Foley Trasimene Acquisition Corp.
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(Name of Issuer)
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Class A Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
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34431F104
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(CUSIP Number)
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Foley Trasimene Acquisition Corp.
1701 Village Center Circle
Las Vegas, NV 89134
(702) 323-7330
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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March 12, 2021
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(Date of Event which Requires Filing of this Statement)
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1
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NAMES OF REPORTING PERSONS
MFN Partners, LP
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
5,000,000
|
|
6
|
SHARED VOTING POWER
|
0
|
||
7
|
SOLE DISPOSITIVE POWER
|
5,000,000
|
||
8
|
SHARED DISPOSITIVE POWER
|
0
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
5,000,000
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.83%(1)
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
PN
|
1
|
NAMES OF REPORTING PERSONS
MFN Partners GP, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
5,000,000
|
|
6
|
SHARED VOTING POWER
|
0
|
||
7
|
SOLE DISPOSITIVE POWER
|
5,000,000
|
||
8
|
SHARED DISPOSITIVE POWER
|
0
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
5,000,000
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.83%(1)
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO
|
1
|
NAMES OF REPORTING PERSONS
MFN Partners Management, LP
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
5,000,000
|
|
6
|
SHARED VOTING POWER
|
0
|
||
7
|
SOLE DISPOSITIVE POWER
|
5,000,000
|
||
8
|
SHARED DISPOSITIVE POWER
|
0
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
5,000,000
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.83%(1)
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IA
|
1
|
NAMES OF REPORTING PERSONS
MFN Partners Management, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Delaware
|
||
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
5,000,000
|
|
6
|
SHARED VOTING POWER
|
0
|
||
7
|
SOLE DISPOSITIVE POWER
|
5,000,000
|
||
8
|
SHARED DISPOSITIVE POWER
|
0
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
5,000,000
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.83%(1)
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
OO
|
1
|
NAMES OF REPORTING PERSONS
Farhad Nanji
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
Canada
|
||
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
5,000,000
|
|
6
|
SHARED VOTING POWER
|
0
|
||
7
|
SOLE DISPOSITIVE POWER
|
5,000,000
|
||
8
|
SHARED DISPOSITIVE POWER
|
0
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
5,000,000
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.83%(1)
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IN
|
1
|
NAMES OF REPORTING PERSONS
Michael F. DeMichele
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [ ]
(b) [X]
|
||
3
|
SEC USE ONLY
|
|||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
United States
|
||
NUMBER OF SHARES
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON WITH
|
5
|
SOLE VOTING POWER
|
5,000,000
|
|
6
|
SHARED VOTING POWER
|
0
|
||
7
|
SOLE DISPOSITIVE POWER
|
5,000,000
|
||
8
|
SHARED DISPOSITIVE POWER
|
0
|
||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
5,000,000
|
||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
[ ]
|
||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
4.83%(1)
|
||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
IN
|
|
(a)
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Name of Issuer
Foley Trasimene Acquisition Corp. |
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||
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(b)
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Address of Issuer’s Principal Executive Offices
1701 Village Center Circle, Las Vegas, NV 89134 |
(a)
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Name of Person Filing
|
(i)
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MFN Partners, LP, a Delaware limited partnership (the “Partnership”);
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(ii)
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MFN Partners GP, LLC, a Delaware limited liability company (“MFN GP”), the General Partner of the Partnership;
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(iii)
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MFN Partners Management, LP, a Delaware limited partnership (“MFN Management”), the investment adviser to the Partnership;
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(iv)
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MFN Partners Management, LLC, a Delaware limited liability company (“MFN LLC”), the General Partner of MFN Management;
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(v)
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Farhad Nanji, in his capacities as a member of MFN GP and MFN LLC; and
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(vi)
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Michael F. DeMichele, in his capacities as a member of MFN GP and MFN LLC.
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(b)
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Address of Principal Business Office
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(c)
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Citizenship
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The Partnership
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Delaware
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MFN GP
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Delaware
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MFN Management
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Delaware
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MFN LLC
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Delaware
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Farhad Nanji
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Canada
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Michael F. DeMichele
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United States
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MFN PARTNERS, LP
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By:
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/s/ Jonathan Reisman
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Name:
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Jonathan Reisman
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Title:
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Authorized Person
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MFN PARTNERS GP, LLC
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By:
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/s/ Jonathan Reisman
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Name:
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Jonathan Reisman
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Title:
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Authorized Person
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MFN PARTNERS MANAGEMENT, LP
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By:
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/s/ Jonathan Reisman
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Name:
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Jonathan Reisman
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Title:
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Authorized Person
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||
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MFN PARTNERS MANAGEMENT, LLC
|
|
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By:
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/s/ Jonathan Reisman
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Name:
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Jonathan Reisman
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Title:
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Authorized Person
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FARHAD NANJI
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/s/ Farhad Nanji
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MICHAEL F. DEMICHELE
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/s/ Michael F. DeMichele
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Exhibit 1. |
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
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MFN PARTNERS, LP
|
|
|
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By:
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/s/ Jonathan Reisman
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Name:
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Jonathan Reisman
|
|
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Title:
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Authorized Person
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MFN PARTNERS GP, LLC
|
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By:
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/s/ Jonathan Reisman
|
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Name:
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Jonathan Reisman
|
|
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Title:
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Authorized Person
|
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MFN PARTNERS MANAGEMENT, LP
|
|
|
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By:
|
/s/ Jonathan Reisman
|
|
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Name:
|
Jonathan Reisman
|
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Title:
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Authorized Person
|
||
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MFN PARTNERS MANAGEMENT, LLC
|
|
|
|
By:
|
/s/ Jonathan Reisman
|
|
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Name:
|
Jonathan Reisman
|
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Title:
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Authorized Person
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FARHAD NANJI
|
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/s/ Farhad Nanji
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MICHAEL F. DEMICHELE
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/s/ Michael F. DeMichele
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