings, LLC and is incorporated herein by reference.

3.

Registration rights agreement, dated as of August 28, 2020, entered into by Global Blue Group Holding AG, certain affiliates of Third Point LLC, SL Globetrotter, L.P., Global Blue Holding L.P. and certain other holders listed therein, that was previously filed with the SEC on August 31, 2020, as Exhibit 10.2 to the Form 6-K filed by Global Group Holding AG and is incorporated herein by reference.

SIGNATURES

After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 4, 2020

 

	THIRD POINT LLC
	By:	/s/ William Song
	Name:	William Song
	Title:	Attorney-in-Fact
	DANIEL S. LOEB
	By:	/s/ William Song
	Name:	William Song
	Title:	Attorney-in-Fact