March 20, 2020
Jacques Stern
Chief Executive Officer
Global Blue Group Holding AG
Z richstrasse 38
8306 Br ttisellen
Switzerland
Re: Global Blue Group Holding AG
Registration Statement on Form F-4
Filed February 24, 2020
File No. 333-236581
Dear Mr. Stern:
We have reviewed your registration statement and have the following
comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4
Cover Page
1. Please revise the cover page of the proxy statement/prospectus so that
it describes
the business combination and related transactions, their purpose and
their effect in plain
English rather reciting complex and technical details and defining
numerous terms.
Questions and Answers About the Proposals
Q. What happens if a substantial number of Public Stockholders..., page 23
2. Please disclose that if the company is unable to meet the listing
standards for the NYSE or
another securities exchange that the merger will not be consummated.
Jacques Stern
FirstName LastNameJacques Stern
Global Blue Group Holding AG
Comapany2020
March 20, NameGlobal Blue Group Holding AG
March 20, 2020 Page 2
Page 2
FirstName LastName
Other Financial Data of Global Blue , page 39
3. We note your disclosure of Adjusted Effective Tax Rate on page 42.
Please revise page
42 to disclose the Effective Tax Rate calculated in accordance with
IFRS with greater
prominence. Refer to Item 10(e)(1) of Regulation S-K. Similar concerns
apply to the
disclosure of Adjusted Effective Tax Rate throughout the filing.
4. We note your presentation of Free Cash Flow to Equity on page 43 and
throughout your
filing. Please revise to reconcile to the most directly comparable
IFRS measure, cash used
in operating activities. Also, revise to label the measure "Adjusted
Free Cash Flow."
Refer to Question 102.07 of the Non-GAAP Compliance and Disclosure
Interpretations.
Risk Factors
Risks Relating to Global Blue
Global Blue's business is dependent on the overall level of consumer
spending..., page 50
5. Please quantify the portion of your business that serves the leisure
segment of the travel
industry.
Global Blue's TFS business is dependent on its airport concessions..., page 54
6. Please disclose the percentage of your TFS points that are located in
airports.
Risks Related to New Global Blue's Business and Operations Following the
Business
Combination, page 67
7. Please add risk factor disclosure that discusses the reduced
disclosure requirements for
emerging growth companies and that your financial statements may not
be comparable to
companies that comply with public company effective dates due to your
election to use
the extended transition period for complying with new or revised
accounting standards
under Section 7(a)(2)(B) of the Securities Act.
Shareholders will have limited ability to bring an action against New Global
Blue..., page 71
8. You state that the articles of association of New Global Blue "will
provide for arbitration
in Zurich, Switzerland for corporate litigation, including, without
limitation, legal
proceedings between New Global Blue and its directors and its
shareholders." Please
provide a description of this provision and clarify whether, and if so
how, this provision
affects the rights of your holders to pursue claims under United
States federal securities
laws. Also, discuss the material risks of the provision or other
impacts on shareholders
and any uncertainty about enforceability. Please make corresponding
changes to your
description of securities section.
Jacques Stern
FirstName LastNameJacques Stern
Global Blue Group Holding AG
Comapany2020
March 20, NameGlobal Blue Group Holding AG
Page 3
March 20, 2020 Page 3
FirstName LastName
The Business Combination Proposal
Background of the Business Combination, page 102
9. Please provide additional disclosure regarding the other potential
target that was
abandoned by mutual consent. In this regard, please disclose the line
of business of the
target entity, the date the transaction was abandoned and the reasons
for abandoning the
potential transaction.
10. Expand your disclosure of the parties' negotiations of the business
combination and
related transactions to discuss the specific, material terms proposed
in the letters of intent,
drafts of the merger agreement, and related transactions, the terms
and conditions of the
final merger agreement, the determination of the final structures of
the proposed
transactions, and the ultimate amounts and forms of consideration for
each transaction.
11. Please briefly describe the alternative potential transactions Messrs.
Farley and Bonanno
presented to the board of directors on November 8, 2019.
FPAC's Board of Directors' Reasons for the Approval of the Business
Combination, page 110
12. Please disclose the specific companies in the peer groups to which the
implied acquisition
multiple represents a discount.
Material Tax Considerations, page 117
13. You disclose that New Global has received an opinion from Simpson
Thacher & Bartlett
LLP on the tax consequences of the merger. It appears that the tax
opinion is subject to
uncertainty. Please highlight that this is the case and disclose the
degree of uncertainty. In
addition, please remove language assuming the legal conclusions
underlying the opinion,
such as the assumption that the merger, taken together with related
transactions, qualifies
as a Section 351 exchange.
Unaudited Pro Forma Condensed Combined Financial Information
Basis of Pro Forma Presentation, page 135
14. We note that in a no redemption scenario the pre-Business Combination
shareholders of
FPAC (Public and Founders) and the Affiliated Secondary PIPE investor,
who is affiliated
with the Founder, will have an aggregate ownership interest of
approximately 44.6%,
while the pre-Business Combination shareholders of Global Blue will
have an aggregate
ownership interest of approximately 42.1%. Please tell us how you
concluded that the
pre-Business Combination shareholders of Global Blue will have the
largest ownership of
New Global Blue.
Jacques Stern
FirstName LastNameJacques Stern
Global Blue Group Holding AG
Comapany2020
March 20, NameGlobal Blue Group Holding AG
Page 4
March 20, 2020 Page 4
FirstName LastName
Note 15, page 141
15. Please tell us how you will account for the refinancing of your loan
under IFRS 9,
including whether you consider the refinancing to be an
extinguishment, substantial
modification, or non-substantial modification. In this regard, tell us
whether a gain or loss
will be recognized and the basis for your conclusion.
Pro Forma Adjustments to the Unaudited Condensed Combined Statement of
Financial Position
Note 11, page 141
16. We note your disclosure on page 12 of the cash consideration under the
no redemption
and maximum redemption scenarios. Please reconcile these amounts to
those on the pro
forma balance sheet on page 137.
Pro Forma Adjustments to the Unaudited Pro Forma Condensed Combined Income
Statement
Earnings per share, page 147
17. We note from your disclosure on page 260 that Series A Preferred
Shares have the same
dividend rights and enjoy preferred dividends. Please tell us what
consideration was given
to paragraphs A13 and A14 of IAS 33 in your pro forma basic earnings
per share
calculation.
Other Information Respecting Global Blue
Investigations, page 196
18. Revise to disclose the FCA investigation matter in your footnote to
the financial
statements or explain why you believe it is not necessary. Also,
disclose an estimate of
the financial effect or explain why it is not practicable to do so.
Refer to paragraph 86 of
IAS 37.
Tax matters, page 196
19. We note your disclosure related to the potential tax liabilities.
Please revise to disclose
these matters in your footnotes to the financial statements or explain
why you believe it is
not necessary. Refer to paragraph 88 of IAS 12 and paragraph 86 of IAS
37.
Global Blue's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Key Factors Affecting Global Blue's Business and Results of Operations
External factors, page 210
20. We note the SiS and Revenue Split information for 2019 provided on
page 212. Please
provide this information for all financial statement periods
presented.
21. Please disclose the method by which you calculate your net churn and
disclose this
information for the periods presented.
Jacques Stern
Global Blue Group Holding AG
March 20, 2020
Page 5
Key Performance Indicators, page 214
22. Your disclosure on page 174 discusses the number of transactions you
process. In light of
the significance of the number of transactions processed, please tell us
whether you
consider the number of transactions to be a key metric.
Global Blue Group AG Consolidated Financial Statements
Note 3 Significant accounting policies
Revenue recognition, page F-18
23. Please explain your basis for recognizing the commission received from
providing
VAT service revenue, net of the share paid to the merchant. Refer to
IFRS 15 paragraphs
B34 through B37.
24. Please explain your basis for recognizing the AVPS commission net of
commissions paid
to the merchant and acquiring bank. Refer to paragraphs B34 through B37
of IFRS 15.
Note 6 Segment Information, page F-35
25. Please tell us if revenues attributed to any individual country in
Europe are material, and
revise your disclosure accordingly. Refer to paragraph 33 of IFRS 8.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Eiko Yaoita Pyles, Staff Accountant, at (202) 551-3587
or Christine
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions
regarding comments on
the financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at (202)
551-3447 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any other
questions.
Sincerely,
FirstName LastNameJacques Stern
Division of
Corporation Finance
Comapany NameGlobal Blue Group Holding AG
Office of
Technology
March 20, 2020 Page 5
cc: Howard A. Kenny
FirstName LastName