Sec Form 13D Filing - ALLIANZ SE filing for PACER FDS TR MSCI WORLD IND AD (GLBL) - 2024-08-07

Item 5. Interest in Securities of the Issuer

The information set forth in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 5.

(a) The aggregate number and percentage of Class A Common Stock beneficially owned by the Reporting Person is set forth in Items 7, 8, 9, 10, 11 and 13 of the cover page to this Schedule 13D and is incorporated by reference into this Item 5.

(b) The aggregate number and percentage of Class A Common Stock beneficially owned by the Reporting Person is set forth in Items 7, 8, 9, 10, 11 and 13 of the cover page to this Schedule 13D relating to such Reporting Person and is incorporated by reference into this Item 5.

The Reporting Person is the ultimate parent company of ASI and has the power to control and direct ASI. By reason of this relationship and the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to beneficially own the shares of Class A Common Stock of the Issuer directly owned by ASI.

(c) Except as set forth in this Schedule 13D, the Reporting Person has not effected any transaction in Class A Common Stock during the past 60 days.

(d) No person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock reported on this Schedule 13D.

(e) Not applicable.

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

The information provided in Items 3 and 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 6.

Series A Certificate of Designations

In connection with the consummation of the Transaction, the Issuer filed a certificate of designations for the Series A Preferred Stock with the Secretary of State of the State of Delaware (the “Series A Certificate of Designations”), and the Series A Certificate of Designations became effective on July 31, 2024. The Series A Certificate of Designations includes, among other rights, privileges and restrictions, that:  

The foregoing description of the Series A Certificate of Designations does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Series A Certificate of Designations, a copy of which is attached as Exhibit 99.1 and the terms of which are incorporated herein by reference.

Allianz Warrant Agreement

In connection with the consummation of the Transaction, the Issuer issued the Allianz Warrants to Allianz to purchase 5,000,000 shares of Class A Common Stock.

The exercise price of the Allianz Warrants is $7.40 per share of Class A Common Stock, subject to customary adjustments.

No holder of the Allianz Warrants (an “Allianz Warrant Holder”) may acquire or be issued shares of Class A Common Stock if such acquisition or issuance would cause such Allianz Warrant Holder’s beneficial ownership to exceed the applicable Ownership Cap. If an exercise would cause an Allianz Warrant Holder’s beneficial ownership to exceed the applicable Ownership Cap, (i) the Issuer will issue such Allianz Warrant Holder the number of Class A Common Stock that would equal, but not exceed, the applicable Ownership Cap and (ii) the Issuer will issue the remainder as shares of Non-Voting Class C Common Stock.

The foregoing description of the Allianz Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Allianz Warrant Agreement, a copy of which is attached as Exhibit 99.2 and the terms of which are incorporated herein by reference.

Supplemental Investment Agreement

On February 22, 2024, the Issuer entered into a supplemental investment agreement (the “Supplemental Investment Agreement”), pursuant to which, for purposes of funding one or more strategic international acquisitions by the Issuer or its subsidiaries, ASI is permitted, at its option, to purchase additional shares of Series A Preferred Stock up to an aggregate amount equal to $50,000,000.

Each supplemental investment will generally be subject to the same closing conditions as provided by the Investment Agreement. Absent mutual agreement to extend, the Supplemental Investment Agreement will terminate on February 22, 2029.

The foregoing description of the Supplemental Investment Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Supplemental Investment Agreement, a copy of which is attached as Exhibit 99.3 and the terms of which are incorporated herein by reference.

Investor Rights Agreement

Upon consummation of the Transaction, pursuant to the terms of the Investment Agreement, the Issuer and ASI entered into that certain Investor Rights Agreement, dated as of July 31, 2024 (the “Investor Rights Agreement”), pursuant to which ASI was granted certain governance rights, information rights, and registration rights, and will be subject to certain restrictions with respect to the securities acquired by ASI.

Pursuant to the Investor Rights Agreement, as of July 31, 2024, the size of the Board was fixed at eight (8) directors, and ASI has the right to nominate two (2) directors (the “Investor Designees”) until such time as ASI ceases to own at least 50% of the initial shares of Class A Common Stock acquired on July 31, 2024 (the “Initial Allianz Common Stock Investment”). For so long as ASI is permitted to designate the Investor Designees, one (1) Investor Designee will serve as a member of the Transaction Committee (as defined in the Investor Rights Agreement) and each Investor Designee will serve as a member of at least one (1) other Board committee. Further, during the term of the Investor Rights Agreement, an Investor Designee will serve as an observer on each committee of the Board for which an Investor Designee is not serving as a member. In the event ASI transfers at least 50% of its shares of Class A Common Stock then held to a single transferee (a “Major Third-Party Transferee”), ASI may elect to transfer to such Major Third-Party Transferee the right to designate one nominee for appointment, election or re-election to the Board and at such time, each of ASI and the Major Third-Party Transferee will have a right to designate one (1) nominee for appointment, election or re-election to the Board.

Pursuant to the Investor Rights Agreement, no later than forty-five (45) days after a written request by ASI, the Issuer will (i) prepare and file with the Securities and Exchange Commission a Shelf Registration Statement (as defined in the Investor Rights Agreement) that covers the Registrable Securities (as defined in the Investor Rights Agreement) held by ASI for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”); provided, however, that ASI will have the right to request no more than one (1) Shelf Registration Statement within any six (6) month period.

Pursuant to the Investor Rights Agreement, at any time after (i) with respect to the Lock-up Securities (as defined in the Investor Rights Agreement), the date that is six (6) months prior to the end of the applicable Lock-up Period (as defined in the Investor Rights Agreement) or (ii) with respect to any Registrable Securities that are not Lock-up Securities, July 31, 2025, the Issuer receives written notice from ASI requesting that the Issuer effect the registration under the Securities Act of Registrable Securities owned by ASI (such request, the “Demand Registration Request”), the Issuer will use commercially reasonable efforts to file, within ninety (90) days of such request, a registration statement registering such Registrable Securities; provided that ASI will have the right to make only one Demand Registration Request per class within any twelve (12) month period.

Pursuant to the Investor Rights Agreement, if the Issuer proposes to register any Class A Common Stock on behalf of itself or any of its stockholders for public sale under the Securities Act, the Issuer will give prompt written notice to ASI of such proposal, and upon the written request of ASI delivered to the Issuer within ten (10) business days after giving such notice, the Issuer will use commercially reasonable efforts to effect the registration of all Registrable Securities which the Issuer has been so requested to register by ASI.

Pursuant to the Investor Rights Agreement, with respect to the Initial Allianz Common Stock Investment, ASI will be subject to a three (3) year lock-up period as follows: (i) for one (1) year after July 31, 2024, none of the shares comprising the Initial Allianz Common Stock Investment may be transferred; (ii) after July 31, 2025, up to 40% of the shares comprising the Initial Allianz Common Stock Investment may be transferred; (iii) after July 31, 2026, up to an additional 30% of the shares comprising the Initial Allianz Common Stock Investment may be transferred; and (iv) after July 31, 2027, all remaining shares comprising the Initial Allianz Common Stock Investment may be transferred.

Pursuant to the Investor Rights Agreement, the Series A Preferred Stock acquired by ASI may not be transferred until July 31, 2026.

Pursuant to the Investor Rights Agreement, until such time as Allianz ceases to own at least 50% of the Initial Allianz Common Stock Investment, Allianz will also have customary preemptive rights, subject to certain exceptions.

Until the later of (i) July 31, 2027 and (ii) one (1) year after ASI ceases to own at least 50% of the Initial Allianz Common Stock Investment, ASI will be subject to a customary standstill provision, which will restrict a number of activities pertaining to, among other things, acquiring additional securities, making certain announcements regarding transactions involving the Issuer, soliciting proxies, advising or encouraging other persons and taking actions to change or influence the Board, management or the direction of certain Issuer matters, subject to certain customary exceptions.

ASI will also be subject to certain customary transfer restrictions, including in connection with any transfer to a Major Third-Party Transferee.

The foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Investor Rights Agreement, a copy of which is attached hereto as Exhibit 99.4 and incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

SIGNATURES

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

Date: August 5, 2024

Schedule A

ALLIANZ SE

EXECUTIVE OFFICERS AND DIRECTORS

Management Board

Supervisory Board