UPDATED IN BLUE BELOW:
Far Point Acquisition Corp. (FPAC), announced this morning that they intend to merger with Global Blue, a strategic technology and payments partner empowering global merchants to capture the growth of international shoppers. Global Blue has been a leader of the Tax Free Shopping industry for the last 40 years, with a global footprint spanning 51 countries and 300,000 merchants.
Veteran public company executive and current Global Blue CEO Jacques Stern will continue to lead the company’s existing management team, and Tom Farley will become Chairman of Global Blue. Current investors, including Silver Lake, the global leader in technology investing, will remain significant shareholders in the combined company. New investors, anchored by Ant Financial Services Group, a member of the Alibaba digital economy and operator of the world’s leading payment and lifestyle platform Alipay, and Third Point, have committed to invest a total of $350 million in the combined company at a €2.3 billion (approximately $2.6 billion) enterprise valuation in the form of a private placement. The new public company will be incorporated in Switzerland and will trade as Global Blue under ticker symbolNYSE: “GB” upon closing.
Global Blue Highlights
Global Blue is a strategic technology and payments partner empowering global merchants to capture the growth of international shoppers, with two business lines:
- Tax Free Shopping Technology Solutions: pioneer and global leader with a strong and comprehensive network, serving more than 300,000 merchant stores, enabling 13 million international shoppers to claim VAT refunds in 43 countries
- Added-Value Payment Solutions: worldwide provider partnering with more than 50 merchant acquirers, enabling 16 million international travelers to benefit from a great payment experience at more than 150,000 points of interaction in 34 countries
During Global Blue’s fiscal year ended in March 2019, the company processed 64 million transactions for 29 million international shoppers. Strong macro trends have driven the company’s development over multiple years, including the growth of the emerging markets middle class, positive VAT dynamics and digitalization. Today, Global Blue has over 2,000 employees in 51 countries.
Global Blue possesses an attractive financial profile including a structural long-term growth trajectory, well-diversified business model, healthy profitability and strong cash flow generation. With more than €22.6 billion Sales in Store, Global Blue recorded revenues of more than €400 million and an adjusted EBITDA margin of more than 40% in the fiscal year ended in March 2019.
Key Transaction Terms
Far Point and new investors will invest a total of approximately $1.0 billion reflecting a total enterprise value of €2.3 billion (equivalent to approximately $2.6 billion) for Global Blue, which represents 12.1x the adjusted EBITDA expected for 2020/21 (i.e., fiscal year ending March 2021).
The transaction will be funded by:
- $650 million of cash held in trust by Far Point
- Additional investments from Ant Financial Services Group, Third Point LLC and several established strategic equity investors who together have committed to invest $350 million at closing through a private placement.
- Assuming no redemptions by Far Point’s public shareholders, the cash in trust and the proceeds of this private placement will be used primarily to pay existing Global Blue shareholders an amount of approximately $967 million cash consideration.
- Global Blue will refinance all existing debt with an anticipated pro-forma Net Debt of 3.3x LTM March 2020 adjusted EBITDA, with an anticipated rapid deleveraging potential thereafter.
The transaction is expected to close during the second quarter of 2020 and is subject to approval by Far Point stockholders and other customary closing conditions, including regulatory approvals.
Quick Takes: After reviewing the presentation and listening to the conference call, it pretty much re-affirmed initial thoughts – we have another winner. And sure enough, the current share price reflects that. You’ve got a company in a hot sector (tech/payments with a compelling story and a number of high profile names associated with this deal, including Third Point, Silver Lake, Alibaba and Tom Farley. Plus, it’s an easy to understand transaction structure without any complicated backstops or financings. In fact, it’s only 10:30AM and nearly 13 million shares have already traded.
However, there are two items of note…one, if you look in the back of the presentation (last page) FPAC has provided a number of risk factors. It’s a real laundry list of risks, but it does point out that Global blue is highly dependent on international travel and consumer spending. And both of those are very affected by economic conditions. I’m not qualified to debate the likelihood of a near-term recession, but…it is worth noting since we’ve been in a bull market for about a decade now. Two, sometimes with SPACs that have a successful announcement, SPAC investors tend to hang on to their positions rather than selling them immediately into the market to see if the price moves any higher. Why sell today when it could maybe go up another buck? This happened with Social Capital Hedosophia and Virgin Galactic and as it got closer to the vote, the share price came down to trust value level and SPAC investors got caught having to redeem. I’m not saying that will happen with FPAC and Global Blue, but it’s a pattern to watch for.
All told, this deal should get a lot of interest from sector investors and Tom Farley will be a big draw for financial reporters giving this deal additional media exposure. We’ve had an excellent start to the new year so far.
Investors may listen to a call jointly held by Far Point and Global Blue at 9:00am EST / 3:00pm CET on January 16, 2020.
The call can be accessed by dialing and using code 301308394
- +33 170750724 (France)
- +44 800 358 2049 (UK) or
- +1 (844) 307-9361 (US Toll Free)
- PJT Partners is acting as the lead financial advisor to Global Blue and its shareholders.
- Simpson Thacher & Bartlett LLP, Niederer Kraft Frey, and Kirkland & Ellis are acting as legal advisors to Global Blue and its shareholders.
- Credit Suisse is acting as equity private placement agent, financial advisor and capital markets advisor to Far Point.
- BofA Securities is acting as financial advisor and capital markets advisor to Far Point.
- Morgan, Lewis & Bockius LLP is acting as legal advisor to Far Point, with BakerHostetler as legal advisor 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 J.P. Morgan.
- Of the aforementioned financing banks, those not serving as financial advisors to Far Point are also serving as financial advisors to Global Blue and its shareholders.