Global Blue, a Swiss technology and payments platform for international merchants, is set to be publicly traded on the New York Stock Exchange through a merger with the blank-check firm Far Point Acquisition Corp.
Far Point is a special purpose acquisition company co-sponsored by the institutional asset manager Third Point LLC and led by former NYSE President Thomas Farley.
Far Point and new investors will invest a total of about $1.0 billion, reflecting a total enterprise value of €2.3 billion, equivalent to roughly $2.6 billion, for Global Blue. The amount represents 12.1x the adjusted EBITDA expected for the company's fiscal year ending March 2021.
The deal is a strong signal that the wave of SPAC dealmaking in 2019 will continue into this year. The number of blank-check IPOs in 2019 was the highest since 2007. Industry observers have said that SPACs with more clout and name recognition on Wall Street are typically more successful in striking deals.
The transaction will be funded by $650 million in cash held in trust by Far Point and additional investments from the Chinese payments giant Ant Financial Services Group, Third Point LLC and several established strategic equity investors who have committed to invest a sum of $350 million at closing through a private placement.
Assuming no redemptions by Far Point's public shareholders, Global Blue shareholders would own 42% of the pro-forma company. Existing Far Point public shareholders would own 34%. Cornerstone equity investors, including Third Point and Ant Financial Services Group, would own 19%, while Far Point sponsors would own 6%.
Global Blue will refinance all existing debt with an anticipated pro forma net debt of 3.3x last-12-months March 2020 adjusted EBITDA and rapid deleveraging potential afterward.
The deal is expected to close in the second quarter.
Global Blue Group Ag, the successor public entity, will file a preliminary proxy statement from Far Point and a prospectus with the SEC.
Global Blue and its shareholders have PJT Partners as the lead financial adviser and Simpson Thacher & Bartlett LLP, Niederer Kraft Frey and Kirkland & Ellis as legal advisers.
Credit Suisse is the equity private placement agent, financial adviser and capital markets adviser for Far Point. BofA Securities is also a financial adviser and capital markets adviser for Far Point. Morgan Lewis & Bockius LLP is the legal adviser to Far Point, with BakerHostetler as the legal adviser to Third Point.
BNP Paribas and Morgan Stanley are coordinators and active bookrunners on the senior debt financing for the combined company, with mandated lead arranger and bookrunner roles also for each of Royal Bank of Canada, Barclays, BofA Securities, Credit Suisse and JP Morgan. Of the financing banks, those not serving as financial advisers to Far Point are also serving as financial advisers to Global Blue and its shareholders.