Filing Details
- Accession Number:
- 0000950170-25-093908
- Form Type:
- 13D Filing
- Publication Date:
- 2025-07-02 20:00:00
- Filed By:
- Global Blue Holding L.P.
- Company:
- Global Blue Group Holding Ag
- Filing Date:
- 2025-07-03
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Global Blue Holding L.P. | 0 | 0 | 0 | 0 | 0 | 0.00% |
| SL Globetrotter, L.P. | 0 | 0 | 0 | 0 | 0 | 0.00% |
| SL Globetrotter GP, Ltd. | 0 | 0 | 0 | 0 | 0 | 0.00% |
| Silver Lake Technology Associates III Cayman, L.P. | 0 | 0 | 0 | 0 | 0 | 0.00% |
| Silver Lake (Offshore) AIV GP III, Ltd. | 0 | 0 | 0 | 0 | 0 | 0.00% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
|
Global Blue Group Holding AG (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
H33700107 (CUSIP Number) |
Justin Hamill, Esq. c/o Silver Lake, 55 Hudson Yards, 550 West 34th Street, 40th Floor New York, NY, 10001 212-981-5600 Kenneth B. Wallach, Esq. Simpson Thacher & Bartlett LLP, 425 Lexington Avenue New York, NY, 10017 212-455-2000 Xiaohui (Hui) Lin, Esq. Simpson Thacher & Bartlett LLP, 425 Lexington Avenue New York, NY, 10017 212-455-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | H33700107 |
| 1 |
Name of reporting person
Global Blue Holding L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | H33700107 |
| 1 |
Name of reporting person
SL Globetrotter, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | H33700107 |
| 1 |
Name of reporting person
SL Globetrotter GP, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | H33700107 |
| 1 |
Name of reporting person
Silver Lake Technology Associates III Cayman, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | H33700107 |
| 1 |
Name of reporting person
Silver Lake (Offshore) AIV GP III, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares | |
| (b) | Name of Issuer:
Global Blue Group Holding AG | |
| (c) | Address of Issuer's Principal Executive Offices:
Zurichstrasse 38, Bruttisellen,
SWITZERLAND
, 8306. | |
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 2. | Identity and Background | |
| (a) | Item 2 of the Schedule 13D is hereby amended and supplemented to include the amended and restated Annex A attached hereto, which is incorporated herein by reference in response to this Item 2 and contains certain information concerning the identity and background of each of the directors of SL III Offshore Ltd and Globetrotter GP. | |
| Item 4. | Purpose of Transaction | |
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.
| ||
| Item 5. | Interest in Securities 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.
| |
| (b) | See Item 5(a) above. | |
| (c) | Other than as described herein, none of the Reporting Persons have effected any transaction with respect to the Ordinary Shares in the prior sixty days. | |
| (e) | As of July 3, 2025, following the consummation of the Offer, the Reporting Persons ceased to beneficially own more than five percent of the Issuer's outstanding shares of Common Stock. | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby amended and supplemented to include the following exhibit:
99.1. Annex A: Annex A-1 Managing Members of Silver Lake (Offshore) AIV GP I and Annex A-2 Managing
Members of SL Globetrotter GP, Ltd. (filed herewith).
| ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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