Sec Form 13D Filing - Silver Lake (Offshore) AIV GP III Ltd. filing for - 2020-08-17

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

Purpose of Transaction

TP Funds agreed to fund into escrow $61 million to satisfy a portion of the TP Funds’ obligations under the Forward Purchase Agreement, and Third Point LLC and/or its affiliates, as applicable (“Third Point”) reiterated its commitment to voting its Issuer shares in favor of the Transactions;

Globetrotter, on behalf of the GB Seller Parties, and Issuer agreed not to enforce any rights or claims under the Forward Purchase Agreement, the Share Purchase and Contribution Agreements among GB Seller Parties, Issuer and Third Point, the Shareholders Agreement (as defined in the Merger Agreement) and the Relationship Agreement (as defined in the Merger 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 Transactions;

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 Issuer Class B Common Stock, all contingent shares contemplated by the Merger Agreement (if applicable) and all Issuer 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 Issuer and Third Point have agreed not to object and to cooperate with these arrangements;

The Issuer 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 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 agreed not to assert that any condition to the consummation of the Transactions has failed to be satisfied; to promptly take any requested action to facilitate the satisfaction of any condition to the consummation of the Transactions; and not to do anything that may undermine or make more difficult the satisfaction of any condition to the consummation of the Transactions;

The Issuer (subject to complying with its obligations under its charter), Third Point and the TP Funds agreed not to exercise any termination rights they may have with respect to the Transactions until September 11, 2020;

The Issuer 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);

Globetrotter agreed to allow the Issuer to redeem up to 65,700 shares of Issuer common stock held by David Bonanno, the Issuer’s Chief Financial Officer and a director, and up to 100,000 shares of Issuer common stock held by Laurence Tosi, a director of the Issuer (such shares were purchased by such individuals in connection with the Issuer’s initial public offering);

The Issuer 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;

The Issuer 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; and

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

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

Material to Be Filed as Exhibits

Letter Agreement, dated as of August 15, 2020 by and among the Issuer, Globetrotter, New Global Blue, Global Blue, US Holdco, US Merger Sub, Cayman Holdings, Jacques Stern, solely in his capacity as the Management Representative and, solely for the purposes of Section 12(b) therein, the Silver Lake Funds (incorporated herein by reference from Exhibit 10.1 to the Issuer’s 8-K filed on August 17, 2020).

Letter Agreement, dated as of August 15, 2020 by and among the Globetrotter, New Global Blue, Global Blue, US Holdco, US Merger Sub, Cayman Holdings, Jacques Stern, solely in his capacity as the Management Representative and, solely for the purposes of Section 10(b) therein, the Silver Lake Funds, Cloudbreak Aggregator LP, Far Point LLC, Third Point LLC, Third Point Ventures LLC and the TP Funds (incorporated herein by reference from Exhibit 10.2 to the Issuer’s 8-K filed on August 17, 2020).