UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Global Blue Group Holding AG
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
H33700107
(CUSIP Number)
Andrew J. Schader, Esq.
Silver Lake
55 Hudson Yards
550 West 34th Street, 40th Floor
New York, NY 10001
(212) 981-5600
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
With copies to:
Kenneth B. Wallach, Esq.
Xiaohui (Hui) Lin, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York NY 10017
(212) 455-2000
November 16, 2023
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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, as amended (the “Exchange 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)
CUSIP NO. H33700107
| 1. |
Names of Reporting Persons.
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:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
44,999,694(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
44,999,694(1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
44,999,694(1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
22.8%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Includes (a) 37,358,622 ordinary shares of the Issuer (“Ordinary Shares”), (b) 2,701,935 warrants of the Issuer (“Global Blue Warrants”) exercisable for 2,701,935 Ordinary Shares, and (c) 4,939,137 Series A preferred shares of the Issuer (“Series A Preferred Shares”) that are convertible into 4,939,137 Ordinary Shares. See Item 5. |
| (2) | Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See Item 5. |
2
CUSIP NO. H33700107
| 1. |
Names of Reporting Persons.
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:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
115,777,500(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
115,777,500(1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
115,777,500(1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
55.6%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Includes (a) 97,258,598 Ordinary Shares, (b) 6,548,415 Global Blue Warrants exercisable for the issuance of 6,548,415 Ordinary Shares, and (c) 11,970,487 Series A Preferred Shares that are convertible into 11,970,487 Ordinary Shares. See Item 5. |
| (2) | Calculated pursuant to Rule 13d-3 of the Exchange Act. See Item 5. |
3
CUSIP NO. H33700107
| 1. |
Names of Reporting Persons.
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:
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
160,777,194(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
160,777,194(1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
160,777,194(1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
74.4% | |||||
| 14. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Includes (a) 134,617,220 Ordinary Shares, (b) 9,250,350 Global Blue Warrants exercisable for the issuance of 9,250,350 Ordinary Shares, and (c) 16,909,624 Series A Preferred Shares that are convertible into 16,909,624 Ordinary Shares. See Item 5. |
| (2) | Calculated pursuant to Rule 13d-3 of the Exchange Act. See Item 5. |
4
CUSIP NO. H33700107