| Item 1.01 | Entry Into a Material Agreement |
Subscription Agreement
On January 25, 2021, Cannae Holdings, LLC (“Cannae”), a subsidiary of Cannae Holdings, Inc. (“Cannae Holdings”), entered into a common stock subscription agreement (the “Subscription Agreement”), with Acrobat Holdings, Inc., a Delaware corporation (the “Alight Pubco”) and Foley Trasimene Acquisition Corp., a Delaware corporation (“FTAC”), pursuant to which, Cannae has agreed to purchase from the Company and the Company has agreed to issue and sell to Cannae, $250,000,000 (the “Purchase Price”) of Class A Common Stock, par value $0.0001 per share, of Alight Pubco (the “Alight Pubco Class A Common Stock”) at a purchase price of $10.00 per share (the “PIPE Investment”). The closing of the PIPE Investment is conditioned on the satisfaction or waiver of all conditions to closing set forth in that certain Business Combination Agreement, dated as of January 25, 2021, by and among Alight Pubco, FTAC, Tempo Holding Company, LLC, a Delaware limited liability company (“Alight”), and the other parties thereto (the “Business Combination Agreement”), and on the transactions contemplated by the Business Combination Agreement (the “Business Combination”) being consummated immediately following the closing of the PIPE Investment. The proceeds from the Subscription Agreement will be used to partially fund the cash consideration to be paid by FTAC to the direct and indirect equityholders of Alight and for other uses in connection with the closing of the Business Combination. The Business Combination is expected to close in the second quarter of 2021. In connection with the PIPE Investment, the Company has agreed to pay Cannae a fee of 2.5% of the Purchase Price upon the consummation of the Business Combination.
The Subscription Agreement will terminate upon the earliest to occur of (i) the termination of the Business Combination Agreement, (ii) the mutual written agreement of the parties thereto or (iii) at Cannae’s election, on or after the termination date under the Business Combination Agreement, which is July 25, 2021, subject to two, 90-day extensions in the event all conditions to closing under the Business Combination Agreement have been satisfied or are capable of being satisfied other than the receipt of requisite regulatory approvals (such date, the “Termination Date”) and subject to automatic extension if any action for specific performance or other equitable relief by Alight with respect to the Business Combination Agreement, the other transaction agreements specified in the Business Combination Agreement or otherwise regarding the Business Combination is commenced or pending on or prior to the Termination Date.
The foregoing description of the Subscription Agreement is not complete and is qualified in its entirety by reference to the Subscription Agreement, which is attached as Exhibit 10.1, to this Current Report and incorporated herein by reference.
Amended and Restated Sponsor Agreement
In connection with the PIPE Investment and the execution of the Business Combination Agreement, Cannae Holdings and Cannae entered into an amended and restated sponsor letter agreement (the “Amended and Restated Sponsor Agreement”) with FTAC, Alight Pubco, Alight, the FTAC Sponsors and certain other parties thereto which, among other things, amended and restated (a) that certain letter agreement, dated May 29, 2020, between FTAC and Trasimene Capital FT, LP and Bilcar FT, LP (collectively, the “FTAC Sponsors”) and (b) that certain letter agreement, dated as of May 29, 2020, by and between FTAC and each of the directors and officers of FTAC (the “Insiders”). Under the Amended and Restated Sponsor Agreement, Cannae and Cannae Holdings agreed (i) to vote any FTAC securities in favor of the Business Combination and other FTAC Stockholder Matters (as defined in the Business Combination Agreement), (ii) not to seek redemption of any FTAC securities and not to transfer any FTAC securities for a period be 270 days following the Closing Date (as defined in the Business Combination Agreement) (or, if the volume weighted average price of Alight Pubco Class A Common Stock equals or exceeds $12.00 per share for any 20 trading days within a 30 trading day period following the Closing Date, 150 days thereafter), and (iii) to be bound to certain other obligations as described therein. Cannae Holdings and Cannae also agreed to waive their right of first offer under the forward purchase agreement with FTAC in connection with the Business Combination and to certain other amendments to the forward purchase agreement, including waiving the cross conditionality to Cannae’s obligation to fund its subscription under the forward purchase agreement on THL FTAC LLC funding its respective purchase. The foregoing description of the Amended and Restated Sponsor Agreement is not complete and is qualified in its entirety by reference to the Amended and Restated Sponsor Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-k and incorporated herein by reference.
