0001104659-20-102617.txt : 20200904
0001104659-20-102617.hdr.sgml : 20200904
20200904160416
ACCESSION NUMBER: 0001104659-20-102617
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200828
FILED AS OF DATE: 20200904
DATE AS OF CHANGE: 20200904
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Third Point LLC
CENTRAL INDEX KEY: 0001040273
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38521
FILM NUMBER: 201161933
BUSINESS ADDRESS:
STREET 1: 55 HUDSON YARDS
CITY: NEW YORK
STATE: NY
ZIP: 10001
BUSINESS PHONE: 2127153880
MAIL ADDRESS:
STREET 1: 55 HUDSON YARDS
CITY: NEW YORK
STATE: NY
ZIP: 10001
FORMER NAME:
FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC
DATE OF NAME CHANGE: 19970602
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Loeb Daniel S
CENTRAL INDEX KEY: 0001300345
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38521
FILM NUMBER: 201161934
MAIL ADDRESS:
STREET 1: THIRD POINT LLC
STREET 2: 390 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Far Point LLC
CENTRAL INDEX KEY: 0001739799
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38521
FILM NUMBER: 201161935
BUSINESS ADDRESS:
STREET 1: 390 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2127153880
MAIL ADDRESS:
STREET 1: 390 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
FORMER NAME:
FORMER CONFORMED NAME: FPAC Sponsor LLC
DATE OF NAME CHANGE: 20180507
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cloudbreak Aggregator LP
CENTRAL INDEX KEY: 0001743247
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38521
FILM NUMBER: 201161936
BUSINESS ADDRESS:
STREET 1: 390 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 2127153880
MAIL ADDRESS:
STREET 1: 390 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Far Point Acquisition Corp
CENTRAL INDEX KEY: 0001735858
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 390 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212 715-3880
MAIL ADDRESS:
STREET 1: 390 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
4
1
tm2030273-1_4.xml
OWNERSHIP DOCUMENT
X0306
4
2020-08-28
1
0001735858
Far Point Acquisition Corp
FPAC
0001040273
Third Point LLC
55 HUDSON YARDS
NEW YORK
NY
10001
0
0
1
0
0001300345
Loeb Daniel S
55 HUDSON YARDS
NEW YORK
NY
10001
0
0
1
0
0001739799
Far Point LLC
55 HUDSON YARDS
NEW YORK
NY
10001
0
0
1
0
0001743247
Cloudbreak Aggregator LP
55 HUDSON YARDS
NEW YORK
NY
10001
0
0
1
0
Class A Common Stock
2020-08-28
4
P
0
6421052
9.50
A
10421052
I
See Footnote
Class A Common Stock
2020-08-28
4
J
0
10421052
D
0
I
See Footnote
Class B Common Stock
2020-08-28
4
J
0
5000000
D
Class A Common Stock
5000000
10692500
I
See Footnote
Class B Common Stock
2020-08-28
4
J
0
10692500
D
Class A Common Stock
10692500
0
I
See Footnote
Warrants
2020-08-28
4
J
0
9766667
D
Class A Common Stock
9766667
0
I
See Footnote
Warrants
2020-08-28
4
J
0
1333333
D
Class A Common Stock
1333333
0
I
See Footnote
Represents shares of Class A Common Stock purchased by Cloudbreak Aggregator LP ("Cloudbreak") pursuant to the Forward Purchase Agreement, dated as of May 18, 2018 between Issuer and Cloudbreak.
The securities disclosed in this Form 4 are held on behalf of certain funds (the "Funds") managed or advised by Third Point. Daniel S. Loeb is the Chief Executive Officer of Third Point LLC ("Third Point"). By reason of the provisions of Rule 16a-1 under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities held on behalf of the Funds. Third Point and Mr. Loeb hereby disclaim beneficial ownership of all securities, except to the extent of any indirect pecuniary interest therein.
Pursuant to the terms of an Agreement and Plan of Merger, dated as of January 16, 2020 (the "Merger Agreement"), by and among the Issuer, SL Globetrotter, L.P. ("Globetrotter"), Global Blue Group Holding AG ("New Global Blue") and other parties identified therein, each share of the Issuer's Class A Common Stock outstanding immediately prior to the effective time of the Merger (excluding shares of Class A Common Stock redeemed by holders of such shares pursuant to the terms of the Issuer's amended and restated certificate of incorporation) converted into the right to receive one ordinary share of New Global Blue. The transactions (the "Business Combination") contemplated by the Merger Agreement closed on August 28, 2020.
Far Point LLC and its managing member, Cloudbreak, do not have any voting or dispositive power over 4,000,000 of these shares of the Issuer's Class A Common Stock, which are held on behalf of the Funds, and disclaim beneficial ownership of such securities.
As described in the Issuer's registration statement on Form S-1 (File No. 333-225093) under the heading "Description of Securities--Founder Shares", the shares of Class B common stock will automatically convert into shares of Class A common stock on a one-for-one basis at the time of the Business Combination, and have no expiration date.
Represents shares of Class B Common Stock held by Far Point LLC that were forfeited and were cancelled in connection with the Business Combination.
Represents shares of Class B Common Stock held by Far Point LLC that converted into shares of New Global Blue in connection with the Business Combination.
Immediately following the Business Combination, and pursuant to the terms of the Merger Agreement and that certain Letter Agreement, dated as of August 16, 2020 by and among SL Globetrotter, L.P., Global Blue Group AG, Global Blue Group Holding AG, Global Blue US Holdco LLC, Global Blue US Merger Sub Inc. and Global Blue Holding L.P., Cloudbreak Aggregator LP, Far Point LLC, Third Point Ventures LLC (as nominee of the TP Funds), 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 (the "Letter Agreement"), all 10,692,500 of these ordinary shares of New Global Blue were transferred to Globetrotter or its designees, other than a total of 4,316,321 ordinary shares of New Global Blue which were transferred to Thomas W. Farley and David Bonanno.
Represents private warrants that converted into the same number of warrants of New Global Blue in connection with the Business Combination, and immediately thereafter, all such New Global Blue warrants were transferred to Globetrotter or its designees pursuant to the terms of the Letter Agreement.
The warrants will become exercisable 30 days after the completion of the Business Combination. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Upon conversion into warrants of New Global Blue in connection with the Business Combination, each whole warrant will entitle the holder thereof to purchase one ordinary share of New Global Blue at a price of $11.50 per share (subject to adjustment).
Represents warrants underlying the 4,000,000 units purchased in connection with the Issuer's initial public offering which converted into the same number of warrants of New Global Blue in connection with the Business Combination.
/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point LLC
2020-09-04
s/ William Song, as Attorney-in-Fact for Daniel S. Loeb
2020-09-04
/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point LLC, the investment manager of Cloudbreak Aggregator LP
2020-09-04
/s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point LLC, the investment manager of Cloudbreak Aggregator LP, the managing member of Far Point LLC
2020-09-04