Item 1 Comment:
This Amendment No. 5 (the "Amendment") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on September 8, 2020, as amended by Amendment No. 1 filed with the SEC on May 6, 2022, as amended by Amendment No. 2 filed with the SEC on November 20, 2023, as amended by Amendment No. 3 filed with the SEC on November 30, 2023, as amended by Amendment No. 4 filed with the SEC on February 18, 2025 (as amended, the "Schedule 13D") related to the ordinary shares (the "Ordinary Shares") of Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law (the "Issuer").
The Items herein amend the information disclosed under the corresponding Items of the Schedule 13D as described herein. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
|
| Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Pursuant to the terms of the Transaction Agreement (the "Transaction Agreement"), dated as of February 16, 2025, entered into by and between the Issuer and Shift4 Payments, Inc. ("Shift4") and, from and after its execution and delivery of a joinder thereto on February 25, 2025, GT Holding 1 GmbH, a Swiss limited liability company ("Merger Sub"), Merger Sub commenced a tender offer (the "Offer") on March 21, 2025 to purchase all of the issued and outstanding shares in the Issuer. One minute after 11:59 p.m., New York City time, on July 2, 2025, the Offer and any withdrawal rights in connection therewith expired. Prior to the expiration of the Offer all conditions to the Offer had been satisfied or waived, Merger Sub has accepted for payment and will promptly pay the Offer Consideration for all shares of the Issuer that were validly tendered and not validly withdrawn in accordance with the terms of the Offer.
Pursuant to the Offer (i) 34,871,499 Ordinary Shares held by Cayman Holdings were tendered in the Offer at a price per share of $7.50, (ii) 4,939,137 Series A Preferred Shares held directly by Cayman Holdings that were convertible into 4,939,137 Ordinary Shares were tendered in the Offer at a price per share of $10.00, (iii) 91,230,811 Ordinary Shares held directly by Globetrotter were tendered in the Offer at a price per share of $7.50, and (iv) 11,970,487 Series A Preferred Shares held directly by Globetrotter that were convertible into 11,970,487 Ordinary Shares were tendered in the Offer at a price per share of $10.00.
Pursuant to the Transaction Agreement and the terms of the Global Blue Warrants, following the consummation of the Offer, the 2,701,935 Global Blue Warrants held directly by Cayman Holdings and the 6,548,415 Global Blue Warrants held directly by Globetrotter were entitled to the right to receive cash consideration upon exercise and were no longer exercisable for any Ordinary Shares.
Following the consummation of the Offer, Mr. Joseph Osnoss, a director of Globetrotter GP, resigned as a member of the board of directors of the Issuer.
|
(a) | Items 5(a) through (c) and (e) are hereby amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3 and 6 of the Schedule 13D is incorporated by reference in its entirety into this Item 5. As of the date hereof, the Reporting Persons do not beneficially own any shares of Common Stock of the Issuer.
|