As filed with the U.S. Securities and Exchange Commission on May 18, 2020
Registration No. 333-238135
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Foley Trasimene Acquisition Corp.
(Exact name of registrant as specified in its charter)
|
|
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
|
6770
(Primary Standard Industrial
Classification Code Number)
|
|
|
85-0545098
(I.R.S. Employer
Identification No.)
|
|
1701 Village Center Circle
Las Vegas, NV 89134
(702) 323-7330
(Address, Including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Michael L. Gravelle
General Counsel and Corporate Secretary
1701 Village Center Circle
Las Vegas, NV 89134
(702) 323-7330
(Name, address, including zip code, and telephone number, including area code, of agent for service)
|
|
Copies:
|
|
|
|
Alexander D. Lynch, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
|
|
|
Derek J. Dostal, Esq.
Deanna L. Kirkpatrick, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Tel: (212) 450-4000
Fax: (212) 701-5800
|
|
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
|
|
Large accelerated filer ☐
|
|
|
Accelerated filer ☐
|
|
|
Non-accelerated filer ☒
|
|
|
Smaller reporting company ☐
|
|
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company ☒
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MAY 18, 2020
Foley Trasimene Acquisition Corp.
$750,000,000
75,000,000 Units
Foley Trasimene Acquisition Corp. is a newly incorporated blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Although we may pursue targets in any industry, we intend to initially focus our search on identifying a prospective target business in financial technology or business process outsourcing, which acts as an essential utility to industries that are core to the economy. We also intend to focus on prospective target businesses that have unseen potential for revenue growth and/or operating margin expansion with high recurring revenue and cash flow, defensible intellectual property and strong market positions within their industries, such as The Dun & Bradstreet Corporation (“Dun & Bradstreet”), Fidelity National Financial, Inc. (“FNF”), Black Knight, Inc. (“Black Knight”) and Ceridian HCM Holding Inc. (“Ceridian”). We believe that a prospective target business will have the potential to benefit from a recovering economy, presenting an opportunity to invest.
This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to 11,250,000 additional units to cover over-allotments, if any.
We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock upon the completion of our initial business combination, subject to the limitations described herein. If we have not completed an initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein.
Our sponsors, Bilcar FT, LP, an affiliate of Bilcar Limited Partnership, and Trasimene Capital FT, LP, an affiliate of Trasimene Capital Management, LLC, have agreed to collectively purchase 11,333,334 warrants (or 12,833,334 warrants if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $1.50 per warrant, in a private placement to occur concurrently with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Our sponsors collectively own 21,562,500 shares of our Class B common stock (up to 2,812,500 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised and excluding any adjustment to the outstanding shares of our Class B common stock related to the forward purchase agreements described below) which will automatically convert into shares of our Class A common stock on the first business day following the completion of our initial business combination as described herein. Prior to our initial business combination, only holders of shares of our Class B common stock will be entitled to vote on the appointment of directors.
Cannae Holdings, Inc. (“Cannae Holdings”), is a diversified holding company which is externally managed by Trasimene Capital Management, LLC but is not an affiliate of us or our sponsors. Thomas H. Lee Partners, L.P. (“THL”) is a premier private equity firm investing in growth companies headquartered primarily in North America. Cannae Holdings and THL FTAC LLC (“THL FTAC”), an affiliate of THL, have each entered into a forward purchase agreement with us which each such agreement provides for the purchase by each of Cannae Holdings and THL FTAC, respectively of shares of our Class A common stock in an aggregate share amount equal to 15,000,000 shares of our Class A common stock (or a total of 30,000,000 shares of our Class A common stock), plus an aggregate of 5,000,000 redeemable warrants (or a total of 10,000,000 redeemable warrants) to purchase one share of our Class A common stock at $11.50 per share, for an aggregate purchase price of $150,000,000 (or a total of $300,000,000), or $10.00 for one share of our Class A common stock and one-third of one warrant, in a private placement to occur concurrently with the closing of our initial business combination. The warrants to be issued as part of the forward purchase agreements will be identical to the warrants sold as part of the units in this offering. The obligations under the forward purchase agreements do not depend on whether any shares of our Class A common stock are redeemed by our public stockholders. See “Description of Securities — Forward Purchase Agreements.” An affiliate of Cannae Holdings and THL FTAC will have limited partnership interests in Trasimene Capital FT, LP and, as a result, each will have an indirect economic interest in a portion of the founder shares and private placement warrants owned by our sponsors after this offering.
Currently, there is no public market for our units, shares of our Class A common stock or warrants. We have applied to list our units on the New York Stock Exchange (“NYSE”), under the symbol “WPF.U” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on the NYSE. We expect the shares of our Class A common stock and warrants comprising the units will begin separate trading on the NYSE under the symbols “WPF” and “WPF WS,” respectively, on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse Securities (USA) LLC (“Credit Suisse”) and BofA Securities, Inc. (“BofA Securities”) inform us of their decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”), containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin.
We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page
36 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
|
|
|
|
Per Unit
|
|
|
Total
|
|
|
Public offering price
|
|
|
|
$
|
10.00
|
|
|
|
|
$
|
750,000,000
|
|
|
|
Underwriting discounts and commissions(1)
|
|
|
|
$
|
0.55
|
|
|
|
|
$
|
41,250,000
|
|
|
|
Proceeds, before expenses, to us
|
|
|
|
$
|
9.45
|
|
|
|
|
$
|
708,750,000
|
|
|
(1)
Includes $0.35 per unit, or $26,250,000 in the aggregate (or $30,187,500 in the aggregate if the underwriters’ over-allotment option is exercised in full), in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriters only upon the completion of an initial business combination. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters.
Of the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $750,000,000, or $862,500,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company, acting as trustee, and $2,000,000 will be available to pay fees and expenses in connection with the closing of this offering and for working capital following the closing of this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released until the earliest to occur of: (a) the completion of our initial business combination; (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our second amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity; and (c) the redemption of all of our public shares if we have not completed our business combination within 24 months from the closing of this offering, subject to applicable law. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.
The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about , 2020.
Credit Suisse BofA Securities
, 2020
TABLE OF CONTENTS
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
36
|
|
|
|
|
|
|
|
|
|
71
|
|
|
|
|
|
|
|
|
|
72
|
|
|
|
|
|
|
|
|
|
77
|
|
|
|
|
|
|
|
|
|
78
|
|
|
|
|
|
|
|
|
|
80
|
|
|
|
|
|
|
|
|
|
81
|
|
|
|
|
|
|
|
|
|
88
|
|
|
|
|
|
|
|
|
|
120
|
|
|
|
|
|
|
|
|
|
130
|
|
|
|
|
|
|
|
|
|
133
|
|
|
|
|
|
|
|
|
|
136
|
|
|
|
|
|
|
|
|
|
154
|
|
|
|
|
|
|
|
|
|
163
|
|
|
|
|
|
|
|
|
|
170
|
|
|
|
|
|
|
|
|
|
170
|
|
|
|
|
|
|
|
|
|
170
|
|
|
|
|
|
|
|
|
|
F-1
|
|
|
We are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.
SUMMARY
This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.
Unless otherwise stated in this prospectus or the context otherwise requires, references to:
•
“Bilcar Limited Partnership” are to Bilcar Limited Partnership, a Florida limited partnership, owned by William P. Foley, II;
•
“common stock” are to our Class A common stock and our Class B common stock;
•
“equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for shares of our Class A common stock issued in connection with our initial business combination including but not limited to a private placement of equity or debt;
•
“forward purchase agreements” are to the agreements providing for the sale of shares of our Class A common stock and forward purchase warrants to each of Cannae Holdings and THL FTAC, respectively in a private placement to occur concurrently with the closing of our initial business combination;
•
“forward purchase securities” are to the forward purchase shares and forward purchase warrants;
•
“forward purchase shares” are to shares of our Class A common stock to be issued to each of Cannae Holdings and THL FTAC, respectively pursuant to the forward purchase agreements;
•
“forward purchase warrants” are to warrants to purchase shares of our Class A common stock, as applicable, to be issued to each of Cannae Holdings and THL FTAC, respectively pursuant to the forward purchase agreements;
•
“founder” are to William P. Foley, II;
•
“founder shares” are to shares of our Class B common stock initially issued to our sponsors in private placements prior to this offering and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be “public shares”);
•
“initial stockholders” are to holders of our founder shares prior to this offering;
•
“management” or “management team” are to our executive officers and directors;
•
“private placement warrants” are to the warrants to be issued to our sponsors in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any;
•
“public shares” are to shares of our Class A common stock sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);
•
“public stockholders” are to the holders of our public shares, including our sponsors and management team to the extent our sponsors and/or members of our management team purchase public shares, provided that each of our sponsors’ and each member of our management team’s status as a “public stockholder” will only exist with respect to such public shares;
•
“second amended and restated certificate of incorporation” are to the second amended and restated certificate of incorporation of the Company, adopted and filed on , 2020;
•
“sponsors” are to Bilcar FT, LP, a Delaware limited partnership, and Trasimene Capital FT, LP , a Delaware limited partnership, collectively, and references to the experience of our sponsors include the experience of our founder and investment professionals of our sponsors;
•
“Trasimene Capital” are to Trasimene Capital Management, LLC, an investment advisory firm, led by William P. Foley, II; and
•
“we,” “us,” “company” or “our company” are to Foley Trasimene Acquisition Corp., a Delaware corporation.
Each unit consists of one share of our Class A common stock and one-third of one warrant for each unit purchased. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus, and only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant.
Registered trademarks referred to in this prospectus are the property of their respective owners. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.
Our Company
We are a newly incorporated blank check company incorporated in March 2020 as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target.
We will seek to capitalize on the tactical, operational and organizational experience of our founder William P. Foley, II. We believe Mr. Foley’s distinguished business track record can have a transformative impact on a target business. Although we may pursue targets in any industry, we intend to initially focus our search on identifying a prospective target business in financial technology or business process outsourcing, which acts as an essential utility to industries that are core to the economy. We also intend to focus on prospective target businesses that have unseen potential for revenue growth and/or operating margin expansion with high recurring revenue and cash flow, defensible intellectual property and strong market positions within their industries. Many of our management team’s prior investments, including Dun & Bradstreet, FNF (NYSE: FNF), Black Knight (NYSE: BKI) and Ceridian (NYSE: CDAY) exhibited many of these qualities.
We believe that a prospective target business will have the potential to benefit from a recovering economy, presenting an opportunity to invest. Our team will deploy a proactive sourcing strategy and focus our efforts on companies where we believe the combination of Mr. Foley’s operating experience, deal making and capital allocation prowess, professional relationships and tactical expertise can be catalysts to enhance the growth potential and value of a target business and provide opportunities for attractive returns to our stockholders.
Mr. Foley has over 32 years of experience in industry consolidation and delivering stockholder value, with a principal background in the financial, technology, insurance and services sectors. As a pre-eminent operator, Mr. Foley has led six separate multi-billion dollar public market platforms with hundreds of acquisitions, including FNF, Fidelity National Information Services, Inc. (NYSE: FIS) (‘‘FIS’’), Black Knight, Ceridian, FGL Holdings Inc. (NYSE: FG) (“FGL Holdings”) and Cannae Holdings (NYSE: CNNE). As Founder, former CEO, and now Chairman of FNF, Mr. Foley, has built the largest title insurance company in the United States, growing equity value from $3.0 million to over $13.0 billion at its peak.
In addition to his operational expertise, Mr. Foley has a long track-record as a prudent investor and has realized significant gains on many large investments. Mr. Foley can offer management teams and companies mature, respected and steady leadership. Mr. Foley and his team will identify companies with strong reliable cash flow in a range of market conditions. We believe attractive returns can be earned in the current market environment by taking limited calculated short term volatility risks in exchange for a higher probability of outsized long term returns. We believe Mr. Foley’s calm hand will help a potential target company better navigate today’s uncertain economic environment.
During Mr. Foley’s career, many of his largest investments, whether founded or acquired, shared many of the following characteristics:
•
had or acquired significant market share in the industries in which they operate;
•
FNF is the largest title insurer in the United States;
•
Black Knight is a leading provider of integrated software, data and analytics solutions to the mortgage and consumer loan, real estate and capital markets verticals, with 59% share of U.S. first lien mortgages on its servicing software platform as of December 31, 2019;
•
FIS is a leading provider of technology solutions for merchants, banks and capital markets firms globally;
•
Dun & Bradstreet is a leading global provider of business decisioning data and analytics, and Dun & Bradstreet’s unique identifier, a D-U-N-S Number, which is recommended and, in many cases required, by over 240 commercial, trade and government organizations; and
•
Ceridian is a leading human capital management company.
•
are essential utilities to industries that are core to the economy; and
•
sections of the U.S. economy would not function efficiently without the critical products and services provided by companies such as FNF, Black Knight, FIS and Dun & Bradstreet.
•
unseen potential for growth of revenues and/or operating margins.
•
Mr. Foley has a record of identifying opportunities and efficiencies within a company or firm that have not been seen by others;
•
FNF has achieved industry leading title margins averaging between 300 and 500 bps better than its closest competitor over multi-decade economic cycles; and
•
Mr. Foley was able to quickly reorganize and realign Black Knight upon re-taking control of the company in 2014 and improved adjusted operating margins by 950 bps and re-ignited revenue growth.
Mr. Foley’s proven track record is driven by his value creation playbook. This playbook, when coupled with go-to-market organization optimization, strategic acquisitions and investing in growth, has been substantiated by Mr. Foley’s history of creating shareholder value, exceeding initial synergy estimates by an average of 1.4x initial forecasts and recruiting and developing leaders to implement his transformation initiatives. Key aspects of this playbook include:
•
identifying cost savings;
•
enhancing cross-selling;
•
undertaking strategy shifts;
•
eliminating siloed organizational structures; and
•
accelerating product expansion.
Trasimene Capital, led by Mr. Foley, employs a strong team of professionals with extensive operating and investing experience, including among others:
•
Richard N. Massey. Mr. Massey serves as Chief Executive Officer of Foley Trasimene Acquisition Corp. and will serve as a member of our board of directors upon completion of this offering. Mr. Massey serves as a Senior Managing Director of Trasimene Capital and as Chief Executive Officer of Cannae Holdings. Mr. Massey has more than three decades of significant related experience, most recently as the Chairman and principal shareholder of Bear State Financial, Inc., a publicly traded financial institution, from 2011 until April 2018, and as a partner in Westrock Capital, LLC, a private investment partnership, since January 2009. Mr. Massey was Chief Strategy Officer and General Counsel of Alltel Corporation from January 2006 to January 2009, the fifth largest wireless carrier in the United States, before being sold for approximately $29.0 billion in 2009. Previously, from 2000 until 2006, Mr. Massey served as a Managing Director of Stephens Inc., a private investment bank, during which time his financial advisory practice focused on software and information technology companies, and he formerly served as a director of FIS. Mr. Massey also serves as a director of Dun & Bradstreet, which is a Cannae Holdings portfolio company, as well as a director
of FNF, Black Knight and FGL Holdings. He is also a director of the Oxford American Literary Project and Chairman of the board of directors of the Arkansas Razorback Foundation.
•
Richard L. Cox. Mr. Cox serves as Chief Financial Officer of Foley Trasimene Acquisition Corp. Mr. Cox has served as a Managing Director of Trasimene Capital since November 2019 and as an Executive Vice President and a Chief Financial Officer of Cannae Holdings since April 2017. Mr. Cox served as an Executive Vice President of FNF from June 2012 until November 2019. He joined FNF in March 2000 and has served in various roles since that time, including as a Senior Vice President and Chief Tax Officer. Prior to joining FNF, Mr. Cox served as a Senior Manager for Deloitte & Touche in Los Angeles. Mr. Cox is also a founder of Wine Decadence, LLC, a private direct sale wine business based in Jacksonville, Florida. He also serves as Treasurer of The Folded Flag Foundation and is the Chairman and President of Angel Mission.
•
David W. Ducommun. Mr. Ducommun serves as a Senior Vice President of Corporate Finance of Foley Trasimene Acquisition Corp. Mr. Ducommun has served as a Managing Director of Trasimene Capital since November 2019, as a Senior Vice President of Corporate Finance of Cannae Holdings since November 2017. Mr. Ducommun has served as a Senior Vice President of Mergers and Acquisitions of FNF from 2011 to November 2019. He also served as Secretary of FGL Holdings from April 2016 until December 2017. Prior to joining FNF, Mr. Ducommun served as a Director of Investment Banking at Bank of America Corporation, since 2008. Before Bank of America Corporation, Mr. Ducommun was an investment banker at Bear Stearns.
In addition, given our relationship with Cannae Holdings, we are advised by the following professional at Cannae Holdings:
•
Michael L. Gravelle. Mr. Gravelle serves as General Counsel and Corporate Secretary of Foley Trasimene Acquisition Corp. Mr. Gravelle has served as an Executive Vice President, General Counsel and Corporate Secretary of Cannae Holdings since April 2017. Mr. Gravelle has served as the Chief Compliance Officer for Trasimene Capital since January 2020. Mr. Gravelle has over 25 years of business and legal experience in the financial industry. Mr. Gravelle has served as an Executive Vice President, General Counsel and Corporate Secretary of FNF since January 2010, and also served in the capacity of an Executive Vice President, Legal since May 2006 and Corporate Secretary since April 2008. Mr. Gravelle joined FNF in 2003, serving as a Senior Vice President. Mr. Gravelle joined a subsidiary of FNF in 1993, where he served as a Vice President, General Counsel and Secretary beginning in 1996 and as a Senior Vice President, General Counsel and Corporate Secretary beginning in 2000. Mr. Gravelle has also served as an Executive Vice President and General Counsel of Black Knight and its predecessors since January 2014 and as Corporate Secretary of Black Knight from January 2014 until May 2018.
We are sponsored by affiliates of Trasimene Capital and Bilcar Limited Partnership. Through our affiliation with Trasimene Capital and Bilcar Limited Partnership, we intend to capitalize on the ability of the platform of Trasimene Capital and Bilcar Limited Partnership in the financial technology sector. Given Trasimene Capital and Bilcar Limited Partnership’s global reach and experience, we believe our team has the required investment, operational, diligence and capital raising expertise to effect a business combination with an attractive target and to position it for a long-term success in the public markets.
Cannae Holdings is a diversified holding company which is externally managed by Trasimene Capital but is not an affiliate of us or our sponsors.
THL is a premier private equity firm investing in growth companies headquartered primarily in North America. THL focuses its investment activity across four industry sectors: Financial Services, Technology & Business Solutions, Consumer, and Healthcare. Since its founding in 1974, THL has raised more than $26 billion of equity capital, invested in over 150 companies and completed more than 400 add-on acquisitions representing an aggregate enterprise value at acquisition of over $200 billion. With dedicated sector and operating teams, THL brings deep domain expertise and resources to build great companies by helping to accelerate growth, improve operations and drive long-term sustainable value in partnership with management.
William P. Foley II and THL have a long and successful track record of investment partnership that spans over fifteen years. The group’s previous transactions include FIS (two separate investments), Sedgwick CMS, Ceridian, Black Knight, ServiceLink, Dun & Bradstreet, and AmeriLife. Total invested capital in these eight investments was approximately $7.6 billion, with total THL invested capital of $2.0 billion.
We believe that THL is well positioned to help the Company identify attractive acquisition candidates because of their extensive contacts and transaction sources, including a broad array of relationships with industry executives, board members, private equity sponsors, investment bankers and other transaction intermediaries. THL will seek to leverage this extensive network of relationships to create acquisition opportunities, develop proprietary angles or advantages and inform our investment theses.
Cannae Holdings and THL FTAC have each entered into a forward purchase agreement with us which each such agreement provides for the purchase by each of Cannae Holdings and THL FTAC, respectively of our Class A common stock in an aggregate share amount equal to 15,000,000 shares of our Class A common stock (or a total of 30,000,000 shares of our Class A common stock), plus an aggregate of 5,000,000 redeemable warrants (or a total of 10,000,000 redeemable warrants) to purchase one share of our Class A common stock at $11.50 per share, for an aggregate purchase price of $150,000,000 (or a total of $300,000,000), or $10.00 for one share of our Class A common stock and one-third of one warrant, in a private placement to occur concurrently with the closing of our initial business combination. The warrants sold pursuant to the forward purchase agreements will be identical to the warrants sold as part of the units in this offering. We believe our ability to complete an initial business combination will be enhanced by our having entered into the forward purchase agreements with each of Cannae Holdings and THL FTAC. The proceeds from the sale of forward purchase shares may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. These purchases will be made regardless of whether any shares of our Class A common stock are redeemed by our public stockholders and are intended to provide us with a minimum funding level for our initial business combination. In connection with the forward purchase shares sold to Cannae Holdings and THL FTAC, we expect that each of our sponsors will receive (by way of an adjustment to their existing shares of our Class B common stock) an aggregate number of additional shares of our Class B common stock so that the sponsors, in the aggregate, on an as-converted basis, will hold 20% of our Class A common stock at the time of the closing of the initial business combination.
We currently expect that an affiliate of Cannae Holdings will have an approximately 29% limited partnership interest in Trasimene Capital FT, LP, and THL FTAC will have an approximately 29% limited partnership interest in Trasimene Capital FT, LP. As a result, each of Cannae Holdings and THL FTAC is expected to have an indirect economic interest in approximately 29% of the founder shares and private placement warrants owned by Trasimene Capital FT, LP. We believe our ability to complete an initial business combination will be enhanced by our relationship with Cannae Holdings and THL. William P. Foley, II is the Chairman of Cannae Holdings, and Cannae Holdings is managed by Trasimene Capital. Cannae Holdings is a diversified holding company with investments in restaurants, technology-enabled healthcare services, financial services and more. THL is a premier private equity firm and focuses its investment activity across four industry sections: Financial Services, Technology & Business Solutions, Consumer and Healthcare. Our business strategy is well aligned with Cannae Holdings’ and THL FTAC’s primary objective of maximizing stockholder value.
Business Strategy
Foley Trasimene Acquisition Corp. intends to employ a fundamental, value-oriented acquisition framework that seeks a target with utility-like features, a defensible market position, reliable cash flows and low overall economic cycle risk. Our business strategy is to identify and complete our initial business combination, with a company that complements the experience of our founder and can benefit from his operational expertise. Our selection process will leverage our founder’s broad and deep relationship network, unique industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our founder’s extensive experience and demonstrated success in both investing in and operating businesses across a variety of industries, developing a distinctive combination of capabilities including:
•
a track record of building industry-leading companies and proven ability to deliver stockholder value over an extended time period with above-market-average investment returns that are multiples greater than comparable benchmarks and peers;
•
a prolific acquisition history, having completed hundreds transactions that have in sum contributed to such companies’ financial results and strategic position. This acquisition history has been executed using established proprietary deal sourcing and differentiated transaction execution/structuring capabilities;
•
experience deploying a unique and broad value creation toolkit including identifying value enhancements, recruiting world-class talent and delivering elite operating efficiency by exceeding synergy targets in transactions across multiple industries; and
•
an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership.
Upon completion of this offering, Mr. Foley will communicate with his networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities.
Acquisition Criteria
Our acquisition strategy will leverage Mr. Foley’s network of proprietary deal sources where we believe a combination of a proactive outreach and receptivity to inbound ideas will provide us with a number of business combination opportunities. Additionally, we expect that relationships cultivated from years of transaction experience and management teams of public and private companies, investment bankers and other business associates will provide potential opportunities for Foley Trasimene Acquisition Corp. Consistent with our strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe:
•
have the opportunity to become an industry utility with a defensible market position that can benefit from Mr. Foley’s leadership and guidance;
•
are at a critical strategic inflection point, such as requiring additional management expertise or access to capital to launch a new phase of growth or corporate/business model evolution;
•
exhibit unrecognized value or other characteristics that we believe Mr. Foley can optimize over the long-run to produce outsized investor returns;
•
exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, which we believe have been misevaluated by the marketplace based on our analysis and due diligence review;
•
will offer an attractive risk-adjusted return for our stockholders, similar to Mr. Foley’s historical achievements, having realized large investment successes with minimal failures of meaningful size; and
•
have been materially impacted by possible current market dislocations but are fundamentally sound businesses whose products and/or services are necessary to the continuing function of a core economic industry or service.
These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.
Our Founder, Our Board of Directors and Management
William P. Foley, II, will serve as the Executive Chairman of our board of directors.
With respect to the above, past performance of our founder, management team, Trasimene Capital, Bilcar Limited Partnership and their respective affiliates, is not a guarantee either of (i) success with respect to a business combination that may be completed or (ii) the ability to successfully identify a suitable candidate for our initial business combination. You should not rely on the historical record of our founder’s, management’s, Trasimene Capital’s, Bilcar Limited Partnership’s or their respective affiliates as indicative of our future performance. See “Risk Factors — Past performance by Trasimene Capital and Bilcar Limited Partnership, or their respective affiliates (including the founder and our management team), including the businesses referred to herein, may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire.” For a list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to “Management — Conflicts of Interest.”
Certain of our founder, officers and directors may have fiduciary and contractual obligations to Trasimene Capital or Bilcar Limited Partnership and to certain companies in which those companies have invested. As a result, certain of our officers and directors may have a duty to offer acquisition opportunities to companies that they are officers or directors of and certain Trasimene Capital or Bilcar Limited Partnership investment vehicles and/or portfolio companies, as applicable, before Foley Trasimene Acquisition Corp. can pursue such opportunities.
However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination. We believe this conflict of interest will be naturally mitigated, to some extent, by the differing nature of the acquisition targets that Trasimene Capital and Bilcar Limited Partnership typically consider most attractive for their investment vehicles and the types of acquisitions we expect Foley Trasimene Acquisition Corp. to find most attractive. As a result of due diligence from the broader platform, we may become aware of a potential transaction that is not a fit for the traditional investing activities of Trasimene Capital and Bilcar Limited Partnership but that is an attractive opportunity for Foley Trasimene Acquisition Corp. In addition to the above, our founder, officers and directors are not required to commit any specific amount of time to our affairs, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process. Accordingly, our founder, officers and directors may have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
We believe our directors’ and management team’s operating and transaction experience and relationships with companies will provide us with a substantial number of potential business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, our management team’s relationships with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. See the section of this prospectus entitled “Management” for a more complete description of our management team’s experience.
Initial Business Combination
In accordance with the rules of the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (“FINRA”) or an independent valuation or appraisal firm with respect to satisfaction of such criteria. Our stockholders may
not be provided with a copy of such opinion nor will they be able to rely on such opinion. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.
We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.
To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us.
The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.
Our Acquisition Process
In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsors, founder, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsors, founder, officers or directors, we, or a committee of independent directors, will obtain an opinion that our initial business combination is fair to
our company from a financial point of view from either an independent investment banking firm that is a member of FINRA or an independent accounting firm.
Members of our management team and officers and directors of Cannae Holdings and THL FTAC may directly or indirectly own our common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.
Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our founder, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Delaware law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our second amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and it is an opportunity that we are able to complete on a reasonable basis.
We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business, nor have they had any discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Trasimene Capital and Bilcar Limited Partnership are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company and we will not consider a business combination with any company that has already been identified to Trasimene Capital and Bilcar Limited Partnership as a suitable acquisition candidate for it, unless Trasimene Capital and Bilcar Limited Partnership, in their sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.
Trasimene Capital externally manages Cannae Holdings pursuant to a management services agreement. Investment vehicles managed by Trasimene Capital, Bilcar Limited Partnership or their affiliates may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity.
Corporate Information
Our executive offices are located at 1701 Village Center Circle, Las Vegas, NV 89134 and our telephone number is (702) 323-7330.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the
requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the Market Value (as defined below) of our Class A common stock that is held by non-affiliates equals or exceeds $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.
The Offering
In deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled “Risk Factors” of this prospectus.
75,000,000 units, at $10.00 per unit, each unit consisting of:
•
one Class A common stock; and
•
one-third of one redeemable warrant.
Class A common stock: “WPF”
Warrants: “WPF WS”
Units: “WPF.U”
Trading commencement and separation of shares of our Class A common stock and warrants
The units are expected to begin trading on or promptly after the date of this prospectus. The shares of our Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse and BofA Securities inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of our Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of our Class A common stock and warrants. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant.
Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
Separate trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K
In no event will the Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report
on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.
Units:
Number outstanding before this offering
0
Number outstanding after this offering
75,000,000(1)
Common stock:
Number outstanding before this offering
21,562,500 Class B common stock(2)(3)
Number outstanding after this offering
93,750,000 Class A and Class B common stock(1)(2)(4)
Warrants:
Number of private placement warrants to be sold in a private placement simultaneously with this offering
11,333,334(1)
Number of warrants to be outstanding after this offering and the sale of the private placement warrants
36,333,334(1)
(1)
Assumes no exercise of the underwriters’ over-allotment option and the forfeiture by our Sponsors of 2,812,500 founder shares.
(2)
Founder shares are currently classified as shares of our Class B common stock, which shares will automatically convert into Class A common stock on the first business day following the completion of our initial business combination as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our second amended and restated certificate of incorporation.
(3)
Consists solely of founder shares outstanding as of the date of this prospectus and includes up to 2,812,500 shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised.
(4)
Includes 75,000,000 public shares and 18,750,000 founder shares, assuming 2,812,500 founder shares have been forfeited following expiration of the underwriters’ over-allotment option.
Each whole warrant sold in this offering is exercisable to purchase one share of our Class A common stock. Only whole warrants are exercisable.
We structured each unit to contain one-third of one redeemable warrant, with each whole warrant exercisable for one share of our Class A common stock, as compared to units issued by some other similar blank check companies which contain whole warrants exercisable for one whole share, in order to reduce the dilutive effect of the warrants upon completion of a business combination as compared to units that each contain a warrant to purchase one whole share, thus making us, we believe, a more attractive business combination partner for target businesses.
$11.50 per whole share, subject to adjustments as described herein. In addition, if (x) we issue additional shares of our Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of our Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, (i) in the case of any such issuance to our sponsors or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance, and (ii) to the extent that such issuance is made to Trasimene Capital and Bilcar Limited Partnership or their respective affiliates, without taking into account the transfer of founder shares or private placement warrants (including if such transfer is effectuated as a surrender to us and subsequent reissuance by us) by our sponsors in connection with such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
The warrants will become exercisable on the later of:
•
30 days after the completion of our initial business combination; and
•
twelve months from the closing of this offering;
provided in each case that we have an effective registration statement under the Securities Act covering the shares of our Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement as a result of (i) our failure to have an effective registration statement
by the 60th business day after the closing of the initial business combination as described in the immediately following paragraph or (ii) a notice of redemption described below under “Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00”). If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
We are not registering the shares of our Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of our Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of our Class A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of our Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.
Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00
Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):
•
in whole and not in part;
•
at a price of $0.01 per warrant;
•
upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the “30-day redemption period”; and
•
if, and only if, the last reported sale price of our Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like).
However, in this case, we will not redeem the warrants unless an effective registration statement under the Securities Act covering shares of our Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of our Class A common stock is available throughout the 30-day redemption period. Any such exercise would not be on a “cashless” basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised.
The forward purchase warrants will be redeemable on the same terms as the warrants offered as part of the units. Except as set forth below, none of the private placement warrants will be redeemable by us so long as they are held by our sponsors or their permitted transferees.
Redemption of warrants when the price per share of our Class A common stock equals or exceeds $10.00
Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):
•
in whole and not in part;
•
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table set forth under “Description of Securities — Warrants — Public Stockholders’ Warrants” based on the redemption date and the “fair market value” of our Class A common stock (as defined below);
•
if, and only if, the Reference Value (as defined above under “Redemption of warrants when the price per share of our Class A common stock equals or exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like); and
•
if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), the private placement warrants must also concurrently be called for redemption on the same terms as the outstanding public warrants, as described above.
The “fair market value” of our Class A common stock shall mean the volume-weighted average price of our Class A common stock for the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. We will provide our warrant
holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of our Class A common stock per warrant (subject to adjustment).
No fractional shares of our Class A common stock will be issued upon redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of our Class A common stock to be issued to the holder. Please see the section entitled “Description of Securities — Warrants — Public Stockholders’ Warrants and Forward Purchase Warrants” for additional information.
Forward purchase agreements
We have entered into forward purchase agreements with each of Cannae Holdings, a diversified holding company which is externally managed by Trasimene Capital but is not an affiliate of us or our sponsors, and THL FTAC, an affiliate of THL, a premier private equity firm investing in growth companies headquartered primarily in North America, pursuant to each agreement, Cannae Holdings and THL FTAC have each agreed to purchase shares of our Class A common stock in an aggregate share amount equal to 15,000,000 shares of our Class A common stock (or a total of 30,000,000 shares of our Class A common stock), plus an aggregate of 5,000,000 redeemable warrants (or a total of 10,000,000 redeemable warrants) to purchase one share of our Class A common stock at $11.50 per share, for an aggregate purchase price of $150,000,000 (or a total of $300,000,000), or $10.00 for one share of our Class A common stock and one-third of one warrant, in a private placement to occur concurrently with the closing of our initial business combination. The warrants to be sold as part of the forward purchase agreements will be identical to the warrants sold as part of the units in this offering.
Under the forward purchase agreements, we will provide a right of first offer to Cannae Holdings and THL, if we propose to raise additional capital by issuing any equity, or securities convertible into, exchangable or exercisable for equity securities, other than the units and certain excluded securities. In addition, if we seek stockholder approval of a proposed initial business combination, each of Cannae Holdings and THL has agreed under the forward purchase agreements to vote any shares of Class A common stock owned by each of Cannae Holdings and THL in favor of any proposed initial business combination.
Pursuant to the forward purchase agreements, we have agreed to use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination a resale shelf registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying Class A ordinary
shares), (ii) to cause such registration statement to be declared effective promptly thereafter, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which Cannae Holdings or THL FTAC, or their respective assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct underwritten offerings, subject to certain limitations. In addition, the forward purchase agreements provide for certain ‘‘piggy-back’’ registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by us. See the section of this prospectus entitled “Description of Securities — Registration Rights.”
In connection with the forward purchase securities sold to each of Cannae Holdings and THL FTAC, respectively, we expect that our initial stockholders will receive (by way of an adjustment to their existing shares of our Class B common stock) an aggregate number of additional shares of our Class B common stock so that the initial stockholders, in the aggregate, on an as-converted basis, will hold 20% of the shares of our Class A common stock at the time of the closing of the initial business combination.
The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. These purchases will be required to be made regardless of whether any shares of our Class A common stock are redeemed by our public stockholders and are intended to provide us with a minimum funding level for our initial business combination.
Neither Cannae Holdings nor THL FTAC will have any right to the funds held in the trust account except with respect to any public shares owned by them.
During the period ended April 7, 2020, our sponsors paid in the aggregate $25,000, or approximately $0.001 per share, to cover certain of our offering costs in consideration of 21,562,500 shares of our Class B common stock, par value $0.0001. Prior to the initial investment in the company of $25,000 by the sponsors, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares was determined based on the expectation that the founder shares would represent 20% of the outstanding shares after this offering (assuming the sponsors do not purchase any units in this offering). In , 2020, our sponsors transferred 25,000 founder shares to each of our independent director nominees at
their original purchase price. If we increase or decrease the size of this offering, we will effect a stock capitalization or a share surrender or redemption or other appropriate mechanism, as applicable, with respect to the shares of our Class B common stock immediately prior to the completion of this offering in such amount as to maintain the ownership of our sponsors (and their permitted transferees), on an as-converted basis, at 20% of our issued and outstanding shares of our Class A common stock upon the completion of this offering. Up to 2,812,500 founder shares will be subject to forfeiture by our sponsors depending on the extent to which the underwriters’ over-allotment option is exercised so that our sponsors will maintain ownership of 20% of our Class A common stock after this offering.
The founder shares are identical to the shares of our Class A common stock included in the units being sold in this offering, except that:
•
only holders of the founder shares have the right to vote on the appointment of directors prior to our initial business combination and holders of a majority of our founder shares may remove a member of the board of directors for any reason;
•
the founder shares are subject to certain transfer restrictions, as described in more detail below;
•
each of our sponsors, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive (i) their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination; (ii) their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to our second amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering or (B) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity; and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares if we do not complete our initial business combination within 24 months from the closing of this offering, although they will be entitled to liquidating distributions from the trust account with respect to any public shares they hold if we do not complete our initial business combination within the prescribed time frame. If we submit our initial business combination to our public stockholders for a vote, pursuant to the terms of a letter agreement entered into with us, our
sponsors, officers and directors have agreed to vote their founder shares and any public shares purchased during or after this offering, in favor of our initial business combination. In addition, pursuant to the terms of the forward purchase agreements, Cannae Holdings and THL FTAC have each agreed to vote any shares purchased during or after this offering, in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need 28,125,001, or 37.5%, of the 75,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised);
•
the founder shares will automatically convert into shares of our Class A common stock on the first business day following the completion of our initial business combination as described below adjacent to the caption “Founder shares conversion and anti-dilution rights” and in our second amended and restated certificate of incorporation; and
•
the founder shares are entitled to registration rights.
Transfer restrictions on founder shares
Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares and any shares of our Class A common stock issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of our initial business combination or (ii) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property; except to certain permitted transferees and under certain circumstances as described herein under “Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants.” Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if (1) the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (2) if we complete a transaction after our initial business combination which results in all of our stockholders having the right to exchange their shares for cash, securities or other property, the converted shares of our Class A common stock will be released from the lock-up.
Founder shares conversion and anti-dilution rights
The founder shares are designated as shares of our Class B common stock and will automatically convert into shares of our Class A common stock on the first business day following the completion of our initial business combination at a ratio such that the number of shares of our Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of our common stock issued and outstanding upon completion of this offering, plus (ii) the sum of (a) the total number of shares of our common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities (as defined herein) or deemed issued by the Company in connection with or in relation to the completion of the initial business combination (including the forward purchase shares, but not the forward purchase warrants), excluding (1) any shares of our Class A common stock or equity-linked securities exercisable for or convertible into shares of our Class A common stock issued, or to be issued, to any seller in the initial business combination, and (2) any private placement warrants issued to our sponsors or any of their affiliates upon conversion of working capital loans, minus (b) the number of public shares redeemed by public stockholders in connection with our initial business combination. In no event will the shares of our Class B common stock convert into shares of our Class A common stock at a rate of less than one to one.
Appointment of directors; Voting rights
Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our second amended and restated certificate of incorporation may only be amended by approval of a majority of at least 90% of the shares of our Class B common stock voting in an annual meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.
Private placement warrants
Our sponsors have committed, pursuant to a written agreement, to purchase an aggregate of 11,333,334 private placement warrants (or 12,833,334 private placement warrants if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, at a price of $1.50 per whole warrant (approximately $17,000,001 in the aggregate or $19,250,001 in the aggregate if the underwriters’ over-allotment option is exercised in full), in
a private placement that will close simultaneously with the closing of this offering.
A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing $750,000,000 (or $862,500,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account. If we do not complete an initial business combination within 24 months from the closing of this offering, the proceeds from the sale of the private placement warrants held in the trust account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private placement warrants will expire worthless.
The private placement warrants will be non-redeemable (except as set forth under “Description of Securities — Warrants — Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $10.00”) and exercisable on a cashless basis so long as they are held by our sponsors or their permitted transferees (see “Description of Securities — Warrants — Private Placement Warrants”). If the private placement warrants are held by holders other than our sponsors or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Our sponsors, as well as their permitted transferees, have the option to exercise the private placement warrants on a cashless basis.
Transfer restrictions on private placement warrants
The private placement warrants (including the shares of our Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except as described herein under the section of this prospectus entitled “Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants.”)
Proceeds to be held in trust account
Of the proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, $750,000,000, or $862,500,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be deposited into a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company, acting as trustee, and $2,000,000 will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The proceeds to be placed into the trust account include $26,250,000 (or $30,187,500 if the underwriters’ over-allotment option is exercised in full) in deferred underwriting commissions.
Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released until the earliest to occur of: (a) the completion of our initial business combination; (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our second amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity; and (c) the redemption of all of our public shares if we have not completed our business combination within 24 months from the closing of this offering, subject to applicable law. Public stockholders who redeem their shares of our Class A common stock in connection with a stockholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we are unable to complete an initial business combination within 24 months from the closing of this offering, with respect to such shares of our Class A common stock so redeemed. The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public stockholders.
Anticipated expenses and funding sources
Except as described above with respect to the payment of taxes, unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use. The proceeds held in the trust account, if invested, will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 1.0% per year, we estimate the interest earned on the trust account to generate approximately $7,500,000 per year; however we can provide no assurances regarding this amount. Except as described above, unless and until we complete our initial business combination, we may pay our expenses only from:
•
the net proceeds of this offering and the sale of the private placement warrants not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $1,000,000 in expenses relating to this offering; and
•
any loans or additional investments from our sponsors or an affiliate of our sponsors or certain of our officers and directors, although they are under no obligation to advance funds or invest in us, and provided
that any such loans will not have any claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial business combination.
Conditions to completing our initial business combination
There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. NYSE rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination.
If our board of directors is not able to independently determine the fair market value of the target business or businesses or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm. Our stockholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.
Permitted purchases of public shares and public warrants by our affiliates
If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the
completion of our initial business combination where otherwise permissible under applicable laws, rule and regulations. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Proposed Business — Permitted Purchases of Our Securities” for a description of how our initial stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction.
The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A common stock or warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Redemption rights for public stockholders upon completion of our initial business combination
We will provide our public stockholders with the opportunity to redeem all or a portion of their Class A common stock upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the completion of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsors and each member of our management team have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares held by them and any public shares they may acquire during or after this offering in connection with the completion of our initial business combination or otherwise.
Limitation on redemptions
Our second amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. Furthermore, although we will not redeem shares in an amount that would cause our net tangible assets to fall below $5,000,001, we do not have a maximum redemption threshold based on the percentage of shares sold in this offering, as many blank check companies do. In the event the aggregate cash consideration we would be required to pay for all Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A common stock submitted for redemption will be returned to the holders thereof.
Manner of conducting redemptions
We will provide our public stockholders with the opportunity to redeem all or a portion of their public
shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) without a stockholder vote by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval, while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding shares of our Class A common stock or seek to amend our second amended and restated certificate of incorporation would require stockholder approval. We currently intend to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons.
If we hold a stockholder vote to approve our initial business combination, we will:
•
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
•
file proxy materials with the SEC
If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holders present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the terms of a letter agreement entered into with us, our initial stockholders and each member of our management team have agreed (and their permitted transferees will agree) to vote their founder shares held by them and any public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our initial business combination. In addition, pursuant to the terms of the forward purchase agreements, Cannae Holdings and THL FTAC have each agreed to vote any shares purchased during or after the offering, in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need 28,125,001, or 37.5%, of the 75,000,000 public shares sold
in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding shares are voted and the over-allotment option is not exercised). The other members of our management team have entered into agreements similar to the one entered into by our sponsors with respect to any public shares acquired by them in or after this offering. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction.
If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will:
•
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and
•
file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
Upon the public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsors will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
Our second amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For
example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all common stock submitted for redemption will be returned to the holders thereof.
Limitation on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold stockholder vote
Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our second amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us, our sponsors or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem to no more than 15% of the shares sold in this offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination. Our sponsors, directors and each member of our management team have, pursuant to a letter agreement
entered into with us, waived their right to have any founder shares or public shares redeemed in connection with our initial business combination. Unless any of our other affiliates acquires founder shares through a permitted transfer from our sponsors, and thereby becomes subject to the letter agreement, no such affiliate is subject to this waiver. However, to the extent any such affiliate acquires public shares in this offering or thereafter through open market purchases, it would be a public stockholder and subject to the 15% limitation in connection with any such redemption right.
Release of funds in trust account on closing of our initial business combination
On the completion of our initial business combination, the funds held in the trust account will be disbursed directly by the trustee to pay amounts due to any public stockholders who exercise their redemption rights as described above under “Proposed Business — Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination,” to pay the underwriters their deferred underwriting commissions, to pay all or a portion of the consideration payable to the target or owners of the target of our initial business combination and to pay other expenses associated with our initial business combination. If our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
Redemption of public shares and distribution and liquidation if no initial business combination
Our sponsors, officers and directors have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we have not completed an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject
to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we do not complete an initial business combination within 24 months from the closing of this offering.
Our sponsors, directors and each member of our management team have entered into letter agreements with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we do not complete an initial business combination within 24 months from the closing of this offering. However, if our sponsors, directors or members of our management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we do not complete an initial business combination within 24 months from the closing of this offering.
The underwriters have agreed to waive their rights to their deferred underwriting commission held in the trust account in the event we do not complete an initial business combination within 24 months from the closing of this offering and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of our public shares.
Our sponsors, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our second amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of this offering, or with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitations described above under “Proposed Business — Limitations on Redemptions.” For example, our board of directors may propose such an amendment if it determines that additional time is necessary to complete our initial business combination. In such event, we will conduct a proxy solicitation and distribute
proxy materials pursuant to Regulation 14A of the Exchange Act seeking stockholder approval of such proposal and, in connection therewith, provide our public stockholders with the redemption rights described above upon stockholder approval of such amendment. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director or director nominee, or any other person.
Limited payments to insiders
There will be no finder’s fees, reimbursements or cash payments made by the company to our sponsors, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering and the sale of the private placement warrants held in the trust account prior to the completion of our initial business combination:
•
Reimbursement of funds advanced to us by our sponsors to cover offering-related and organizational expenses;
•
Reimbursement for office space and administrative support services provided to us by Cannae Holdings, in the amount of $5,000 per month;
•
Reimbursement of legal fees and expenses incurred by our sponsors, officers or directors in connection with our formation, the initial business combination and their services to us;
•
Payment of fees and reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and
•
Repayment of loans which may be made by our sponsors or an affiliate of our sponsors or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.
Any such payments will be made either (i) prior to our initial business combination using proceeds of this offering held outside the trust account or from loans made to us by our sponsors or (ii) in connection with or after the completion of our initial business combination.
We will establish and maintain an audit committee, which will be composed entirely of independent directors. Among its responsibilities, the audit committee will review on a quarterly basis all payments that were made to our sponsors, officers or directors, or our or their affiliates and monitor compliance with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance with the terms of this offering. For more information, see the section entitled “Management — Committees of the Board of Directors — Audit Committee.”
Trasimene Capital externally manages Cannae Holdings pursuant to a management services agreement. Investment vehicles managed by Trasimene Capital, Bilcar Limited Partnership or their affiliates may compete with us for acquisition opportunities. If these investment vehicles decide to pursue any such opportunity, we may be precluded from procuring such opportunities. In addition, investment ideas generated within Trasimene Capital and Bilcar Limited Partnership, including by our founder, may be suitable for both us and for a current or future Trasimene Capital or Bilcar Limited Partnership investment vehicle and may be directed to such investment vehicle rather than to us. Neither our founder nor members of our management team who are also employed by certain affiliates of Trasimene Capital and Bilcar Limited Partnership have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member solely in his or her capacity as an officer of the Company. Our founder and/or our management, in their capacities as officers or managing directors of Trasimene Capital or Bilcar Limited Partnership or in their other endeavors, may be required to present potential business combinations to the related entities described above, current or future Trasimene Capital and Bilcar Limited Partnership investment vehicles, or third parties, before they present such opportunities to us.
Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. Our second amended and restated certificate of incorporation will provide that we renounce our
interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.
In addition, our sponsors, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsors, officers or directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company with which they may become involved. However, we do not believe that any potential conflicts would materially affect our ability to complete our initial business combination.
Our sponsors have agreed that they will be liable to us if and to the extent any claims by a third party (other than our independent public accountants) for services rendered or products sold to us, or by a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below (i) $10.00 per public share or (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsors will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our sponsors have sufficient funds to satisfy its indemnity obligations and believe that our sponsors’ only assets are securities of our company. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Risks
We are a newly incorporated company that has conducted no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background of our management team, but also the special risks we face as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act. Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional information concerning how Rule 419 blank check offerings differ from this offering, please see “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.” You should carefully consider these and the other risks set forth in the section of this prospectus entitled “Risk Factors.”
SUMMARY FINANCIAL DATA
The following table summarizes the relevant financial data for our business and should be read with our financial statements, which are included in this prospectus. We have not had any significant operations to date, so only balance sheet data is presented.
|
|
|
|
April 7, 2020
|
|
|
Balance Sheet Data:
|
|
|
|
Working capital (deficiency)
|
|
|
|
$
|
(103,482)
|
|
|
|
Total assets
|
|
|
|
$
|
302,000
|
|
|
|
Total liabilities
|
|
|
|
$
|
278,482
|
|
|
|
Stockholders’ equity
|
|
|
|
$
|
23,518
|
|
|
If no business combination is completed within 24 months from the closing of this offering, the proceeds then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Our sponsors, directors and each member of our management team have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we do not complete our initial business combination within such 24 month time period.
RISK FACTORS
An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this prospectus, before making a decision to invest in our units. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
We are a recently incorporated company incorporated under the laws of the State of Delaware with no operating results, and we will not commence operations until obtaining funding through this offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we do not complete our initial business combination, we will never generate any operating revenues.
Past performance by Trasimene Capital and Bilcar Limited Partnership, or their respective affiliates (including the founder and our management team), including the businesses referred to herein, may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire.
Information regarding past performance of Trasimene Capital and Bilcar Limited Partnership, or their respective affiliates, including FNF, FIS, FGL Holdings, Cannae Holdings, Black Knight, FNFV or Dun & Bradstreet, or our management team is presented for informational purposes only. Any past experience and performance of Trasimene Capital and Bilcar Limited Partnership, their affiliates, our founder, our management team or the other companies referred to herein is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our initial business combination or (2) of any results with respect to any initial business combination we may complete. You should not rely on the historical record of Trasimene Capital and Bilcar Limited Partnership, their affiliates, our founder, our management team’s performance or the performance of the other companies referred to herein as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward. An investment in us is not an investment in Trasimene Capital and Bilcar Limited Partnership or their affiliates nor the other companies referred to in this prospectus.
Our public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.
We may choose not to hold a stockholder vote before we complete our initial business combination if the business combination would not require stockholder approval under applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would not be required to seek stockholder approval to complete such a transaction. Except as required by law or stock exchange, the decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may complete our initial business combination even if a majority of our public stockholders do not approve of the business combination we complete.
Please see the section of this prospectus entitled “Proposed Business — Stockholders May Not Have the Ability to Approve our Initial Business Combination” for additional information.
Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one or more target businesses. Since our board of directors may complete a
business combination without seeking stockholder approval, public stockholders may not have the right or opportunity to vote on the business combination, unless we seek such stockholder vote. Accordingly, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public stockholders in which we describe our initial business combination.
If we seek stockholder approval of our initial business combination, our initial stockholders, members of our management team, Cannae Holdings and THL FTAC have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.
Our initial stockholders will own, on an as-converted basis, 20% of our outstanding shares of our Class A common stock immediately following the completion of this offering. In addition, Cannae Holdings and THL FTAC have each agreed to purchase Class A common stock in an aggregate share amount equal to 15,000,000 shares of our Class A common stock (or a total of 30,000,000 shares of our Class A common stock), plus an aggregate of 5,000,000 redeemable warrants (or a total of 10,000,000 redeemable warrants) to purchase one share of our Class A common stock at $11.50 per share. Our initial stockholders and members of our management team also may from time to time purchase Class A common stock prior to our initial business combination. Our second amended and restated certificate of incorporation will provide that, if we seek stockholder approval of an initial business combination, such initial business combination will be approved if we receive the affirmative vote of a majority of the shares voted at such meeting, including the founder shares. If we submit our initial business combination to our public stockholders for a vote, pursuant to the terms of a letter agreement entered into with us, our sponsors and members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering, in favor of our initial business combination. In addition, pursuant to the terms of the forward purchase agreements, Cannae Holdings and THL FTAC have each agreed to vote any shares purchased during or after the offering, in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need 28,125,001, or 37.5%, of the 75,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). Accordingly, if we seek stockholder approval of our initial business combination, the agreement by our initial stockholders, each member of our management team, Cannae Holdings and THL FTAC to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite stockholder approval for such initial business combination.
In evaluating a prospective target business for our initial business combination, our management will rely on the availability of all of the funds from the sale of the forward purchase securities to be used as part of the consideration to the sellers in the initial business combination. If the sale of the forward purchase securities fails to close, we may lack sufficient funds to complete our initial business combination.
We have entered into the forward purchase agreements pursuant to which Cannae Holdings and THL FTAC have each agreed to purchase the forward purchase shares in a private placement to occur concurrently with our initial business combination. The funds from the sale of forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. The obligations under the forward purchase agreements do not depend on whether any public stockholders elect to redeem their shares and provide us with a minimum funding level for the initial business combination. However, if the sale of the forward purchase securities does not close by reason of the failure by either Cannae Holdings or THL FTAC to fund the purchase price for their respective forward purchase securities, for example, we may lack sufficient funds to complete our initial business combination. Additionally, the obligation of Cannae Holdings and THL FTAC to purchase the forward purchase securities are subject to termination prior to the closing of the sale of the forward purchase securities by mutual written consent of the Company and Cannae Holdings or THL FTAC, respectively, or, automatically: (a) if this offering is not completed on or prior to May 8, 2022; (b) if the initial business combination is not completed within 24 months of the closing of this offering or such later date as may be approved by the Company’s shareholders; (c) if William P. Foley, II dies; (d) if William P. Foley, II, the sponsors or the Company become subject to any voluntary or involuntary petition under the United States federal bankruptcy laws or any state insolvency law, in each
case which is not withdrawn within sixty (60) days after being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of William P. Foley, II, the sponsors or the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment; or (e) if William P. Foley, II is convicted in a criminal proceeding for a crime involving fraud or dishonesty. The obligation of Cannae Holdings and THL FTAC, respectively, to purchase the forward purchase securities is subject to fulfillment of customary closing conditions and other conditions as set forth in the forward purchase agreements, including: (a) the initial business combination shall be consummated substantially concurrent with, and immediately following, the purchase of the forward purchase securities; and (b) the Company must have delivered to Cannae Holdings and THL FTAC, respectively, a certificate evidencing the Company’s good standing as a Delaware corporation, as of a date within ten (10) business days of the closing of the sale of the forward purchase shares. In the event of any such failure to fund by either Cannae Holdings or THL FTAC, any obligation is so terminated or any such condition is not satisfied and not waived by Cannae Holdings or THL FTAC, we may not be able to obtain additional funds to account for such shortfall on terms favorable to us or at all. Any such shortfall would also reduce the amount of funds that we have available for working capital of the post-business combination company. While Cannae Holdings and THL FTAC have each represented to us that each has sufficient funds to satisfy its respective obligations under the respective forward purchase agreement, we have not obligated Cannae Holdings or THL FTAC to reserve funds for such obligations.
The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, if accepting all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.
The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
At the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.
The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.
The requirement that we complete an initial business combination within 24 months after the closing of this offering may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.
Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete an initial business combination within 24 months from the closing of this offering. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.
We may not be able to complete an initial business combination within 24 months after the closing of the offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may only receive $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
Our sponsors, officers and directors have agreed that we must complete our initial business combination within 24 months from the closing of this offering. We may not be able to find a suitable target business and complete an initial business combination within 24 months after the closing of this offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed an initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware Islands law to provide for claims of creditors and the requirements of other applicable law.
The recent coronavirus (COVID-19) pandemic and the impact on business and debt and equity markets could have a material adverse effect on our search for a business combination, and any target business with which we ultimately complete a business combination.
In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China, which has and is continuing to spread throughout China and other parts of the world, including the
United States and Europe. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to the coronavirus, and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic.” A significant outbreak of the coronavirus and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, business operations and the conduct of commerce generally and could have a material adverse effect on the business of any potential target business with which we complete a business combination. Furthermore, we may be unable to complete a business combination if continued concerns relating to the coronavirus restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and complete a transaction in a timely manner. The extent to which the coronavirus impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus pandemic and the actions to contain the coronavirus or treat its impact, among others. If the disruptions posed by the coronavirus or other matters of global concern continue for an extensive period of time, it could have a material adverse effect on our ability to complete a business combination, or the operations of a target business with which we ultimately complete a business combination.
In addition, our ability to complete a transaction may be dependent on the ability to raise equity and debt financing and the coronavirus pandemic and other related events could have a material adverse effect on our ability to raise adequate financing.
If we seek stockholder approval of our initial business combination, our initial stockholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or public warrants from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A common stock.
If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, where otherwise permissible under applicable laws, rules and regulations, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions.
Such a purchase may include a contractual acknowledgment that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial stockholders, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Proposed Business — Permitted Purchases of Our Securities” for a description of how our initial stockholders, directors, executive officers, advisors or any of their affiliates will select which stockholders to purchase securities from in any private transaction.
In addition, if such purchases are made, the public “float” of our Class A common stock or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a stockholder fails to receive our proxy solicitation or tender offer materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. For example, we may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed. See the section of this prospectus entitled “Proposed Business — Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”
You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Our public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) our completion of an initial business combination, and then only in connection with those shares of our Class A common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our second amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of this offering or (B) with respect to any other provisions relating to the rights of our Class A common stock, and (iii) the redemption of our public shares if we have not completed an initial business within 24 months from the closing of this offering, subject to applicable law and as further described herein. Public stockholders who redeem their Class A common stock in connection with a stockholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if have not completed an initial business combination within 24 months from the closing of this offering, with respect to such Class A common stock so redeemed. In addition, if we do not complete an initial business combination within 24 months from the closing of this offering is not completed for any reason, compliance with Delaware law may require that we submit a plan of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our trust account. In that case, public stockholders may be forced to wait beyond 24 months from the closing of this offering before they receive funds from our trust account. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
We have applied to have our units listed on the NYSE on or promptly after the date of this prospectus and our Class A common stock and warrants listed on or promptly after their date of separation. Although after giving effect to this offering we expect to meet, on a pro forma basis, the minimum initial listing
standards set forth in the NYSE listing standards, we cannot assure you that our securities will be, or will continue to be, listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders).
Additionally, our units will not be traded after completion of our initial business combination and, in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE. For instance, our share price would generally be required to be at least $4.00 per share and our stockholders’ equity would generally be required to be at least $4.0 million. We cannot assure you that we will be able to meet those initial listing requirements at that time.
If the NYSE delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
•
a limited availability of market quotations for our securities;
•
reduced liquidity for our securities;
•
a determination that our Class A common stock are a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
•
a limited amount of news and analyst coverage; and
•
a decreased ability to issue additional securities or obtain additional financing in the future.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and eventually our Class A common stock and warrants will be listed on the NYSE, our units, Class A common stock and warrants will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on the NYSE, our securities would not qualify as covered securities under the statute, and we would be subject to regulation in each state in which we offer our securities.
You will not be entitled to protections normally afforded to investors of many other blank check companies.
Since the net proceeds of this offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the successful completion of this offering and the sale of the private placement warrants and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if this offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination. For a more detailed
comparison of our offering to offerings that comply with Rule 419, please see the section of this prospectus entitled “Proposed Business — Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”
If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.
If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our second amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.
Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we do not complete our initial business combination, our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a stockholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we do not complete our initial business combination our public stockholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
If the net proceeds of this offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate for at least the next 24 months, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsors or management team to fund our search and to complete our initial business combination.
The funds available to us outside of the trust account to fund our working capital requirements may not be sufficient to allow us to operate for at least the next 24 months, assuming that our initial business
combination is not completed during that time. We believe that, upon closing of this offering, the funds available to us outside of the trust account, together with funds available from loans from our sponsors will be sufficient to allow us to operate for at least the next 24 months; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we expect to use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we do not complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share upon our liquidation. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.
In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, unless funded by the proceeds of loans available from our sponsors or affiliates, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. The amount held in the trust account will not be impacted as a result of such increase or decrease. If we are required to seek additional capital, we would need to borrow funds from our sponsors, management team or other third parties to operate or may be forced to liquidate. Neither our sponsors, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsors or an affiliate of our sponsors as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we are unable to obtain these loans, we may be unable to complete our initial business combination. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public stockholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.
Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and our share price, which could cause you to lose some or all of your investment.
Even if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will surface all material issues with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market
perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share.
Our placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Making such a request of potential target businesses may make our acquisition proposal less attractive to them and, to the extent prospective target businesses refuse to execute such a waiver, it may limit the field of potential target businesses that we might pursue.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed an initial business combination within 24 months from the closing of this offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part, our sponsors have agreed that they will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our taxes, if any, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsors will not be responsible to the extent of any liability for such third party claims. However, we have not asked our sponsors to reserve for such indemnification obligations, nor have we independently verified whether our sponsors have sufficient funds to satisfy its indemnity obligations and believe that our sponsors’ only assets are securities of our company. Therefore, we cannot assure you that our sponsors would be able to satisfy those obligations. As a result, if
any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
Our directors may decide not to enforce the indemnification obligations of our sponsors, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.
In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our taxes, if any, and our sponsors assert that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsors to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsors to enforce their indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.00 per share.
We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.
We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the trust account or (ii) we complete an initial business combination. Our obligation to indemnify our officers and directors may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
If, after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors.
If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not
dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
•
restrictions on the nature of our investments; and
•
restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination.
In addition, we may have imposed upon us burdensome requirements, including:
•
registration as an investment company;
•
adoption of a specific form of corporate structure; and
•
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.
In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.
We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. This offering is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (a) the completion of our initial business combination; (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our second amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to the rights of holders of our Class A common stock; or (c) absent our completing an initial business combination within 24 months from the closing of this offering, our return of the funds held in the trust account to our public stockholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we do not complete our initial business combination, our public stockholders may only receive their
pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination and results of operations.
We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
If we have not completed an initial business combination within 24 months from the closing of this offering, our public stockholders may be forced to wait beyond such 24 months before redemption from our trust account.
If we have not completed an initial business combination within 24 months from the closing of this offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of the interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public stockholders from the trust account will be effected automatically by function of our second amended and restated certificate of incorporation prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public stockholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the DGCL. In that case, investors may be forced to wait beyond 24 months from the closing of this offering before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we complete our initial business combination prior thereto and only then in cases where investors have sought to redeem their Class A common stock. Only upon our redemption or any liquidation will public stockholders be entitled to distributions if we do not complete our initial business combination.
Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the closing of this offering may be considered a liquidating distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably possible following the 24th month from the closing of this offering in the event we do not complete our initial business combination and, therefore, we do not intend to comply with the foregoing procedures.
Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company, and our operations will
be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the closing of this offering is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution.
We may not hold an annual meeting of stockholders until after the completion of our initial business combination.
In accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until no later than one year after our first fiscal year end following our listing on the NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold an annual meeting of stockholders for the purposes of electing directors in accordance with our amended and restated bylaws unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.
Holders of our Class A common stock will not be entitled to vote on any appointment of directors we hold prior to our initial business combination.
Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management of our company prior to the completion of an initial business combination.
We are not registering the shares of our Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.
We are not registering the shares of our Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed to use our commercially reasonable efforts to file a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the shares of our Class A common stock issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.
If the shares of our Class A common stock issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis,
in which case the number of shares of our Class A common stock that you will receive upon cashless exercise will be based on a formula subject to a maximum number of shares equal to 0.361 shares of our Class A common stock per warrant (subject to adjustment).
However, no such warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption from state registration is available.
Notwithstanding the above, if the shares of our Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will be required to use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws and there is no exemption available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of our Class A common stock included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in this offering. In such an instance, our sponsors and their transferees (which may include our directors and executive officers) would be able to sell the common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying common stock. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in this offering. In such an instance, our sponsors and their transferees (which may include our directors and executive officers) would be able to sell the shares of common stock underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying shares of common stock. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.
Our ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement covering the shares of our Class A common stock issuable upon exercise of these warrants will cause holders to receive fewer shares of our Class A common stock upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash.
If we call the warrants for redemption, we will have the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis in the circumstances described in “Description of Securities — Warrants — Redemption of Warrants When the Price per Share of Our Class A Common stock Equals or Exceeds $10.00.” If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there is no effective registration statement, the number of shares of our Class A common stock received by a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash. For example, if the holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the shares of our Class A common stock have a fair market value of $17.50 per share when there is no effective registration statement, then upon the cashless exercise, the holder will receive 300 shares of our Class A common stock. The holder would have received 875 shares of our Class A common stock if the exercise price was paid in cash. This will have
the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of shares of our Class A common stock upon a cashless exercise of the warrants they hold.
The warrants may become exercisable and redeemable for a security other than the shares of our Class A common stock, and you will not have any information regarding such other security at this time.
In certain situations, including if we are not the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the shares of our Class A common stock. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within twenty business days of the closing of an initial business combination.
The grant of registration rights to our initial stockholders may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of the shares of our Class A common stock.
Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our initial stockholders and their permitted transferees can demand that we register the shares of our Class A common stock into which founder shares are convertible, the private placement warrants and the shares of our Class A common stock issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of working capital loans and the shares of our Class A common stock issuable upon conversion of such warrants. The registration rights will be exercisable with respect to the founder shares and the private placement warrants and the shares of our Class A common stock issuable upon exercise of such private placement warrants. Pursuant to the forward purchase agreements, we have agreed to use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination a resale shelf registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which Cannae Holdings or THL FTAC, or their respective assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct underwritten offerings, subject to certain limitations. In addition, the forward purchase agreements provide for certain ‘‘piggy-back’’ registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by us. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A common stock. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our Class A common stock that is expected when the securities owned by our initial stockholders or their permitted transferees are registered.
Because we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
We may pursue business combination opportunities in any sector, except that we will not, under our second amended and restated certificate of incorporation, be permitted to effectuate our initial business combination with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an
established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any stockholders who choose to remain stockholders following our initial business combination could suffer a reduction in the value of their securities. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.
We will consider a business combination outside of our management’s area of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any stockholder who choose to remain stockholders following our business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value.
Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses and our strategy will be to identify, acquire and build a company in our target investment area, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
Although we have identified general criteria and guidelines for evaluating prospective target businesses and our strategy will be to identify, acquire and build a company in our target investment area, it is possible that a target business with which we enter into our initial business combination will not have attributes consistent with our general criteria and guidelines. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
We are not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our stockholders from a financial point of view.
Unless we complete our initial business combination with an affiliated entity, we are not required to obtain an opinion from an independent accounting firm or independent investment banking firm which is a member of FINRA that the price we are paying is fair to our stockholders from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.
We may issue additional shares of our Class A common stock or preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue shares of our Class A common stock upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our second amended and restated certificate of incorporation. Any such issuances would dilute the interest of our stockholders and likely present other risks.
Our second amended and restated certificate of incorporation will authorize the issuance of up to 400,000,000 shares of our Class A common stock, par value $0.0001 per share, 40,000,000 shares of our Class B common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. Immediately after this offering, there will be 325,000,000 and 21,250,000 (assuming in each case that the underwriters have not exercised their over-allotment option) authorized but unissued shares of our Class A common stock and Class B common stock, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants and the forward purchase warrants, shares issuable upon conversion of the shares of the Class B common stock or shares issued upon the sale of the forward purchase shares. The Class B common stock is automatically convertible into Class A common stock at the time of our initial business combination as described herein and in our second amended and restated certificate of incorporation. Immediately after this offering, there will be no shares of preferred stock issued and outstanding.
We may issue a substantial number of additional shares of our Class A common stock or shares of preferred stock to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A common stock to redeem the warrants as described in “Description of Securities — Warrants — Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $10.00” or upon conversion of the Class B common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained in our second amended and restated certificate of incorporation. However, our second amended and restated certificate of incorporation will provide, among other things, that prior to or in connection with our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination or on any other proposal presented to stockholders prior to or in connection with the completion of an initial business combination. These provisions of our second amended and restated certificate of incorporation, like all provisions of our second amended and restated certificate of incorporation, may be amended with a stockholder vote. The issuance of additional shares of common stock or shares of preferred stock:
•
may significantly dilute the equity interest of investors in this offering;
•
may subordinate the rights of holders of our Class A common stock if share of preferred stock are issued with rights senior to those afforded our Class A common stock;
•
could cause a change in control if a substantial number of shares of our Class A common stock is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
•
may adversely affect prevailing market prices for our units, Class A common stock and/or warrants; and
•
will not result in adjustment to the exercise price of our warrants.
Unlike most other similarly structured blank check companies, our initial stockholders will receive additional shares of our Class A common stock if we issue shares to complete an initial business combination.
The founder shares will automatically convert into shares of our Class A common stock on the first business day following the completion of our initial business combination at a ratio such that the number of shares of our Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of our common stock issued and outstanding upon completion of this offering, plus (ii) the sum of (a) the total number of shares of our common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or deemed issued by the Company in connection with or in relation to the completion of the initial business combination (including the forward purchase shares, but not the forward purchase warrants), excluding (1) any shares of our Class A common stock or equity-linked securities exercisable for or convertible into shares of our Class A common stock issued, or to be issued, to any seller in the initial business combination and (2) any private placement warrants issued to our sponsors or any of their affiliates upon conversion of working capital loans, minus (b) the number of public shares redeemed by public stockholders in connection with our initial business combination. In no event will the shares of our Class B common stock convert into shares of our Class A common stock at a rate of less than one to one. This is different than most other similarly structured blank check companies in which the initial stockholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination.
Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
We are dependent upon our executive officers and directors and their loss could adversely affect our ability to operate.
Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover, certain of our directors and executive officers have time and attention requirements for private investment funds of which affiliates of Trasimene Capital and Bilcar Limited Partnership are the investment managers. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or executive officers. The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.
Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.
Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management, director or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.
Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary duties under Delaware law. However, we believe the ability of such individuals to remain with us after the completion of our business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.
We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.
The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination target’s key personnel could negatively impact the operations and profitability of our post-combination business.
The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an
acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.
Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers and directors is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers and directors are not obligated to contribute any specific number of hours per week to our affairs. In particular, certain of our executive officers and directors are employed by affiliates of Trasimene Capital, which is an external manager of Cannae Holdings. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our executive officers’ and directors’ other business affairs, please see the section of this prospectus entitled “Management — Officers, Directors and Director Nominees.”
Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.
Following the completion of this offering and until we complete our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary duties under Delaware law. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Delaware law. However, we do not believe that any potential conflicts would materially affect our ability to complete our initial business combination.
In addition, our founder and our directors and officers, Trasimene Capital and Bilcar Limited Partnership or their affiliates may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to such other blank check companies prior to its presentation to us, subject to our officers’ and directors’ fiduciary duties under Delaware law. Our second amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and it is an opportunity that we are able to complete on a reasonable basis.
For a complete discussion of our executive officers’ and directors’ business affiliations and the potential conflicts of interest that you should be aware of, please see the sections of this prospectus entitled “Management — Officers, Directors and Director Nominees,” “Management — Conflicts of Interest” and “Certain Relationships and Related Party Transactions.”
Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
We have not adopted a policy that expressly prohibits our directors, executive officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired
or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsors, our directors or executive officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us, including the formation or participation in one or more other blank check companies. Accordingly, such persons or entities may have a conflict between their interests and ours.
The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Delaware law and we or our stockholders might have a claim against such individuals for infringing on our stockholders’ rights. See the section titled “Description of Securities — Certain Differences in Corporate Law — Stockholders’ Suits” for further information on the ability to bring such claims. However, we might not ultimately be successful in any claim we may make against them for such reason.
We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsors, executive officers, directors or existing holders which may raise potential conflicts of interest.
In light of the involvement of our sponsors, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsors, executive officers, directors or existing holders. Our directors also serve as officers and board members for other entities, including, without limitation, those described under the section of this prospectus entitled “Management — Conflicts of Interest.” Our founder and our directors and officers, Trasimene Capital and Bilcar Limited Partnership or their affiliates may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities. Our sponsors, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in the section of this prospectus entitled “Proposed Business — Evaluation of a Target Business and Structuring of our Initial Business Combination” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsors, executive officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest.
Since our sponsors, executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
On April 7, 2020, the sponsors paid an aggregate of $25,000, or approximately $0.001 per share, to cover certain of our offering costs in consideration of 21,562,500 shares of our Class B common stock, par value $0.0001. Prior to the initial investment in the company of $25,000 by the sponsors, the company had no assets, tangible or intangible. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares after this offering. In , 2020, our sponsors transferred 25,000 founder shares to each of our independent director nominees at their original purchase price. The founder shares will be worthless if we do not complete an initial business combination. In addition, our sponsors have committed, pursuant to a written agreement, to
purchase an aggregate of 11,333,334 private placement warrants (or 12,833,334 private placement warrants if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share, for a purchase price of approximately $17,000,001 (or $19,250,001 if the underwriters’ over-allotment option is exercised in full), or $1.50 per whole warrant, that will also be worthless if we do not complete a business combination. Holders of founder shares have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any founder shares in connection with a stockholder vote to approve a proposed initial business combination. In addition, we may obtain loans from our sponsors, affiliates of our sponsors or an officer or director, and we may pay our sponsors, officers, directors and any of their respective affiliates fees and expenses in connection with identifying, investigating and completing an initial business combination.
The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the 24-month anniversary of the closing of this offering nears, which is the deadline for our completion of an initial business combination.
We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.
Although we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following this offering, we may choose to incur substantial debt to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
•
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
•
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
•
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
•
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
•
our inability to pay dividends on our Class A common stock;
•
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes;
•
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
•
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
•
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements and execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
We may only be able to complete one business combination with the proceeds of this offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
Of the net proceeds from this offering and the sale of the private placement warrants and the sale of the forward purchase securities, $1,024,750,000 (or $1,133,312,500 if the underwriters’ over-allotment
option is exercised in full) will be available to complete our business combination and pay related fees and expenses (which excludes up to approximately $26,250,000 (or $30,187,500 if the over-allotment option is exercised in full), after taking into account the deferred underwriting commissions being held in the trust account and the estimated expense of this offering).
We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:
•
solely dependent upon the performance of a single business, property or asset; or
•
dependent upon the development or market acceptance of a single or limited number of products, processes or services.
This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
In pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. By definition, very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
Our management may not be able to maintain control of a target business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills, qualifications or abilities necessary to profitably operate such business.
We may structure our initial business combination so that the post-transaction company in which our public stockholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment
Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares of our Class A common stock in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of our Class A common stock, our stockholders immediately prior to such transaction could own less than a majority of our issued and outstanding Class A common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.
We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.
We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.
To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.
We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our stockholders do not agree.
Our second amended and restated certificate of incorporation will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsors, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of our Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all shares of our Class A common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.
In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our second amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that our stockholders may not support.
In order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, changed industry focus and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our second amended and restated certificate of incorporation will require the approval of holders of 65% of our common stock, and amending our warrant agreement will require a vote of holders of at least 65% of the public warrants. In addition, our second amended and restated certificate of incorporation will require us to provide our public stockholders with the opportunity to redeem their public shares for cash if we propose an amendment to our second amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of this offering or with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.
The provisions of our second amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least 65% of our common stock, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our second amended and restated certificate of incorporation to facilitate the completion of an initial business combination that some of our stockholders may not support.
Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s stockholders. In those companies, amendment of these provisions typically requires approval by 90% of the company’s stockholders attending and voting at an annual meeting. Our second amended and restated certificate of incorporation will provide that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock entitled to vote thereon and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of at least 65% of our common stock entitled to vote thereon. In all other instances, our second amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding shares of common stock entitled to vote thereon, subject to applicable provisions of the DGCL or applicable stock exchange rules. Our initial stockholders and their permitted transferees, if any, who will collectively beneficially own, on an as converted basis, 20% of our Class A common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our second amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our second amended and restated certificate of incorporation which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our second amended and restated certificate of incorporation.
Our sponsors, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our second amended and restated certificate of incorporation
that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of this offering, unless we provide our public stockholders with the opportunity to redeem their Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares. These agreements are contained in letter agreements that we have entered into with our sponsors, directors and each member of our management team. Our stockholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsors, executive officers or directors for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to pursue a stockholder derivative action, subject to applicable law.
We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders, and our warrants will expire worthless.
Although we believe that the net proceeds of this offering, the sale of the private placement warrants and the forward purchase securities will be sufficient to allow us to complete our initial business combination, because we have not yet selected any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of this offering, the sale of the private placement warrants and the forward purchase securities prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we do not complete our initial business combination, our public stockholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders and not previously released to us to pay our taxes on the liquidation of our trust account, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our initial business combination. If we do not complete our initial business combination, our public stockholders may only receive approximately $10.00 per share on the liquidation of our trust account, and our warrants will expire worthless.
Our initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.
Upon closing of this offering, our initial stockholders will own, on an as-converted basis, 20% of our issued and outstanding Class A common stock (assuming they do not purchase any units in this offering). Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our second amended and restated certificate of incorporation. If our initial stockholders purchases any units in this offering or if our initial stockholders purchase any additional shares of our Class A common stock in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our initial stockholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this prospectus. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A common stock. In addition, our board of directors,
whose members were elected by our sponsors, is and will be divided into three classes, each of which will generally serve for a terms for three years with only one class of directors being elected in each year. We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our initial stockholders, because of their ownership position, will have considerable influence regarding the outcome. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, our initial stockholders will continue to exert control at least until the completion of our initial business combination.
Our sponsors paid an aggregate of $25,000, or approximately $0.001 per founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of the shares of our Class A common stock.
The difference between the public offering price per share (allocating all of the unit purchase price to the share of our Class A common stock and none to the one-third of a warrant included in the unit) and the pro forma net tangible book value per share of our Class A common stock after this offering constitutes the dilution to you and the other investors in this offering. Our sponsors acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public stockholders will incur an immediate and substantial dilution of approximately 97.7% (or $9.77 per share, assuming no exercise of the underwriters’ over-allotment option), the difference between the pro forma net tangible book value per share of $0.23 and the initial offering price of $10.00 per unit. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of shares of our Class A common stock on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination and would become exacerbated to the extent that public stockholders seek redemptions from the trust for their public shares. In addition, because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination would be disproportionately dilutive to our Class A common stock.
We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 65% of the then outstanding public warrants and forward purchase warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval.
Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement will provide that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants and forward purchase warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants and forward purchase warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
We have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if, among other things, the Reference Value equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). Please see “Description of Securities — Warrants — Redemption of Warrants When the Price per Share of Our Class A Common stock Equals or Exceeds $18.00.” If and when the warrants become
redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants as described above could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the Market Value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsors or their permitted transferees.
In addition, we have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of our Class A common stock determined based on the redemption date and the fair market value of our Class A common stock. Please see “Description of Securities — Warrants — Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $10.00.” The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of common stock received is capped at 0.361 shares of our Class A common stock per warrant (subject to adjustment) irrespective of the remaining life of the warrants.
Our warrants and founder shares may have an adverse effect on the market price of the shares of our Class A common stock and make it more difficult to effectuate our initial business combination.
We will be issuing warrants to purchase 25,000,000 of our Class A common stock (or up to 28,750,000 shares of our Class A common stock if the underwriters’ over-allotment option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in a private placement an aggregate of 11,333,334 private placement warrants (or up to 12,833,334 private placement warrants if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one share of our Class A common stock at $11.50 per share. We will also issue 10,000,000 forward purchase warrants concurrently with the closing of the sale of the forward purchase shares. Our sponsors currently own an aggregate of 21,562,500 founder shares. The founder shares are convertible into Class A common stock on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our sponsors make any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at the price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. Our public warrants are also redeemable by us for shares of our Class A common stock as described in “Description of Securities — Warrants — Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $10.00.”
To the extent we issue Class A common stock for any reason, including to effectuate a business combination, the potential for the issuance of a substantial number of additional shares of our Class A common stock upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business. Such warrants when exercised will increase the number of issued and outstanding shares of our Class A common stock and reduce the value of the shares of our Class A common stock issued to complete the business transaction. Therefore, our warrants and founder shares may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.
The private placement warrants are identical to the warrants sold as part of the units in this offering except that, so long as they are held by our sponsors or their permitted transferees, (i) they will not be redeemable by us, (ii) they (including the shares of our Class A common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsors until 30 days after the completion of our initial business combination, (iii) they may be exercised by the holders on a cashless basis and (iv) are subject to registration rights.
Because each unit contains one-third of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.
Each unit contains one-third of one warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of our Class A common stock to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one common share and one warrant to purchase one whole share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one third of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a warrant to purchase one whole share.
A provision of our warrant agreement may make it more difficult for us to complete an initial business combination.
Unlike most blank check companies, if (i) we issue additional common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per common stock, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business combination (net of redemptions), and (iii) the Market Value is below $9.20 per share, then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. This may make it more difficult for us to complete an initial business combination with a target business.
The determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering price of our units properly reflects the value of such units than you would have in a typical offering of an operating company.
Prior to this offering there has been no public market for any of our securities. The public offering price of the units and the terms of the warrants were negotiated between us and the underwriters. In determining the size of this offering, management held customary organizational meetings with the underwriters, both prior to our inception and thereafter, with respect to the state of capital markets, generally, and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size of this offering, prices and terms of the units, including the shares of our Class A common stock and warrants underlying the units, include:
•
the history and prospects of companies whose principal business is the acquisition of other companies;
•
prior offerings of those companies;
•
our prospects for acquiring an operating business at attractive values;
•
a review of debt to equity ratios in leveraged transactions;
•
our capital structure;
•
an assessment of our management and their experience in identifying operating companies;
•
general conditions of the securities markets at the time of this offering; and
•
other factors as were deemed relevant.
Although these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an operating company in a particular industry since we have no historical operations or financial results.
There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
There is currently no market for our securities. Stockholders therefore have no access to information about prior market history on which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.
Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America (“GAAP”), or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the Market Value of our Class A common stock held by non-affiliates equals or exceeds $700.0 million as of any June 30th before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.
Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2021. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
Provisions in our second amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for shares of our Class A common stock and could entrench management.
Our second amended and restated certificate of incorporation will contain provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions will include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred stock, and the fact that prior to the completion of our initial business combination only holders of shares of our Class B common stock, which have been issued to our sponsors, are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.
Provisions in our second amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.
Our second amended and restated certificate of incorporation will require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our second amended and restated certificate of incorporation or amended and restated bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of
Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.
Notwithstanding the foregoing, our second amended and restated certificate of incorporation will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.
Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.
We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.
Since only holders of our founder shares will have the right to vote on the appointment of directors, upon the listing of our shares on the NYSE, the NYSE may consider us to be a ‘controlled company’ within the meaning of the NYSE rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.
After completion of this offering, only holders of our founder shares will have the right to vote on the appointment of directors. As a result, the NYSE may consider us to be a ‘controlled company’ within the meaning of the NYSE corporate governance standards. Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a ‘controlled company’ and may elect not to comply with certain corporate governance requirements, including the requirements that:
•
we have a board that includes a majority of ‘independent directors,’ as defined under the rules of the NYSE;
•
we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
•
we have a nominating and corporate governance committee of our board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.
We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of the NYSE, subject to applicable phase-in rules. However, if we determine in the future to utilize some or all of these exemptions, you will not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements.
We would be subject to a second level of U.S. federal income tax on a portion of our income if we are determined to be a personal holding company (a “PHC”), for U.S. federal income tax purposes.
A U.S. corporation generally will be classified as a PHC for U.S. federal income tax purposes in a given taxable year if (i) at any time during the last half of such taxable year, five or fewer individuals (without regard to their citizenship or residency and including as individuals for this purpose certain entities such as certain tax exempt organizations, pension funds and charitable trusts) own or are deemed to own (pursuant to certain constructive ownership rules) more than 50% of the stock of the corporation by value and (ii) at least 60% of the corporation’s adjusted ordinary gross income, as determined for U.S. federal income tax purposes, for such taxable year consists of PHC income (which includes, among other things, dividends, interest, certain royalties, annuities and, under certain circumstances, rents).
Depending on the date and size of our initial business combination, it is possible that at least 60% of our adjusted ordinary gross income may consist of PHC income as discussed above. In addition, depending on the concentration of our stock in the hands of individuals, including the members of our sponsor and certain tax exempt organizations, pension funds and charitable trusts, it is possible that more than 50% of our stock may be owned or deemed owned (pursuant to the constructive ownership rules) by such persons during the last half of a taxable year. Thus, no assurance can be given that we will not become a PHC following this offering or in the future. If we are or were to become a PHC in a given taxable year, we would be subject to an additional PHC tax, currently 20%, on our undistributed PHC income, which generally includes our taxable income, subject to certain adjustments.
If we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.
If we pursue a target a company with operations or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.
If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:
•
costs and difficulties inherent in managing cross-border business operations and complying with different commercial and legal requirements of overseas markets;
•
rules and regulations regarding currency redemption;
•
complex corporate withholding taxes on individuals;
•
laws governing the manner in which future business combinations may be effected;
•
exchange listing and/or delisting requirements;
•
tariffs and trade barriers;
•
regulations related to customs and import/export matters;
•
local or regional economic policies and market conditions;
•
unexpected changes in regulatory requirements;
•
longer payment cycles;
•
tax issues, such as tax law changes and variations in tax laws as compared to the United States;
•
currency fluctuations and exchange controls;
•
rates of inflation;
•
challenges in collecting accounts receivable;
•
cultural and language differences;
•
employment regulations;
•
underdeveloped or unpredictable legal or regulatory systems;
•
corruption;
•
protection of intellectual property;
•
social unrest, crime, strikes, riots and civil disturbances;
•
regime changes and political upheaval;
•
terrorist attacks, natural disasters and wars;
•
deterioration of political relations with the United States; and
•
government appropriation of assets.
We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
•
our ability to complete our initial business combination;
•
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;
•
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;
•
the proceeds of the forward purchase securities being available to us;
•
our potential ability to obtain additional financing to complete our initial business combination;
•
our pool of prospective target businesses;
•
the ability of our officers and directors to generate a number of potential investment opportunities;
•
our public securities’ potential liquidity and trading;
•
the lack of a market for our securities;
•
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;
•
the trust account not being subject to claims of third parties; or
•
our financial performance following this offering.
The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section of this prospectus entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
USE OF PROCEEDS
We are offering 75,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private placement warrants will be used as set forth in the following table:
|
|
|
|
Without
Over-Allotment
Option
|
|
|
Over-Allotment
Option Fully
Exercised
|
|
|
Gross proceeds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross proceeds from units offered to public(1)
|
|
|
|
$
|
750,000,000
|
|
|
|
|
$
|
862,500,000
|
|
|
|
Gross proceeds from private placement warrants offered in the private
placement
|
|
|
|
|
17,000,001
|
|
|
|
|
|
19,250,001
|
|
|
|
Total gross proceeds
|
|
|
|
$
|
767,000,001
|
|
|
|
|
$
|
881,750,001
|
|
|
|
Offering expenses(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting commissions (2% of gross proceeds from units offered to public, excluding deferred portion)(3)
|
|
|
|
$
|
15,000,000
|
|
|
|
|
$
|
17,250,000
|
|
|
|
Legal fees and expenses
|
|
|
|
|
400,000
|
|
|
|
|
|
400,000
|
|
|
|
Printing and engraving expenses
|
|
|
|
|
50,000
|
|
|
|
|
|
50,000
|
|
|
|
Accounting fees and expenses
|
|
|
|
|
60,000
|
|
|
|
|
|
60,000
|
|
|
|
SEC/FINRA Expenses
|
|
|
|
|
241,828
|
|
|
|
|
|
241,828
|
|
|
|
Travel and road show
|
|
|
|
|
50,000
|
|
|
|
|
|
50,000
|
|
|
|
NYSE listing and filing fees
|
|
|
|
|
85,000
|
|
|
|
|
|
85,000
|
|
|
|
Director and Officer liability insurance premiums
|
|
|
|
|
100,000
|
|
|
|
|
|
100,000
|
|
|
|
Miscellaneous
|
|
|
|
|
13,172
|
|
|
|
|
|
13,172
|
|
|
|
Total offering expenses (excluding underwriting commissions)
|
|
|
|
$
|
1,000,000
|
|
|
|
|
$
|
1,000,000
|
|
|
|
Proceeds after offering expenses
|
|
|
|
$
|
751,000,001
|
|
|
|
|
$
|
863,500,001
|
|
|
|
Held in trust account(3)
|
|
|
|
$
|
750,000,000
|
|
|
|
|
$
|
862,500,000
|
|
|
|
% of public offering size
|
|
|
|
|
100%
|
|
|
|
|
|
100%
|
|
|
|
Not held in trust account after offering expenses
|
|
|
|
$
|
1,000,000
|
|
|
|
|
$
|
1,000,000
|
|
|
The following table shows the use of the approximately $1,000,000 of net proceeds not held in the trust account.(4)(5)
|
|
|
|
Amount
|
|
|
% of Total
|
|
|
Legal, accounting, due diligence, travel and other expenses in connection with any
business combination(6)
|
|
|
|
$
|
300,000
|
|
|
|
|
|
30.0%
|
|
|
|
Legal and accounting fees related to regulatory reporting obligations
|
|
|
|
|
100,000
|
|
|
|
|
|
10.0%
|
|
|
|
Payment for office space and administrative support services ($5,000 per month for
up to 24 months)
|
|
|
|
|
120,000
|
|
|
|
|
|
12.0%
|
|
|
|
Consulting, travel and miscellaneous expenses incurred during search for initial business combination target
|
|
|
|
|
100,000
|
|
|
|
|
|
10.0%
|
|
|
|
Working capital to cover miscellaneous expenses (including franchise taxes net of anticipated interest income)
|
|
|
|
|
380,000
|
|
|
|
|
|
38.0%
|
|
|
|
Total
|
|
|
|
$
|
1,000,000
|
|
|
|
|
|
100.0%
|
|
|
(1)
Includes amounts payable to public stockholders who properly redeem their shares in connection with our successful completion of our initial business combination.
(2)
A portion of the offering expenses will be paid from the proceeds of loans from affiliates of our sponsors. These funds will be reimbursed up to $150,000 as described in this prospectus. As of April 7, 2020, we borrowed $150,000 under the promissory note with affiliates of our sponsors to be used for
a portion of the expenses of this offering. The loan will be repaid upon completion of this offering out of the $1,000,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) and amounts not to be held in the trust account. In the event that offering expenses are less than set forth in this table, any such amounts will be used for post-closing working capital expenses. In the event that the offering expenses are more than as set forth in this table, we may fund such excess with funds not held in the trust account.
(3)
The underwriters have agreed to defer underwriting commissions of 3.5% of the gross proceeds of this offering. Upon and concurrently with the completion of our initial business combination, $26,250,000, which constitutes the underwriters’ deferred commissions (or $30,187,500 if the underwriters’ over-allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account, see “Underwriting.” The remaining funds, less amounts released to the trustee to pay redeeming stockholders will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions.
(4)
These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of such business combination. In the event we identify a business combination target in a specific industry subject to specific regulations, we may incur additional expenses associated with legal due diligence and the engagement of special legal counsel. In addition, our staffing needs may vary and as a result, we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expenses. The amount in the table above does not include interest available to us from the trust account. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Assuming an interest rate of 1.0% per year, we estimate the interest earned on the trust account will be approximately $7,500,000 per year; however, we can provide no assurances regarding this amount.
(5)
Assumes no exercise of the underwriters’ over-allotment option.
(6)
Includes estimated amounts that may also be used in connection with our initial business combination to fund a “no shop” provision and commitment fees for financing.
Of the $767,000,001 in proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, or $881,750,001 if the underwriters’ over-allotment option is exercised in full, $750,000,000 ($10.00 per unit), or $862,500,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit), will be deposited into a segregated trust account located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company, acting as trustee, and $17,000,001, or up to $19,250,001 if the underwriters’ over-allotment option is exercised in full, will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. Except with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any, the funds held in the trust account will not be released until the earliest to occur of: (a) the completion of our initial business combination; (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our second amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity; and (c) the redemption of all of our public shares if we have not completed our business combination within 24 months from the closing of this offering, subject to applicable law. Based on current interest rates, we expect that interest income earned on the trust account (if any) will be sufficient to pay our income and franchise taxes.
The net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination, we may apply the balance of the cash released from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. There is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination.
We believe that amounts not held in trust, together with funds available to us from loans from our sponsors, will be sufficient to pay the costs and expenses to which such proceeds are allocated. This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence, depending on the circumstances of the relevant prospective acquisition, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of a business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital through loans or additional investments from our sponsors, members of our management team or their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us.
We will reimburse Cannae Holdings a total of $5,000 per month for office space and administrative support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
Prior to the closing of this offering, affiliates of our sponsors have agreed to loan us up to $150,000 to be used for a portion of the expenses of this offering. As of April 7, 2020, we borrowed $150,000 under the promissory note with our sponsors to be used for a portion of the expenses of this offering. This loan is non-interest bearing, unsecured and is due at the earlier of January 31, 2021 or the closing of this offering. The loan will be repaid upon the closing of this offering out of the $1,000,000 of offering proceeds not held in the trust account that has been allocated for the payment of offering expenses.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsors or an affiliate of our sponsors or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans would be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsors or an affiliate of our sponsors as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
If we seek stockholder approval of our initial business combination, and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our initial stockholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions either prior to or following the completion of our initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the
purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
Prior to this offering, we have entered into the forward purchase agreements pursuant to which Cannae Holdings, a diversified holding company which is externally managed by Trasimene Capital but is not an affiliate of us or our sponsors, and THL FTAC, an affiliate of THL, a premier private equity firm investing in growth companies headquartered primarily in North America, have each agreed to purchase Class A common stock in an aggregate share amount equal to 15,000,000 shares of our Class A common stock (or a total of 30,000,000 shares of our Class A common stock, plus an aggregate of 5,000,000 redeemable warrants (or a total of 10,000,000 warrants) to purchase one share of our Class A common stock at $11.50 per share, for an aggregate purchase price of $150,000,000 (or a total of $300,000,000), or $10.00 for one share of our Class A common stock and one-third of one warrant, in a private placement to occur concurrently with the closing of our initial business combination. In connection with the forward purchase securities sold to Cannae Holdings and THL FTAC, we expect that each of our initial stockholders will receive (by way of an adjustment to their existing founder shares) an aggregate number of additional founder shares so that the initial stockholders, in the aggregate, on an as-converted basis, will hold 20% of our Class A common stock at the time of the closing of the initial business combination. The warrants to be issued as part of the forward purchase agreements will be identical to the warrants sold as part of the units in this offering. See “Description of Securities — Forward Purchase Agreements.”
The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the initial business combination, expenses in connection with our initial business combination or for working capital in the post transaction company. These purchases will be required to be made regardless of whether any shares of our Class A common stock are redeemed by our public stockholders and are intended to provide us with a minimum funding level for our initial business combination.
Neither Cannae Holdings nor THL FTAC will have any right to the funds held in the trust account except with respect to any public shares owned by them. We currently expect that an affiliate of Cannae Holdings will have an approximately 29% limited partnership interest in Trasimene Capital FT, LP, and THL FTAC will have an approximately 29% limited partnership interest in Trasimene Capital FT, LP. As a result, each of Cannae Holdings and THL FTAC is expected to have an indirect economic interest in approximately 29% of the founder shares and private placement warrants owned by Trasimene Capital FT, LP.
We may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) and the agreement for our business combination may require as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights so that we cannot satisfy the net tangible asset requirement or any net worth or cash requirements, we would not proceed with the redemption of our public shares or the business combination, and instead may search for an alternate business combination.
A public stockholder will be entitled to receive funds from the trust account only upon the earliest to occur of: (a) our completion of an initial business combination, (b) the redemption of any public shares properly tendered in connection with a stockholder vote to amend our second amended and restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity and (c) the redemption of our public shares if we have not completed our business combination within 24 months following the closing of this offering, subject to applicable law and as further described herein and any limitations (including but not limited to cash requirements) created by the terms of the proposed business combination. In no other circumstances will a public stockholder have any right or interest of any kind to or in the trust account.
Our sponsors, directors and each member of our management team have entered into a letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our initial business combination. In addition, our sponsors have agreed to waive their rights to liquidating distributions from
the trust account with respect to any founder shares held by them if we do not complete our business combination within the prescribed time frame. However, if either of our sponsors or any of our officers, directors or affiliates acquires public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we do not complete our initial business combination within the prescribed time frame.
DIVIDEND POLICY
We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. If we increase the size of this offering, we will effect a stock capitalization or other appropriate mechanism immediately prior to the completion of this offering in such amount as to maintain the number of founder shares, on an as-converted basis, at 20% of our issued and outstanding shares of Class A common stock upon the completion of this offering. Further, if we incur any indebtedness in connection with our business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
DILUTION
The difference between the public offering price per share of our Class A common stock, assuming no value is attributed to the warrants included in the units we are offering pursuant to this prospectus or the private placement warrants, and the pro forma net tangible book value per share of our Class A common stock after this offering constitutes the dilution to investors in this offering. Such calculation does not reflect any dilution associated with the sale and exercise of warrants, including the private placement warrants, which would cause the actual dilution to the public stockholders to be higher, particularly where a cashless exercise is utilized. Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less total liabilities (including the value of shares of our Class A common stock which may be redeemed for cash), by the number of shares of outstanding Class A common stock.
At April 7, 2020, our net tangible book deficit was $103,482, or approximately $(0.01) per common stock. After giving effect to the sale of 75,000,000 Class A common stock included in the units we are offering by this prospectus (or 86,250,000 Class A common stock if the underwriters’ over-allotment option is exercised in full), the sale of the private placement warrants and the deduction of underwriting commissions and estimated expenses of this offering, our pro forma net tangible book value at April 7, 2020 would have been $5,000,001 or $0.23 per share (or $0.20 per share if the underwriters’ over-allotment option is exercised in full), representing an immediate increase in net tangible book value (as decreased by the value of the approximately 71,977,352 shares of our Class A common stock that may be redeemed for cash or 82,833,602 shares of our Class A common stock if the underwriters’ over-allotment option is exercised in full) of $0.24 per share (or $0.20 per share to our initial stockholders as of the date of this prospectus and an immediate dilution to the public stockholders from this offering of $10.00 per share or 100% to our public stockholders not exercising their redemption rights. Total dilution to public stockholders from this offering will be $9.77 per share (or $9.80 if the underwriters’ over-allotment option is exercised in full).
The following table illustrates the dilution to the public stockholders on a per-share basis, assuming no value is attributed to the warrants included in the units or the private placement warrants:
|
|
|
|
Without
Over-Allotment
|
|
|
With
Over-Allotment
|
|
|
Public offering price
|
|
|
|
$
|
10.00
|
|
|
|
|
$
|
10.00
|
|
|
|
Net tangible book deficit before this offering
|
|
|
|
|
(0.01)
|
|
|
|
|
|
—
|
|
|
|
Increase attributable to public stockholders
|
|
|
|
|
0.24
|
|
|
|
|
|
0.20
|
|
|
|
Pro forma net tangible book value after this offering and the sale of the private placement warrants
|
|
|
|
$
|
0.23
|
|
|
|
|
$
|
0.20
|
|
|
|
Dilution to public stockholders
|
|
|
|
$
|
9.77
|
|
|
|
|
$
|
9.80
|
|
|
|
Percentage of dilution to public stockholders
|
|
|
|
|
97.70%
|
|
|
|
|
|
98.00%
|
|
|
For purposes of presentation, we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters’ over-allotment option) by $719,773,517 because holders of up to approximately 96.0% of our public shares may redeem their shares for a pro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two days prior to the commencement of our tender offer or stockholder meeting, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares.
The following table sets forth information with respect to our sponsors and the public stockholders:
|
|
|
|
Shares Purchased
|
|
|
Total Consideration
|
|
|
Average
Price per
Share
|
|
|
|
|
|
Number
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
|
Class B Common stock(1)
|
|
|
|
|
18,750,000
|
|
|
|
|
|
20.0%
|
|
|
|
|
$
|
25,000
|
|
|
|
|
|
—
|
|
|
|
|
$
|
0.001
|
|
|
|
Public Stockholders
|
|
|
|
|
75,000,000
|
|
|
|
|
|
80.0%
|
|
|
|
|
|
750,000,000
|
|
|
|
|
|
100.00%
|
|
|
|
|
$
|
10.00
|
|
|
|
|
|
|
|
|
93,750,000
|
|
|
|
|
|
100.0%
|
|
|
|
|
$
|
750,025,000
|
|
|
|
|
|
100.00%
|
|
|
|
|
|
|
|
|
(1)
Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of an aggregate of 2,812,500 shares of our Class B common stock held by our initial stockholders.
The pro forma net tangible book value per share after the offering (assuming that the underwriters’ do not exercise their over-allotment option) is calculated as follows:
|
|
|
|
Without
Over-Allotment
|
|
|
With
Over-allotment
|
|
|
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net tangible book deficit before this offering
|
|
|
|
$
|
(103,482)
|
|
|
|
|
$
|
(103,482)
|
|
|
|
Net proceeds from this offering and sale of the private placement warrants(1)
|
|
|
|
|
751,000,000
|
|
|
|
|
|
863,500,000
|
|
|
|
Plus: Offering costs paid in advance, excluded from tangible book value
before this offering
|
|
|
|
|
127,000
|
|
|
|
|
|
127000,
|
|
|
|
Less: Deferred underwriting commissions
|
|
|
|
|
(26,250,000)
|
|
|
|
|
|
(30,187,500)
|
|
|
|
Less: Proceeds held in trust subject to redemption(2)
|
|
|
|
|
(719,773,517)
|
|
|
|
|
|
(828,336,017)
|
|
|
|
|
|
|
|
$
|
5,000,001
|
|
|
|
|
$
|
5,000,001
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class B common stock outstanding prior to this offering
|
|
|
|
|
21,562,500
|
|
|
|
|
|
21,562,500
|
|
|
|
Class B common stock forfeited if over-allotment is not exercised
|
|
|
|
|
2,812,500
|
|
|
|
|
|
—
|
|
|
|
Class A common stock included in the units offered
|
|
|
|
|
75,000,000
|
|
|
|
|
|
86,250,000
|
|
|
|
Less: Common stock subject to redemption
|
|
|
|
|
(71,977,352)
|
|
|
|
|
|
(82,833,602)
|
|
|
|
|
|
|
|
|
21,772,648
|
|
|
|
|
|
24,978,898
|
|
|
(1)
Expenses applied against gross proceeds include offering expenses of $1,000,000 and underwriting commissions of $15,000,000 or $17,250,000 if the underwriters exercise their over-allotment option (excluding deferred underwriting fees). See “Use of Proceeds.”
(2)
If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. In the event of any such purchases of our shares prior to the completion of our initial business combination, the number of shares of our Class A common stock subject to redemption will be reduced by the amount of any such purchases, increasing the pro forma net tangible book value per share. See “Proposed Business — Permitted Purchases of Our Securities.”
CAPITALIZATION
The following table sets forth our capitalization at April 7, 2020, and as adjusted to give effect to the filing of our second amended and restated certificate of incorporation, the sale of our units in this offering and the private placement warrants and the application of the estimated net proceeds derived from the sale of such securities:
|
|
|
|
April 7, 2020
|
|
|
|
|
|
Actual
|
|
|
As Adjusted(1)
|
|
|
Promissory note – related party(2)
|
|
|
|
$
|
150,000
|
|
|
|
|
$
|
—
|
|
|
|
Deferred underwriting commissions
|
|
|
|
|
—
|
|
|
|
|
|
26,250,000
|
|
|
|
Class A common stock subject to possible redemption; actual and as adjusted, respectively(3)
|
|
|
|
|
—
|
|
|
|
|
|
719,773,517
|
|
|
|
Stockholders’ equity (deficit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value, 1,000,000 shares authorized (actual and as adjusted), none issued and outstanding (actual and as adjusted)
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
Class A common stock, $0.0001 par value, 400,000,000 shares authorized
(actual and as adjusted); no shares issued and outstanding (actual); 3,022,649
shares issued and outstanding (excluding 71,977,352 shares subject to
redemption) (as adjusted)
|
|
|
|
|
—
|
|
|
|
|
|
302
|
|
|
|
Class B common stock, $0.0001 par value, 40,000,000 shares authorized; 21,562,500 shares issued and outstanding (actual); 18,750,000 shares issued and outstanding (as adjusted)(4)
|
|
|
|
|
2,156
|
|
|
|
|
|
1,875
|
|
|
|
Additional paid-in capital
|
|
|
|
|
22,844
|
|
|
|
|
|
4,999,306
|
|
|
|
Accumulated deficit
|
|
|
|
|
(1,482)
|
|
|
|
|
|
(1,482)
|
|
|
|
Total stockholders’ equity
|
|
|
|
$
|
23,518
|
|
|
|
|
$
|
5,000,001
|
|
|
|
Total capitalization
|
|
|
|
$
|
173,518
|
|
|
|
|
$
|
751,023,518
|
|
|
(1)
Assumes no exercise of the underwriters’ over-allotment option and the corresponding forfeiture of 2,812,500 Class B common stock held by our initial stockholders.
(2)
Affiliates of each of our sponsors have agreed to loan us up to $150,000 in the aggregate to be used for a portion of the expenses of this offering. As of April 7, 2020, we borrowed $150,000 under the promissory note to be used for a portion of the expenses of this offering.
(3)
Upon the completion of our initial business combination, we will provide our public stockholders with the opportunity to redeem their public shares for cash at a per-share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the completion of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitations described herein whereby redemptions cannot cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited to, cash requirements) created by the terms of the proposed business combination. For a detailed calculation of our Class A common stock subject to redemption, please see the section of this prospectus entitled “Dilution.”
(4)
Actual share amount is prior to any forfeiture of founder shares by our sponsors and as adjusted amount assumes no exercise of the underwriters’ over-allotment option.
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We are a blank check company incorporated on March 26, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions directly or indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, our shares, debt or a combination of cash, equity and debt.
The issuance of additional shares in a business combination, including the issuance and our executive officers and directors of forward purchase securities:
•
may significantly dilute the equity interest of investors in this offering, which dilution would increase if the anti-dilution provisions in our Class B common stock resulted in the issuance of our Class A common stock on a greater than one-to-one basis upon conversion of our Class B common stock;
•
may subordinate the rights of holders of our Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock;
•
could cause a change in control if a substantial number of shares of our Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;
•
may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and
•
may adversely affect prevailing market prices for our Class A common stock and/or warrants.
Similarly, if we issue debt securities, or otherwise incur significant debt, it could result in:
•
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;
•
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;
•
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;
•
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;
•
our inability to pay dividends on our Class A common stock;
•
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions and fund other general corporate purposes;
•
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;
•
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and
•
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements and execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.
As indicated in the accompanying financial statements, as of April 7, 2020, we had $175,000 in cash and deferred offering costs of approximately $127,000. Further, we expect to incur significant costs in the
pursuit of our initial business combination. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.
Liquidity and Capital Resources
Our liquidity needs have been satisfied prior to the completion of this offering through receipt of (i) a $25,000 capital contribution from our sponsors in exchange for the issuance of the founder shares to our sponsors and (ii) the advancement of funds by our sponsors to cover our expenses in connection with this offering. We estimate that the net proceeds from (i) the sale of the units in this offering, after deducting offering expenses of approximately $1,000,000, underwriting commissions of $15,000,000 ($17,250,000 if the underwriters’ over-allotment option is exercised in full) (excluding deferred underwriting commissions of $26,250,000 (or $30,187,500, if the underwriters’ over-allotment option is exercised in full)), and (ii) the sale of the private placement warrants for a purchase price of approximately $17,000,001 (or $19,250,001 if the underwriters’ over-allotment option is exercised in full), will be $751,000,000 (or $863,500,000 if the underwriters’ over-allotment option is exercised in full). $750,000,000 (or $862,500,000 if the underwriters’ over-allotment option is exercised in full) will be held in the trust account, which includes the deferred underwriting commissions described above. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. The remaining approximately $1,000,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less taxes payable and deferred underwriting commissions), to complete our initial business combination. We may withdraw interest income (if any) to pay our taxes, if any. We estimate our annual franchise tax obligations, based on the number of shares of our common stock authorized and outstanding after the completion of this offering, to be $200,000, which is the maximum amount of annual franchise taxes payable by us as a Delaware corporation per annum, which we may pay from funds from this offering held outside of the trust account or from interest earned on the funds held in the trust account and released to us for this purpose. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account. Based on assumed interest rates, we expect that the interest income earned on the amount in the trust account (if any), will be sufficient to pay our income and franchise taxes. To the extent that our equity or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
Prior to the completion of our initial business combination, we will have available to us the approximately $1,000,000 of proceeds held outside the trust account, as well as certain funds from loans from our sponsors. We will use these funds to primarily identify and evaluate target businesses, perform
business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business prior to our initial business combination, other than funds available from loans from our sponsors. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsors or an affiliate of our sponsors or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity, at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsors or an affiliate of our sponsors as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We expect our primary liquidity requirements during that period to include approximately $300,000 for legal, accounting, due diligence, travel and other expenses associated with structuring, negotiating and documenting successful business combinations; $100,000 for legal and accounting fees related to regulatory reporting requirements; $120,000 for office space and administrative support services; $100,000 for consulting, travel and miscellaneous expenses incurred during the search for a business combination target; and approximately $380,000 for working capital that will be used for miscellaneous expenses and reserves (including franchise taxes net of anticipated interest income).
These amounts are estimates and may differ materially from our actual expenses. In addition, we could use a portion of the funds not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise) could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective target businesses.
We do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account and the proceeds from the issuance of the forward purchase securities, or because we become obligated to redeem a significant number of our public shares upon completion of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our business combination. If we do not complete our initial business combination because we do not have sufficient funds available to us, we will
be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Controls and Procedures
We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act for the fiscal year ending December 31, 2021. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer and no longer an emerging growth company would we be required to comply with the independent registered public accounting firm attestation requirement. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.
Prior to the closing of this offering, we have not completed an assessment, nor have our auditors tested our systems, of our internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our initial business combination may have internal controls that need improvement in areas such as:
•
staffing for financial, accounting and external reporting areas, including segregation of duties;
•
reconciliation of accounts;
•
proper recording of expenses and liabilities in the period to which they relate;
•
evidence of internal review and approval of accounting transactions;
•
documentation of processes, assumptions and conclusions underlying significant estimates; and
•
documentation of accounting policies and procedures.
Because it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expense in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud or erroneous financing reporting.
Once our management’s report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when required by Section 404 of the Sarbanes-Oxley Act. The independent auditors may identify additional issues concerning a target business’s internal controls while performing their audit of internal control over financial reporting.
Quantitative and Qualitative Disclosures about Market Risk
The net proceeds of this offering and the sale of the private placement warrants held in the trust account will be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
Related Party Transactions
During the period ended April 7, 2020, our sponsors purchased 21,562,500 founder shares for an aggregate purchase price of $25,000, or approximately $0.001 per share. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the issued
and outstanding shares upon completion of this offering. The per share purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares issued. In , 2020, our sponsors transferred 25,000 founder shares to each of our independent director nominees at their original purchase price.
Commencing on the date of this prospectus, we have agreed to pay Cannae Holdings a total of $5,000 per month for office space and administrative support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
We may pay our sponsors or any of our existing officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing our initial business combination. These individuals will also be reimbursed for any out of pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsors, officers, directors or our or their affiliates and will determine which fees and expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on payments that may be made to our sponsors, officers, directors or any of their respective affiliates.
Prior to the closing of this offering, our sponsors have agreed to loan us up to $150,000 to be used for a portion of the expenses of this offering. As of April 7, 2020, we borrowed $150,000 under the promissory note with our sponsors to be used for a portion of the expenses of this offering. This loan is non-interest bearing, unsecured and is due at the earlier of January 31, 2021 or the closing of this offering. The loan will be repaid upon the closing of this offering out of the $1,000,000 of offering proceeds not held in the trust account.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsors or an affiliate of our sponsors or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsors or an affiliate of our sponsors as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
Prior to this offering, we have entered into the forward purchase agreements pursuant to which Cannae Holdings, a diversified holding company which is externally managed by Trasimene Capital but is not an affiliate of us or our sponsors, and THL FTAC, an affiliate of THL, a premier private equity firm investing in growth companies headquartered primarily in North America, have each agreed to purchase Class A common stock in an aggregate share amount equal to 15,000,000 shares of our Class A common stock (or a total of 30,000,000 shares of our Class A common stock), plus an aggregate of 5,000,000 redeemable warrants (or a total of 10,000,000 redeemable warrants) to purchase one share of our Class A common stock at $11.50 per share, for an aggregate purchase price of $150,000,000 (or a total of $300,000,000), or $10.00 for one share of our Class A common stock and one-third of one warrant. in a private placement to occur concurrently with the closing of our initial business combination. The warrants to be issued as part of the forward purchase agreements will be identical to the warrants sold as part of the units in this offering, In connection with the forward purchase securities sold to Cannae Holdings and THL, we expect that our initial stockholders will receive (by way of an adjustment to their existing shares of our Class B common stock) an aggregate number of additional shares of our Class B common stock so that the initial stockholders, in the aggregate, on an as-converted basis, will hold 20% of the shares of our Class A common stock at the time of the closing of the initial business combination. See “Description of Securities — Forward Purchase Agreements.”
The proceeds from the sale of the forward purchase shares may be used as part of the consideration to the sellers in the initial business combination, expenses in connection with our initial business combination or for working capital in the post transaction company. These purchases will be required to be made regardless
of whether any shares of our Class A common stock are redeemed by our public stockholders and are intended to provide us with a minimum funding level for our initial business combination.
Neither Cannae Holdings nor THL FTAC will have any right to the funds held in the trust account except with respect to any public shares owned by them. We currently expect that an affiliate of Cannae Holdings will have an approximately 29% limited partnership interest in Trasimene Capital FT, LP, and THL FTAC will have an approximately 29% limited partnership interest in Trasimene Capital FT, LP. As a result, each of Cannae Holdings and THL FTAC is expected to have an indirect economic interest in approximately 29% of the founder shares and private placement warrants owned by Trasimene Capital FT, LP.
Our sponsors have committed to purchase an aggregate of 11,333,334 private placement warrants (or 12,833,334 if the underwriters’ over-allotment option is exercised in full) at a price of $1.50 per whole warrant (approximately $17,000,001 in the aggregate or $19,250,001 if the underwriters’ over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each whole private placement warrant is exercisable for one Class A common stock at $11.50 per share. Our sponsors will be permitted to transfer the private placement warrants held by it to certain permitted transferees, including our officers and directors and other persons or entities affiliated with or related to it, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as the sponsors. Otherwise, these warrants will not, subject to certain limited exceptions, be transferable or salable until 30 days after the completion of our business combination. The private placement warrants will be non-redeemable so long as they are held by our sponsors or their permitted transferees. The private placement warrants may also be exercised by the sponsors and their permitted transferees for cash or on a cashless basis. Otherwise, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering, including as to exercise price, exercisability and exercise period.
Pursuant to a registration rights agreement we will enter into with our sponsors on or prior to the closing of this offering, we may be required to register certain securities for sale under the Securities Act. These holders, and holders of warrants issued upon conversion of working capital loans, if any, are entitled under the registration rights agreement to make up to three demands that we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by us. However, the registration rights agreement will provide that we will not permit any registration statement filed under the Securities Act to become effective until the securities covered thereby are released from their lock-up restrictions, as described herein. We will bear the costs and expenses of filing any such registration statements. See the section of this prospectus entitled “Certain Relationships and Related Party Transactions.”
Pursuant to the forward purchase agreements, we have agreed to use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination a resale shelf registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which Cannae Holdings or THL FTAC, or their respective assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct underwritten offerings, subject to certain limitations. In addition, the forward purchase agreements provide for certain ‘‘piggy-back’’ registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by us. See the section of this prospectus entitled “Description of Securities — Registration Rights.”
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
As of April 7, 2020, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus, as we have not conducted any operations to date.
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.
PROPOSED BUSINESS
Our Company
We are a newly incorporated blank check company incorporated in March 2020 as a Delaware corporation whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not identified any potential business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business combination target.
We will seek to capitalize on the tactical, operational and organizational experience of our founder William P. Foley, II. We believe Mr. Foley’s distinguished business track record can have a transformative impact on a target business. Although we may pursue targets in any industry, we intend to initially focus our search on identifying a prospective target business in financial technology or business process outsourcing, which acts as an essential utility to industries that are core to the economy. We also intend to focus on prospective target businesses that have unseen potential for revenue growth and/or operating margin expansion with high recurring revenue and cash flow, defensible intellectual property and strong market positions within their industries. Many of our management team’s prior investments, including Dun & Bradstreet, FNF (NYSE: FNF), Black Knight (NYSE: BKI) and Ceridian (NYSE: CDAY) exhibited many of these qualities.
We believe that a prospective target business will have the potential to benefit from a recovering economy, presenting an opportunity to invest. Our team will deploy a proactive sourcing strategy and focus our efforts on companies where we believe the combination of Mr. Foley’s operating experience, deal making and capital allocation prowess, professional relationships and tactical expertise can be catalysts to enhance the growth potential and value of a target business and provide opportunities for attractive returns to our stockholders.
Mr. Foley has over 32 years of experience in industry consolidation and delivering stockholder value, with a principal background in the financial, technology, insurance and services sectors. As a pre-eminent operator, Mr. Foley has led six separate multi-billion dollar public market platforms with hundreds of acquisitions, including FNF, FIS (NYSE: FIS), Black Knight, Ceridian, FGL Holdings Inc. (NYSE: FG), and Cannae Holdings (NYSE: CNNE). As Founder, former CEO, and now Chairman of FNF, Mr. Foley, has built the largest title insurance company in the United States, growing equity value from $3.0 million to over $13.0 billion at its peak.
In addition to his operational expertise, Mr. Foley has a long track-record as a prudent investor and has realized significant gains on many large investments. Mr. Foley can offer management teams and companies mature, respected and steady leadership. Mr. Foley and his team will identify companies with strong reliable cash flow in a range of market conditions. We believe attractive returns can be earned in the current market environment by taking limited calculated short term volatility risks in exchange for a higher probability of outsized long term returns. We believe Mr. Foley’s calm hand will help a potential target company better navigate today’s uncertain economic environment.
During Mr. Foley’s career, many of his largest investments, whether founded or acquired, shared many of the following characteristics:
•
had or acquired significant market share in the industries in which they operate;
•
FNF is the largest title insurer in the United States;
•
Black Knight is a leading provider of integrated software, data and analytics solutions to the mortgage and consumer loan, real estate and capital markets verticals with 59% share of U.S. first lien mortgages on its servicing software platform as of December 31, 2019;
•
FIS is a leading provider of technology solutions for merchants, banks and capital markets firms globally;
•
Dun & Bradstreet is a leading global provider of business decisioning data and analytics, and Dun & Bradstreet’s unique identifier, a D-U-N-S Number, which is recommended and, in many cases required, by over 240 commercial, trade and government organizations; and
•
Ceridian is a leading human capital management company.
•
are essential utilities to industries that are core to the economy; and
•
sections of the U.S. economy would not function efficiently without the critical products and services provided by companies such as FNF, Black Knight, FIS and Dun & Bradstreet.
•
unseen potential for growth of revenues and/or operating margins.
•
Mr. Foley has a record of identifying opportunities and efficiencies within a company or firm that have not been seen by others;
•
FNF has achieved industry leading title margins averaging between 300 and 500 bps better than its closest competitor over multi-decade economic cycles; and
•
Mr. Foley was able to quickly reorganize and realign Black Knight upon re-taking control of the company in 2014 and improved adjusted operating margins by 950 bps and re-ignited revenue growth.
Mr. Foley’s proven track record is driven by his value creation playbook. This playbook, when coupled with go-to-market organization optimization, strategic acquisitions and investing in growth, has been substantiated by Mr. Foley’s history of creating shareholder value, exceeding initial synergy estimates by an average of 1.4x initial forecasts and recruiting and developing leaders to implement his transformation initiatives. Key aspects of this playbook include:
•
identifying cost savings;
•
enhancing cross-selling;
•
undertaking strategy shifts;
•
eliminating siloed organizational structures; and
•
accelerating product expansion.
Fidelity National Financial
In 1984, Mr. Foley became President and Chief Executive Officer of FNF in a $21.0 million leveraged buyout. Over the following two decades, Mr. Foley grew FNF from a regional title insurer to the nation’s largest title insurer through:
•
Metric Driven Management: We believe Mr. Foley was the first to bring metric driven management to the title insurance industry, measuring employee efficiency by number of title orders opened and closed per day. By managing staffing levels based on these metrics, Mr. Foley created a simple tool that enabled FNF managers up and down the organization to better manage their profit and loss and optimize profitability across economic cycles.
•
Industry Consolidation and Enhancing Execution: Mr. Foley started consolidating the title insurance industry through acquisitions in the mid-1980s and 1990s. By 1996, FNF had become the fourth largest domestic title insurance company. In 2000, FNF acquired Chicago Title Insurance Company (“Chicago Title”) for $1.1 billion combining the #4 and #2 title companies, respectively, to create the nation’s largest title insurer. Leveraging scale, metric-driven operational efficiency, and managerial talent, FNF has achieved industry leading title margins averaging between 300 and 500 bps better than its closest competitor over multi-decade economic cycles.
•
Recruitment of C-Level Talent: In the process of industry consolidation, Mr. Foley recruited Randy Quirk and Roger Jewkes in the 1980s. Mr. Quirk and Mr. Jewkes went on to become FNF’s current Chief Executive Officer and Chief Operating Officer, respectively. In the Chicago Title acquisition, Mr. Foley recruited Mike Nolan who has become FNF’s current President.
•
Diversification, Streamlining, and Continued Growth: Mr. Foley has continued to grow FNF following the transformational Chicago Title acquisition with additional acquisitions such as
ServiceLink, L.P. (“ServiceLink”), Lawyers Title Insurance and Commonwealth Land Title Insurance but also started diversifying into firstly mortgage technology with the acquisition of Lender Processing Services, Inc. (“LPS”) in 2014, subsequently taken public as Black Knight Financial Services, LLC and eventually fully divested in 2017 as Black Knight, and secondly other portfolio investments such as Sedgwick CMS, Inc., Ceridian, Digital Insurance, Inc., J. Alexander’s Holdings, Inc. (“J. Alexander’s”), Remy International, Inc. (“Remy”) and American Blue Ribbon Holdings, LLC which would eventually become the tracking stock FNFV and finally spun off as the public company Cannae Holdings in 2017. In February 2020, FNF announced the acquisition of FGL Holdings marking FNF’s next chapter of potential growth within the insurance industry.
Black Knight
Mr. Foley grew Black Knight through a series of transactions spanning over a decade involving LPS, FIS and FNF into a leading provider of integrated software, data and analytics solutions to the mortgage and consumer loan, real estate and capital markets verticals with 59% share of U.S. first lien mortgages on its servicing software platform as of December 31, 2019.
•
Complex Deal and Corporate Structuring: LPS was spun out of FIS in 2009. Mr. Foley and FNF re-acquired LPS in January 2014 for $2.9 billion. Upon closing the acquisition, Mr. Foley renamed the technology business Black Knight, replaced the entire senior leadership team and brought in Thomas H. Lee Partners, L.P. as a minority equity investor. Mr. Foley reorganized LPS and enhanced and refocused the management in the technology, data & analytics (“TD&A”) business on driving growth; among Mr. Foley’s initiatives were:
•
driving improved pricing and contract terms;
•
elimination of the previously siloed organization chart;
•
improved salesforce organization; and
•
streamlining the corporate organization.
•
Leveraging Public Markets: Mr. Foley took Black Knight, which consists of LPS’ former TD&A business and Property Insight, LLC public in 2015 while the former LPS transaction services businesses remained part of FNF under ServiceLink.
Fidelity National Information Services
Mr. Foley began FIS with the $1.0 billion acquisition by FNF of Alltel Information Services, Inc. in 2003 and built it into today’s FIS which is a leading provider of technology solutions for merchants, banks and capital markets firms globally. Mr. Foley was able to achieve this transformation and growth trajectory through:
•
Exploits Core Competitive Advantage of Core Processing. Mr. Foley was one of the first to identify how sticky core processing technology customers are and was able to leverage this advantage to both improve the profitability of core processing and to sell an expanding suite of add-on services and channel solutions to drive growth and margins.
•
Leverage M&A and Capital Allocation Acumen: From 2003 through 2006, FIS, at Mr. Foley’s direction, made approximately $1.0 billion in cash and stock acquisitions prior to completing a leveraged recapitalization in 2006 and returning approximately $1.9 billion to FNF stockholders in the form of a special cash dividend.
•
Growth Acquisitions: Following the recapitalization, Mr. Foley led FIS on its next phase of growth including the acquisitions of eFunds Corporation and Metavante Technology, Inc. (“Metavante”). FIS would go on to acquire SunGuard Data Systems, Inc. and WorldPay, Inc. reaching a peak equity market capitalization in excess of $85.0 billion.
•
Recruitment and Development of Leaders: Mr. Foley groomed several leaders over the years to build FIS into the market leader it currently is, among them Frank R. Martire, Jr. who was FIS’ former CEO and who joined FIS through the Metavante acquisition and Gary Norcross, FIS’ current CEO, who has been with FIS since the Alltel acquisition.
Ceridian
Mr. Foley partnered with Thomas H. Lee Partners, L.P. and recapitalized Ceridian in 2007. After weathering the financial crisis in 2008 and 2009, Mr. Foley helped mold Ceridian into the leading human capital management company through:
•
Transformational M&A and Capital Allocation Acumen: Mr. Foley and Thomas H. Lee Partners, L.P. consummated the transformational acquisition of Dayforce Corporation (“Dayforce”), a SaaS cloud software company, in 2012. Mr. Foley demonstrated his capital allocation acumen by consummating the Dayforce transaction despite a highly levered capital structure.
•
Leadership Change Leading to Superior Performance: Mr. Foley also used the Dayforce acquisition as a means of elevating David Ossip to the CEO role, which was essential to changing the company’s strategy from a service bureau model to a SaaS based business. Under Mr. Ossip’s leadership adjusted EBITDA margins are up 650 bps since 2016 and revenue has grown from approximately $630 million, for the year ended December 31, 2016 to $824 million, for the year ended December 31, 2019.
Cannae Holdings
In 2014, Mr. Foley decided to create FNFV as a tracking stock for FNF’s portfolio investments in order to streamline management of real estate related businesses and other portfolio companies and to simplify the organizations from an investor perspective.
•
Successful Acquisitions and Monetizations: Since 2014, FNFV has continued making additional investments such as an approximately $50 million investment in Ceridian and the acquisition of T-System as well as lead successful monetizations such as the spin-offs of Remy and J. Alexander’s and the sale of One Digital (formerly Digital Insurance).
•
Leveraging Public Markets and Streamlining Corporate Structures: In 2017, FNF fully spun out FNFV and the new publicly traded company was renamed Cannae Holdings. In 2018, Cannae Holdings, together with Thomas H. Lee Partners, L.P., completed the IPO of Ceridian raising $531.0 million and in 2019, Cannae Holdings along with Thomas H. Lee Partners, L.P. and others acquired Dun & Bradstreet. Mr. Foley grew Cannae Holdings to peak equity values of over $3.0 billion in February 2020 and an equity value of approximately $2.7 billion at March 31, 2020. Additionally, in September 2019 Trasimene Capital Management became Cannae Holdings’ external manager.
Dun & Bradstreet
Identifying an opportunity to unlock Dun & Bradstreet’s potential, an investor consortium led by Mr. Foley at Bilcar LLC, Thomas H. Lee Partners, L.P., Cannae Holdings, Black Knight and CC Capital Partners, LLC, acquired Dun & Bradstreet in February 2019 in a transaction that was valued at approximately $7 billion. Dun & Bradstreet is a leading global provider of business decisioning data and analytics, with many of the top businesses in the world utilizing its solutions to make informed decisions when considering extending business loans and trade credit. Dun & Bradstreet established a unique identifier that creates a single thread connecting related corporate entities allowing their clients to form a holistic view of an enterprise. This unique identifier, which Dun & Bradstreet refers to as the D-U-N-S Number, is a corporate “fingerprint” or “Social Security Number” of businesses. The D-U-N-S Number is recommended and, in many cases required, by over 240 commercial, trade and government organizations. Mr. Foley and the new management team he drafted, led by Anthony M. Jabbour and Stephen C. Daffron, are investing in several strategic initiatives:
•
Realigning Management and Organization: Mr. Foley immediately reorganized Dun & Bradstreet’s management and operating infrastructure into vertically aligned business units to increase focus and accountability. As a result of this realignment, 18 of the 19 executives, or 95%, and 30 of the 46 members of the broader leadership team, or 65%, are new or in a new role, with nearly half of all employees reporting to a new leader. Dun & Bradstreet’s leadership was also able to identify and eliminate ineffective headcount resulting in a significant net employee reduction in the number of total employees.
•
Optimizing Go-to-Market and Client Service: Dun & Bradstreet’s management team has revamped sales commission plans to more appropriately incentivize sales of long-term contracts and the cross-selling of additional solutions rather than focusing on the annual renewal of existing contracts and has begun to systematically track and monitor service metrics and hey performance indicators to more effectively assist their clients. Driven by the implementation of multi-year incentives, Dun & Bradstreet has focused on increasing the number of multi-year contracts and overall contract value, while decreasing negative client complaints.
•
Simplifying and Scaling Technology: Dun & Bradstreet’s management team is continuing to make investments in modernizing Dun & Bradstreet’s infrastructure and optimizing its architecture to increase control, create efficiencies, and greatly enhance the ability of Dun & Bradstreet’s platforms to scale. Dun & Bradstreet has begun the re-architecture of its technology platform to enhance its ability to organize and process high volumes of disparate data, increase system availability and improve delivery, while lowering its overall cost structure and ensuring information security. Dun & Bradstreet’s management team is continuing to work towards evolving Dun & Bradstreet into a platform with the ability to seamlessly add and integrate new data sets and analytical capabilities into its simplified and scaled technology.
•
Expanding and Enhancing Data: Dun & Bradstreet’s management team has reoriented its approach towards better ingesting all available data to effectively leverage previously disregarded sources of data and thereby improve the consistency, accuracy and predictive power of Dun & Bradstreet’s solutions. Dun & Bradstreet’s management team is also expanding the volume of the data it is able to offer by increasing its coverage of small- and medium-sized businesses and incorporating new, alternative data sets to expand the breadth of companies covered and depth of information it is able to provide clients. Dun & Bradstreet’s management team has implemented a data watch program to proactively monitor and repair issues before clients experience them.
•
Strengthening Analytics and Insights: Dun & Bradstreet’s management team has strengthened Dun & Bradstreet’s analytics by leveraging its artificial intelligence capabilities and expanded data sets, and growing its analytics team in order to create solutions that produce greater insights and more predictive results. Enhanced analytics enable Dun & Bradstreet to provide easy to implement end-to-end solutions; by creating configurable, rather than customizable, analytics solutions.
Trasimene Capital, led by Mr. Foley, employs a strong team of professionals with extensive operating and investing experience, including among others:
•
Richard N. Massey. Mr. Massey serves as Chief Executive Officer of Foley Trasimene Acquisition Corp. and will serve as a member of our board of directors upon completion of this offering. Mr. Massey serves as a Senior Managing Director of Trasimene Capital and as Chief Executive Officer of Cannae Holdings. Mr. Massey has more than three decades of significant related experience, most recently as the Chairman and principal shareholder of Bear State Financial, Inc., a publicly traded financial institution, from 2011 until April 2018, and as a partner in Westrock Capital, LLC, a private investment partnership, since January 2009. Mr. Massey was Chief Strategy Officer and General Counsel of Alltel Corporation from January 2006 to January 2009, the fifth largest wireless carrier in the United States, before being sold for approximately $29.0 billion in 2009. Previously, from 2000 until 2006, Mr. Massey served as a Managing Director of Stephens Inc., a private investment bank, during which time his financial advisory practice focused on software and information technology companies, and he formerly served as a director of FIS. Mr. Massey also serves as a director of Dun & Bradstreet, which is a Cannae Holdings portfolio company, as well as a director of FNF, Black Knight and FGL Holdings. He is also a director of the Oxford American Literary Project and Chairman of the board of directors of the Arkansas Razorback Foundation.
•
Richard L. Cox. Mr. Cox serves as Chief Financial Officer of Foley Trasimene Acquisition Corp. Mr. Cox has served as a Managing Director of Trasimene Capital since November 2019 and as an Executive Vice President and Chief Financial Officer of Cannae Holdings since April 2017. Mr. Cox served as an Executive Vice President of FNF from June 2012 until November 2019. He joined FNF in March 2000 and has served in various roles since that time, including as a Senior Vice President and Chief Tax Officer. Prior to joining FNF, Mr. Cox served as a Senior Manager for
Deloitte & Touche in Los Angeles. Mr. Cox is also a founder of Wine Decadence, LLC, a private direct sale wine business based in Jacksonville, Florida. He also serves as Treasurer of The Folded Flag Foundation, and is the Chairman and President of Angel Mission.
•
David W. Ducommun. Mr. Ducommun serves as a Senior Vice President of Corporate Finance of Foley Trasimene Acquisition Corp. Mr. Ducommun has served as a Managing Director of Trasimene Capital since November 2019, as a Senior Vice President of Corporate Finance of Cannae Holdings since November 2017. Mr. Ducommun has served as a Senior Vice President of Mergers and Acquisitions of FNF from 2011 to November 2019. He also served as Secretary of FGL Holdings from April 2016 until December 2017. Prior to joining FNF, Mr. Ducommun served as a Director of Investment Banking at Bank of America Corporation, since 2008. Before Bank of America Corporation, Mr. Ducommun was an investment banker at Bear Stearns.
In addition, given our relationship with Cannae Holdings, we are advised by the following professional at Cannae Holdings:
•
Michael L. Gravelle. Mr. Gravelle serves as General Counsel and Corporate Secretary of Foley Trasimene Acquisition Corp. Mr. Gravelle has served as an Executive Vice President, General Counsel and Corporate Secretary of Cannae Holdings since April 2017. Mr. Gravelle has served as the Chief Compliance Officer for Trasimene Capital since January 2020. Mr. Gravelle has over 25 years of business and legal experience in the financial industry. Mr. Gravelle has served as an Executive Vice President, General Counsel and Corporate Secretary of FNF since January 2010, and also served in the capacity of an Executive Vice President, Legal since May 2006 and Corporate Secretary since April 2008. Mr. Gravelle joined FNF in 2003, serving as a Senior Vice President. Mr. Gravelle joined a subsidiary of FNF in 1993, where he served as a Vice President, General Counsel and Secretary beginning in 1996 and as a Senior Vice President, General Counsel and Corporate Secretary beginning in 2000. Mr. Gravelle has also served as an Executive Vice President and General Counsel of Black Knight and its predecessors since January 2014 and as Corporate Secretary of Black Knight from January 2014 until May 2018.
We are sponsored by affiliates of Trasimene Capital and Bilcar Limited Partnership. Through our affiliation with Trasimene Capital and Bilcar Limited Partnership, we intend to capitalize on the ability of the platform of Trasimene Capital and Bilcar Limited Partnership in the financial technology sector. Given Trasimene Capital and Bilcar Limited Partnership’s global reach and experience, we believe our team has the required investment, operational, diligence and capital raising expertise to effect a business combination with an attractive target and to position it for a long-term success in the public markets.
Cannae Holdings is, a diversified holding company which is externally managed by Trasimene Capital but is not an affiliate of us or our sponsors.
THL is a premier private equity firm investing in growth companies headquartered primarily in North America. THL focuses its investment activity across four industry sectors: Financial Services, Technology & Business Solutions, Consumer, and Healthcare. Since its founding in 1974, THL has raised more than $26 billion of equity capital, invested in over 150 companies and completed more than 400 add-on acquisitions representing an aggregate enterprise value at acquisition of over $200 billion. With dedicated sector and operating teams, THL brings deep domain expertise and resources to build great companies by helping to accelerate growth, improve operations and drive long-term sustainable value in partnership with management.
William P. Foley II and THL have a long and successful track record of investment partnership that spans over fifteen years. The group’s previous transactions include FIS (two separate investments), Sedgwick CMS, Ceridian, Black Knight, ServiceLink, Dun & Bradstreet, and AmeriLife. Total invested capital in these eight investments was approximately $7.6 billion, with total THL invested capital of $2.0 billion.
We believe that THL is well positioned to help the Company identify attractive acquisition candidates because of their extensive contacts and transaction sources, including a broad array of relationships with industry executives, board members, private equity sponsors, investment bankers and other transaction intermediaries. THL will seek to leverage this extensive network of relationships to create acquisition opportunities, develop proprietary angles or advantages and inform our investment theses.
Cannae Holdings and THL FTAC, an affiliate of THL, have each entered into a forward purchase agreement with us which each such agreement provides for the purchase by Cannae Holdings and THL FTAC of our Class A common stock in an aggregate share amount equal to 15,000,000 shares of our Class A common stock (or a total of 30,000,000 shares of our Class A common stock), plus an aggregate of 5,000,000 redeemable warrants (or a total of 10,000,000 redeemable warrants) to purchase one share of our Class A common stock at $11.50 per share, for an aggregate purchase price of $150,000,000 (or a total of $300,000,000), or $10.00 for one share of our Class A common stock and one-third of one warrant, in a private placement to occur concurrently with the closing of our initial business combination.The warrants to be sold as part of the forward purchase agreements will be identical to the warrants sold as part of the units in this offering. We believe our ability to complete an initial business combination will be enhanced by our having entered into the forward purchase agreements with each of Cannae Holdings and THL FTAC. The proceeds from the sale of forward purchase securities may be used as part of the consideration to the sellers in our initial business combination, expenses in connection with our initial business combination or for working capital in the post-transaction company. These purchases will be made regardless of whether any shares of our Class A common stock are redeemed by our public stockholders and are intended to provide us with a minimum funding level for our initial business combination. In connection with the forward purchase shares sold to Cannae Holdings and THL FTAC, we expect that each of our sponsors will receive (by way of an adjustment to their existing shares of our Class B common stock) an aggregate number of additional shares of our Class B common stock so that the sponsors, in the aggregate, on an as-converted basis, will hold 20% of our Class A common stock at the time of the closing of the initial business combination.
We currently expect that an affiliate of Cannae Holdings will have an approximately 29% limited partnership interest in Trasimene Captial FT, LP, and THL FTAC will have an approximately 29% limited partnership interest in Trasimene Capital FT, LP. As a result, each of Cannae Holdings and THL FTAC is expected to have an indirect economic interest in approximately 29% of the founder shares and private placement warrants owned by Trasimene Capital FT, LP. We believe our ability to complete an initial business combination will be enhanced by our relationship with Cannae Holdings and THL FTAC. William P. Foley, II is the Chairman of Cannae Holdings, and Cannae Holdings is managed by Trasimene Capital. Cannae Holdings is a diversified holding company with investments in restaurants, technology-enabled healthcare services, financial services and more. THL is a premier private equity firm and focuses its investment activity across four industry sectors: Financial Services, Technology & Business Solutions, Consumer and Healthcare. Our business strategy is well aligned with Cannae Holdings’ and THL FTAC’s primary objective of maximizing stockholder value.
Business Strategy
Foley Trasimene Acquisition Corp. intends to employ a fundamental, value-oriented acquisition framework that seeks a target with utility-like features, a defensible market position, reliable cash flows and low overall economic cycle risk. Our business strategy is to identify and complete our initial business combination, with a company that complements the experience of our founder and can benefit from his operational expertise. Our selection process will leverage our founder’s broad and deep relationship network, unique industry experiences and proven deal sourcing capabilities to access a broad spectrum of differentiated opportunities. This network has been developed through our founder’s extensive experience and demonstrated success in both investing in and operating businesses across a variety of industries, developing a distinctive combination of capabilities including:
•
a track record of building industry-leading companies and proven ability to deliver stockholder value over an extended time period with above-market-average investment returns that are multiples greater than comparable benchmarks and peers;
•
a prolific acquisition history, having completed hundreds transactions that have in sum contributed to such companies’ financial results and strategic position. This acquisition history has been executed using established proprietary deal sourcing and differentiated transaction execution/structuring capabilities;
•
experience deploying a unique and broad value creation toolkit including identifying value enhancements, recruiting world-class talent and delivering elite operating efficiency by exceeding synergy targets in transactions across multiple industries; and
•
an extensive history of accessing the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership.
Upon completion of this offering, Mr. Foley will communicate with his networks of relationships to articulate the parameters for our search for a target company and a potential business combination and begin the process of pursuing and reviewing potential opportunities.
Acquisition Criteria
Our acquisition strategy will leverage Mr. Foley’s network of proprietary deal sources where we believe a combination of a proactive outreach and receptivity to inbound ideas will provide us with a number of business combination opportunities. Additionally, we expect that relationships cultivated from years of transaction experience and management teams of public and private companies, investment bankers and other business associates will provide potential opportunities for Foley Trasimene Acquisition Corp. Consistent with our strategy, we have identified the following general criteria and guidelines which we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. We intend to acquire one or more businesses that we believe:
•
have the opportunity to become an industry utility with a defensible market position that can benefit from Mr. Foley’s leadership and guidance;
•
are at a critical strategic inflection point, such as requiring additional management expertise or access to capital to launch a new phase of growth or corporate/business model evolution;
•
exhibit unrecognized value or other characteristics that we believe Mr. Foley can optimize over the long-run to produce outsized investor returns;
•
exhibit unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, which we believe have been misevaluated by the marketplace based on our analysis and due diligence review;
•
will offer an attractive risk-adjusted return for our stockholders, similar to Mr. Foley’s historical achievements, having realized large investment successes with minimal failures of meaningful size; and
•
have been materially impacted by possible current market dislocations but are fundamentally sound businesses whose products and/or services are necessary to the continuing function of a core economic industry or service.
These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.
Our Founder, Our Board of Directors and Management
William P. Foley, II, will serve as the Executive Chairman of our board of directors.
With respect to the above, past performance of our founder, management team, Trasimene Capital, Bilcar Limited Partnership and their respective affiliates, is not a guarantee either of (i) success with respect to a business combination that may be completed or (ii) the ability to successfully identify a suitable candidate for our initial business combination. You should not rely on the historical record of our founder’s, management’s, Trasimene Capital’s, Bilcar Limited Partnership’s or their respective affiliates as indicative of our future performance. See “Risk Factors — Past performance by Trasimene Capital and Bilcar Limited Partnership, or their respective affiliates (including the founder and our management team), including the
businesses referred to herein, may not be indicative of future performance of an investment in us or in the future performance of any business that we may acquire.” For a list of our executive officers and entities for which a conflict of interest may or does exist between such officers and the company, please refer to “Management — Conflicts of Interest.”
Certain of our founder, officers and directors may have fiduciary and contractual obligations to Trasimene Capital or Bilcar Limited Partnership and to certain companies in which those companies have invested. As a result, certain of our officers and directors may have a duty to offer acquisition opportunities to companies that they are officers or directors of and certain Trasimene Capital or Bilcar Limited Partnership investment vehicles and/or portfolio companies, as applicable, before Foley Trasimene Acquisition Corp. can pursue such opportunities.
However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination. We believe this conflict of interest will be naturally mitigated, to some extent, by the differing nature of the acquisition targets that Trasimene Capital and Bilcar Limited Partnership typically consider most attractive for their investment vehicles and the types of acquisitions we expect Foley Trasimene Acquisition Corp. to find most attractive. As a result of due diligence from the broader platform, we may become aware of a potential transaction that is not a fit for the traditional investing activities of Trasimene Capital and Bilcar Limited Partnership but that is an attractive opportunity for Foley Trasimene Acquisition Corp. In addition to the above, our founder, officers and directors are not required to commit any specific amount of time to our affairs, but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process. Accordingly, our founder, officers and directors may have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.
We believe our directors’ and management team’s operating and transaction experience and relationships with companies will provide us with a substantial number of potential business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring and financing businesses, our management team’s relationships with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. See the section of this prospectus entitled “Management” for a more complete description of our management team’s experience.
Initial Business Combination
In accordance with the rules of the NYSE, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent valuation or appraisal firm with respect to satisfaction of such criteria. Our stockholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.
We anticipate structuring our initial business combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the prior owners of the target business, the target management team or
stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking stockholder approval, as applicable.
To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us.
The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.
Our Acquisition Process
In evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us.
We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsors, founder, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsors, founder, officers or directors, we, or a committee of independent directors, will obtain an opinion that our initial business combination is fair to our company from a financial point of view from either an independent investment banking firm that is a member of FINRA or an independent accounting firm.
Members of our management team and officers and directors of Cannae Holdings and THL FTAC may directly or indirectly own our common stock and/or private placement warrants following this offering, and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.
Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our founder, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Delaware law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our second amended and restated certificate of incorporation will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and it is an opportunity that we are able to complete on a reasonable basis.
We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business, nor have they had any discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Trasimene Capital and Bilcar Limited Partnership are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with our company and we will not consider a business combination with any company that has already been identified to Trasimene Capital and Bilcar Limited Partnership as a suitable acquisition candidate for it, unless Trasimene Capital and Bilcar Limited Partnership, in their sole discretion, declines such potential business combination or makes available to our company a co-investment opportunity. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.
Trasimene Capital externally manages Cannae Holdings pursuant to a management services agreement. Investment vehicles managed by Trasimene Capital, Bilcar Limited Partnership or their affiliates may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity.
Status as a Public Company
We believe our structure will make us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners of the target business may, for example, exchange their shares of stock, shares or other equity interests in the target business for our Class A common stock (or shares of a new holding company) or for a combination of our Class A common stock and cash, allowing us to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with us.
Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with stockholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.
While we believe that our structure and our management team’s backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack of an operating history and our ability to seek stockholder approval of any proposed initial business combination, negatively.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved, If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the Market Value of our Class A common stock that are held by non-affiliates equals or exceeds $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
Financial Position
With funds available for a business combination from this offering and the sale of the private placement warrants and the sale of the forward purchase securities initially in the amount of $ , after payment of the estimated expenses of this offering and $26,250,000 of deferred underwriting fees (or $ after payment of $30,187,500 of deferred underwriting fees if the underwriters’ over-allotment option is exercised in full), we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt leverage ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.
Effecting our Initial Business Combination
We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering, the private placements of the private placement warrants, our equity, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.
If our initial business combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on
indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.
We currently do not have any specific business combination under consideration. Our officers and directors have neither individually identified nor considered a target business, nor have they had any discussions regarding possible target businesses among themselves or with our underwriters or other advisors. Some of the members of our management team are employed by certain affiliates of Trasimene Capital. Trasimene Capital and Bilcar Limited Partnership are continuously made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction. We have not (nor have any of our agents or affiliates) been approached by any candidates (or representative of any candidates) with respect to a possible acquisition transaction with us and we will not consider a business combination with any company that has already been identified to Trasimene Capital and Bilcar Limited Partnership as a suitable acquisition candidate for it. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.
We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions with any business combination target. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business, other than our officers and directors. Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.
We may need to obtain additional financing to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.
Sources of Target Businesses
Our process of identifying acquisition targets will leverage Trasimene Capital, Bilcar Limited Partnership, our sponsors and our management team’s industry experiences, proven deal sourcing capabilities and broad and deep network of relationships in numerous industries, including executives and management teams, private equity groups and other institutional investors, large business enterprises, lenders, investment bankers and other investment market participants, restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number of business combination opportunities. We expect that the collective experience, capability and network of our founder, Trasimene Capital and Bilcar Limited Partnership, our directors and officers, combined with their individual and collective reputations in the investment community, will help to create prospective business combination opportunities.
In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read this prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our
attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.
We also expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will either of our sponsors or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). None of our sponsors, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated acquisition of such target by us.
We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsors, officers or directors or from making the acquisition through a joint venture or other form of shared ownership with our sponsors, officers or directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsors, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.
Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our sponsors, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Delaware law. See “Management — Conflicts of Interest.”
Evaluation of a Target Business and Structuring of our Initial Business Combination
Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA, or from an independent accounting firm, with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.
In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the
target sufficient for it not to be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be valued for purposes of the 80% of net assets test. There is no basis for investors in this offering to evaluate the possible merits or risks of any target business with which we may ultimately complete our business combination.
To the extent we effect our business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.
In evaluating a prospective target business, we expect to conduct a thorough due diligence review, which will encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.
The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.
Lack of Business Diversification
For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:
•
subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and
•
cause us to depend on the marketing and sale of a single product or limited number of products or services.
Limited Ability to Evaluate the Target’s Management Team
Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.
We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.
Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.
Stockholders May Not Have the Ability to Approve our Initial Business Combination
We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our second amended and restated certificate of incorporation. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business or other legal reasons.
Under the NYSE’s listing rules, stockholder approval would be required for our initial business combination if, for example:
•
we issue shares of common stock that will be equal to or in excess of 20% of the number of our shares of common stock then outstanding (other than in a public offering);
•
any of our directors, officers or substantial stockholders (as defined by the NYSE rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common stock or voting power of 5% or more; or
•
the issuance or potential issuance of common stock will result in our undergoing a change of control.
The decision as to whether we will seek stockholder approval of a proposed business combination in those instances in which stockholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:
•
the timing of the transaction, including in the event we determine stockholder approval would require additional time and there is either not enough time to seek stockholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
•
the expected cost of holding a stockholder vote;
•
the risk that the stockholders would fail to approve the proposed business combination;
•
other time and budget constraints of the company; and
•
additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to stockholders.
Permitted Purchases of Our Securities
If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial stockholders, directors, executive officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.
Such a purchase may include a contractual acknowledgment that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsors, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
The purpose of any such purchases of shares could be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.
In addition, if such purchases are made, the public “float” of our Class A common stock or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.
Our sponsors, officers, directors and/or their affiliates anticipate that they may identify the stockholders with whom our sponsors, officers, directors or their affiliates may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders (in the case of our Class A common stock) following our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsors, officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such stockholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the stockholder meeting related to our initial business combination. Our sponsors, executive officers, directors, advisors or any of their affiliates will select which stockholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.
Any purchases by our sponsors, officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsors, officers, directors and/or their affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.
Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination
We will provide our public stockholders with the opportunity to redeem all or a portion of their Class A common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the completion of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be approximately $10.00 per public share. The per-share amount we will distribute to investors
who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our sponsors, directors and each member of our management team have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares in connection with (i) the completion of our initial business combination and (ii) a stockholder vote to approve an amendment to our second amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering.
Limitations on Redemptions
Our second amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). However, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A common stock submitted for redemption will be returned to the holders thereof.
Manner of Conducting Redemptions
We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking stockholder approval under SEC rules). Asset acquisitions and share purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our shares of outstanding common stock or seek to amend our second amended and restated certificate of incorporation would require stockholder approval. We currently intend to conduct redemptions in connection with a stockholder vote unless stockholder approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other legal reasons. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with the NYSE rules.
If we held a stockholder vote to approve our initial business combination, we will, pursuant to our second amended and restated certificate of incorporation:
•
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and
•
file proxy materials with the SEC.
In the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business combination.
If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting will consist of the holder present in person or by proxy of shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting. Our initial stockholders will count towards this quorum and, pursuant to the terms of a letter agreement entered into with us, our sponsors and members of our management team have agreed to vote their founder shares and any public shares purchased during or after this offering, in favor of our initial business combination. In addition, pursuant to the terms of the forward purchase agreements, Cannae Holdings and THL FTAC have each agreed to vote any shares purchased during or after this offering, in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, in addition to our initial stockholders’ founder shares, we would need 28,125,001, or 37.5%, of the 75,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). These quorum and voting thresholds, and the voting agreements of our initial stockholders, may make it more likely that we will complete our initial business combination. Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction or whether they were a stockholder on the record date for the stockholder meeting held to approve the proposed transaction. In addition, our sponsors, directors and each member of our management team, have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with (i) the completion of a business combination and (ii) a stockholder vote to approve an amendment to our second amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering.
If, however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other legal reasons, we will, pursuant to our second amended and restated certificate of incorporation:
•
conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
•
file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
Upon the public announcement of our initial business combination, we or our sponsors will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A common stock in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.
In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.
Our second amended and restated certificate of incorporation will provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in
accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of our Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of our Class A common stock submitted for redemption will be returned to the holders thereof.
Limitation on Redemption upon Completion of Our Initial Business Combination If We Seek Stockholder Approval
Notwithstanding the foregoing, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our second amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to the Excess Shares. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsors or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in this offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.
However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.
Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights
Public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the initial vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for stockholders to use electronic delivery of their public shares.
There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.
The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies
would distribute proxy materials for the stockholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the stockholder then had an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the business combination is approved.
Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.
If our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.
If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until 24 months from the closing of this offering.
Redemption of Public Shares and Liquidation if no Initial Business Combination
Our sponsors, officers and directors have agreed that we will have only 24 months from the closing of this offering to complete an initial business combination. If we have not completed an initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we do not complete an initial business combination within 24 months from the closing of this offering.
Our sponsors, directors and each member of our management team have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to their founder shares if we do not complete an initial business combination within 24 months from the closing of this offering. However, if our sponsors, director or members of our management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we do not complete an initial business combination within 24 months from the closing of this offering.
Our sponsors, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our second amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our
initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of this offering, unless we provide our public stockholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsors, any executive officer, director or director nominee, or any other person.
We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,000,000 of proceeds held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such purpose.
If we were to expend all of the net proceeds of this offering the sale of the private placement warrants and the forward purchase securities, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by stockholders upon our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.00. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although we will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Credit Suisse and BofA Securities will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsors have agreed that they will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust
account as of the date of the liquidation of the trust account if less than $10.00 per share, due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our taxes, if any, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsors will not be responsible to the extent of any liability for such third party claims. However, we have not asked our sponsors to reserve for such indemnification obligations, nor have we independently verified whether our sponsors have sufficient funds to satisfy their indemnity obligations and we believe that our sponsors’ only assets are securities of our company. Therefore, we cannot assure you that our sponsors would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share, due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay our taxes, if any, and our sponsors assert that they are unable to satisfy their indemnification obligations or that they have no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsors to enforce their indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsors to enforce their indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.
We will seek to reduce the possibility that our sponsors will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsors will also not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,000,000 from the proceeds of this offering and the sale of the private placement warrants with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors, however such liability will not be greater than the amount of funds from our trust account received by any such stockholder. In the event that our offering expenses exceed our estimate of $1,000,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.
Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the closing of this offering may be considered a liquidating distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.
Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination within
24 months from the closing of this offering, is not considered a liquidating distribution under Delaware law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distribution. If we do not complete our initial business combination within 24 months from the closing of this offering, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly, it is our intention to redeem our public shares as soon as reasonably possible following our 24th month and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.
Because we will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.
If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.
Our public stockholders will be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete an initial business combination within 24 months
from the closing of this offering, (ii) in connection with a stockholder vote to amend our second amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of this offering or (B) with respect to any other provisions relating to the rights of holders of our Class A common stock, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public stockholders who redeem their shares of our Class A common stock in connection with a stockholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not completed an initial business combination within 24 months from the closing of this offering, with respect to such shares of our Class A common stock so redeemed. In no other circumstances will a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial business combination, a stockholder’s voting in connection with the business combination alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption rights described above. These provisions of our second amended and restated certificate of incorporation, like all provisions of our second amended and restated certificate of incorporation, may be amended with a stockholder vote.
Comparison of Redemption or Purchase Prices in Connection with our Initial Business Combination and if We Do Not Complete our Initial Business Combination
The following table compares the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and if we have not completed our business combination within 24 months from the closing of this offering.
|
|
|
|
|
Redemptions in Connection
with our Initial Business
Combination
|
|
|
Other Permitted Purchases
of Public Shares by our
Affiliates
|
|
|
Redemptions if we do not
Complete an Initial Business
Combination
|
|
|
|
Calculation of redemption price
|
|
|
Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the completion of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.
|
|
|
If we seek stockholder approval of our initial business combination, our sponsors, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our initial stockholders, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
|
|
|
If we have not completed an initial business combination within 24 months from the closing of this offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares.
|
|
|
|
Impact to remaining stockholders
|
|
|
The redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders, who will bear the burden of the deferred underwriting commissions and taxes payable.
|
|
|
If the permitted purchases described above are made, there would be no impact to our remaining stockholders because the purchase price would not be paid by us.
|
|
|
The redemption of our public shares if we do not complete our initial business combination will reduce the book value per share for the shares held by our sponsors, who will be our only remaining stockholder after such redemptions.
|
|
Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419
The following table compares the terms of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering would be identical to those of an offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise their over-allotment option. None of the provisions of Rule 419 apply to our offering.
|
|
|
|
|
Terms of Our Offering
|
|
|
Terms Under a Rule 419 Offering
|
|
|
|
Escrow of offering proceeds
|
|
|
$750,000,000 of the net proceeds of this offering and the sale of the private placement warrants will be deposited into a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company, acting as trustee.
|
|
|
Approximately $637,875,000 of the offering proceeds, representing the gross proceeds of this offering would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
|
|
|
|
Investment of net proceeds
|
|
|
$750,000,000 of the net proceeds of this offering and the sale of the private placement warrants held in trust will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
|
|
|
Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
|
|
|
|
Receipt of interest on escrowed funds
|
|
|
Interest income (if any) on proceeds from the trust account to be paid to stockholders is reduced by (i) any taxes paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000 of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.
|
|
|
Interest income on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination.
|
|
|
|
Limitation on fair value or net assets of target business
|
|
|
Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination.
|
|
|
The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
|
|
|
|
|
|
|
Terms of Our Offering
|
|
|
Terms Under a Rule 419 Offering
|
|
|
|
|
Trading of securities issued
|
|
|
The units are expected to begin trading on or promptly after the date of this prospectus. The shares of our Class A common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse and BofA Securities inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, an additional Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.
The units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
|
|
|
No trading of the units or the underlying Class A common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account.
|
|
|
|
|
|
|
Exercise of the warrants
|
|
|
The warrants cannot be exercised until the later of 30 days after the completion of our initial business combination or twelve months from the closing of this offering.
|
|
|
The warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.
|
|
|
|
|
Election to remain an investor
|
|
|
We will provide our public stockholders with the opportunity to redeem their public shares for cash at a per-share price equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the completion of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein. We may not be required by law to hold a stockholder vote. If we are not required by law and do not otherwise decide to hold a stockholder vote, we will, pursuant to our second amended and restated certificate of incorporation, conduct the
|
|
|
A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to
|
|
|
|
|
|
|
|
Terms of Our Offering
|
|
|
Terms Under a Rule 419 Offering
|
|
|
|
|
|
|
redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, we hold a stockholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of common stock voted are voted in favor of the business combination. Additionally, each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.
|
|
|
all of the investors and none of the securities are issued.
|
|
|
|
Business combination deadline
|
|
|
If we have not completed an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
|
|
|
If an acquisition has not been completed within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.
|
|
|
|
|
|
|
Terms of Our Offering
|
|
|
Terms Under a Rule 419 Offering
|
|
|
|
Release of funds
|
|
|
Except for the withdrawal of interest income (if any) to pay our taxes, if any, none of the funds held in trust will be released from the trust account until the earliest of:
(i) the completion of our initial business combination,
(ii) the redemption of 100% of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering, subject to applicable law, or
(iii) the redemption of our public shares properly submitted in connection with a stockholder vote to approve an amendment to our second amended and restated certificate of incorporation that (A) would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering or (B) with respect to the rights of holders of our Class A common stock and any other provisions relating to stockholders’ rights or pre-initial business combination activity.
|
|
|
The proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time.
|
|
Competition
In identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Facilities
We currently maintain our executive offices at 1701 Village Center Circle, Las Vegas, NV 89134. The cost for our use of this space is included in the $5,000 per month fee we will pay to Cannae Holdings for office space, administrative support services. We consider our current office space adequate for our current operations.
Employees
We currently have three executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to
our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.
Periodic Reporting and Financial Information
We will register our units, Class A common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.
We will provide stockholders with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to stockholders to assist them in assessing the target business. In all likelihood, these financial statements may be required to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material.
We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the completion of our initial business combination.
We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross
revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the Market Value of the shares of our Class A common stock that are held by non-affiliates equals or exceeds $700.0 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Legal Proceedings
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding in the 12 months preceding the date of this prospectus.
MANAGEMENT
Founder, Officers, Directors and Director Nominees
Our officers, directors and director nominees are as follows:
|
Name
|
|
|
Age
|
|
|
Position
|
|
|
William P. Foley, II
|
|
|
75
|
|
|
Founder and Executive Chairman
|
|
|
Douglas K. Ammerman
|
|
|
68
|
|
|
Director Nominee
|
|
|
Thomas M. Hagerty
|
|
|
57
|
|
|
Director Nominee
|
|
|
Hugh R. Harris
|
|
|
69
|
|
|
Director Nominee
|
|
|
Frank R. Martire, Jr.
|
|
|
72
|
|
|
Director Nominee
|
|
|
Richard N. Massey
|
|
|
63
|
|
|
Chief Executive Officer and Director Nominee
|
|
|
Richard L. Cox
|
|
|
54
|
|
|
Chief Financial Officer
|
|
|
David W. Ducommun
|
|
|
43
|
|
|
Senior Vice President of Corporate Finance
|
|
|
Michael L. Gravelle
|
|
|
58
|
|
|
General Counsel and Corporate Secretary
|
|
William P. Foley, II is a founder and the Executive Chairman of the Company since March 2020. In addition, he has served as the Chairman of Cannae Holdings since July 2017. Mr. Foley is a founder of FNF, and has served as the Chairman of the board of directors of FNF since 1984. Mr. Foley serves as a Senior Managing Director of Trasimene Capital. He served as Chief Executive Officer of FNF until May 2007 and as President of FNF until December 1994. Mr. Foley also serves as Chairman of Black Knight since December 2019, and served as the Executive Chairman of Black Knight from January 2014 to December 2019 and as the co-Executive Chairman of FGL Holdings since April 2016. Mr. Foley also previously served as a director of Ceridian from September 2013 to August 2019. Mr. Foley also serves as the Chairman of Dun & Bradstreet, which is a Cannae Holdings portfolio company. Mr. Foley also serves as the Chairman, Chief Executive Officer and President of Foley Family Wines Holdings, Inc., a private holding company for numerous vineyards and wineries, and the Executive Chairman and Chief Executive Officer of Black Knight Sports and Entertainment LLC, which is the private company that owns the Vegas Golden Knights, a National Hockey League team. Within the past five-years, Mr. Foley served as the Vice Chairman of FIS and as the Chairman of Remy. After receiving his B.S. degree in engineering from the United States Military Academy at West Point, Mr. Foley served in the U.S. Air Force, where he attained the rank of captain. Mr. Foley’s qualifications to serve on our board include more than 30 years as a director and executive officer of FNF, his long and deep knowledge of our business and industry, his strategic vision, his experience as a board member and executive officer of public and private companies in a wide variety of industries, and his strong track record of building and maintaining stockholder value and successfully negotiating and implementing mergers and acquisitions. Mr. Foley provides high-value added services to our board of directors and has sufficient time to focus on the Company.
Douglas K. Ammerman will serve as a member of our board of directors upon completion of this offering. In addition, he has served as a director of FNF since 2005. Mr. Ammerman is a retired partner of KPMG LLP (“KPMG”), where he became a partner in 1984. Mr. Ammerman formally retired from KPMG in 2002. He also serves as a director of Stantec Inc. and J. Alexander’s. Mr. Ammerman formerly served on the boards of William Lyon Homes, Remy and El Pollo Loco, Inc. Mr. Ammerman’s qualifications to serve as a member of our board of directors include his financial and accounting background and expertise, including his 18 years as a partner with KPMG, and his experience as a director on the boards of other companies.
Thomas M. Hagerty will serve as a member of our board of directors upon completion of this offering. Mr. Hagerty is a Managing Director of THL, which he joined in 1988. Mr. Hagerty currently serves as a director of Black Knight, Ceridian, Dun & Bradstreet, FleetCor Technologies and FNF. Mr. Hagerty formerly served on the boards of First Bancorp, MoneyGram International and FIS. Mr. Hagerty’s significant financial expertise and experience on the boards of a number of private and public companies make him well qualified to serve as a member of our board of directors.
Hugh R. Harris will serve as a member of our board of directors upon completion of this offering. Mr. Harris is a director of Cannae Holdings since November 2017. Mr. Harris is retired, and formerly served as President, Chief Executive Officer and a director of LPS from October 2011 until January 2014, when it was acquired by FNF. Prior to joining LPS, Mr. Harris had been retired since July 2007. Before his retirement, Mr. Harris served as President of the Financial Services Technology division at FNF from April 2003 until July 2007. Prior to joining FNF, Mr. Harris served in various roles with HomeSide Lending Inc. from 1983 until 2001, including President and Chief Operating Officer and later as Chief Executive Officer. Mr. Harris’s significant financial expertise and experience on the boards of a number of public companies make him well qualified to serve as a member of our board of directors.
Frank R. Martire, Jr. will serve as a member of our board of directors upon completion of this offering. In addition, he has served as a director of Cannae Holdings since November 2017. Mr. Martire has served as the Executive Chairman of NCR since May 2018. He served as Lead Independent Director of J. Alexander’s since May 2019 and as Chairman of J. Alexander’s from September 2015 until May 2019. Mr. Martire served as Chairman of FIS from January 2017 until May 2018, and as Executive Chairman of FIS from January 2015 through December 2016. Mr. Martire served as Chairman of the Board and Chief Executive Officer of FIS from April 2012 until January 2015. Mr. Martire joined FIS as President and Chief Executive Officer after its acquisition of Metavante in October 2009, where he had served as Chairman of the Board and Chief Executive Officer since January 2003. Mr. Martire served as President and Chief Operating Officer of Call Solutions, Inc. from 2001 to 2003 and President and Chief Operating Officer, Financial Institution Systems and Services Group of Fiserv from 1991 to 2001. Mr. Martire’s qualifications to serve on our board of directors include his years of experience in providing technology solutions to the banking industry, particularly his experience with FIS and Metavante, his knowledge of and contacts in the financial services industry, his strong leadership abilities and experience in driving growth and results in large complex business organizations. Mr. Martire’s significant financial expertise and experience on the boards of a number of public companies make him well qualified to serve as a member of our board of directors.
Richard N. Massey has served as Chief Executive Officer of the Company since March 2020 and will serve as a member of our board of directors upon completion of this offering. In addition, he serves as a Senior Managing Director of Trasimene Capital and Chief Executive Officer of Cannae Holdings. Mr. Massey served as the Chairman and principal shareholder of Bear State Financial, Inc., a publicly traded financial institution from 2011 until April 2018. Mr. Massey has served on Black Knight’s board of directors since December 2014. In addition, Mr. Massey has served as a director of FNF since February 2006. Mr. Massey has been a partner in Westrock Capital, LLC, a private investment partnership, since January 2009. Prior to that, Mr. Massey was Chief Strategy Officer and General Counsel of Alltel Corporation and served as a Managing Director of Stephens Inc., a private investment bank, during which time his financial advisory practice focused on software and information technology companies, and he formerly served as a director of FIS. Mr. Massey also serves as a director of FGL Holdings. Mr. Massey is also a director of the Oxford American Literary Project and the Chairman of the board of directors of the Arkansas Razorback Foundation. Mr. Massey formerly served as a director of FIS and Chairman of Bear State Financial, Inc. Mr. Massey’s significant financial expertise and experience on the boards of a number of public companies make him well qualified to serve as a member of our board of directors. We believe that Mr. Massey is able to fulfill his roles and devote sufficient time and attention to his duties as Chief Executive Officer, as a member of our board of directors upon completion of this offering and as a director of the other public company on which he serves. We are a blank check company whose business purpose is to effect a business combination, and we will have no operations for Mr. Massey to oversee until we complete our initial business combination.
Richard L. Cox has served as Chief Financial Officer of the Company since March 2020. In addition, he has served as a Managing Director of Trasimene Capital since November 2019 and as an Executive Vice President and Chief Financial Officer of Cannae Holdings since April 2017. Mr. Cox has over 20 years of experience in the financial industry. Mr. Cox served as an Executive Vice President of FNF from June 2012 to November 2019. Mr. Cox served as an Executive Vice President and Chief Tax Officer of FNF from June 2012 until August 2014. He joined FNF in March 2000 and has served in various roles since that time, including as a Senior Vice President and Chief Tax Officer. Prior to joining FNF, Mr. Cox served as a Senior Manager for Deloitte & Touche in Los Angeles. Mr. Cox is also a founder of Wine Decadence, LLC,
a private direct sale wine business based in Jacksonville, Florida. He also serves as Treasurer of The Folded Flag Foundation and is the Chairman and President of Angel Mission.
David W. Ducommun has served as a Senior Vice President of Corporate Finance of the Company since March 2020. In addition, he has served as a Managing Director of Trasimene Capital since November 2019 and as a Senior Vice President of Corporate Finance of Cannae Holdings since November 2017. Mr. Ducommun has over 10 years of experience in the financial industry. Mr. Ducommun has served as a Senior Vice President of Mergers and Acquisitions of FNF from 2011 to November 2019. He also served as Secretary of FGL Holdings from April 2016 until December 2017.
Michael L. Gravelle has served as General Counsel and Corporate Secretary of the Company since March 2020. In addition, he has served as an Executive Vice President, General Counsel and Corporate Secretary of Cannae Holdings since April 2017. Mr. Gravelle has served as the Chief Compliance Officer for Trasimene Capital since January 2020. Mr. Gravelle has over 25 years of business and legal experience in the financial industry. Mr. Gravelle has served as an Executive Vice President, General Counsel and Corporate Secretary of FNF since January 2010, and also served in the capacity of an Executive Vice President, Legal since May 2006 and Corporate Secretary since April 2008. Mr. Gravelle joined FNF in 2003, serving as a Senior Vice President. Mr. Gravelle joined a subsidiary of FNF in 1993, where he served as a Vice President, General Counsel and Secretary beginning in 1996 and as a Senior Vice President, General Counsel and Corporate Secretary beginning in 2000. Mr. Gravelle has also served as an Executive Vice President and General Counsel of Black Knight and its predecessors since January 2014 and as Corporate Secretary of Black Knight from January 2014 until May 2018.
Number and Terms of Office of Officers and Directors
Our board of directors will be divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the NYSE. The term of office of the first class of directors, consisting of and , will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of and , will expire at our second annual meeting of the stockholders. The term of office of the third class of directors, consisting of and , will expire at our third annual meeting of stockholders. We may not hold an annual meeting of stockholders until after we complete our initial business combination.
Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.
Pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, either of our sponsors, upon completion of an initial business combination, will be entitled to nominate individuals for election to our board of directors, as long as each of the sponsors hold any securities covered by the registration rights agreement.
Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to nominate persons to the offices set forth in our second amended and restated certificate of incorporation as it deems appropriate. Our second amended and restated certificate of incorporation will provide that our officers may consist of one or more chairman of the board of directors, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.
Director Independence
NYSE listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board
of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that , and are “independent directors” as defined in the NYSE listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.
Executive Officer and Director Compensation
None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the NYSE through the earlier of completion of our initial business combination and our liquidation, we will reimburse Cannae Holdings for office space and administrative support services provided to us in the amount of $5,000 per month. In addition, our sponsors, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsors, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and completing an initial business combination. Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsors, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.
After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.
We do not intend to take any action to ensure that members of our management team maintain their positions with us after the completion of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the completion of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
Committees of the Board of Directors
Upon the effectiveness of the registration statement of which this prospectus forms a part, our board of directors will have three standing committees: an audit committee, a compensation committee and a corporate governance and nominating committee. Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Subject to phase-in rules and a limited exception, the rules of the NYSE require that the compensation committee of a listed company be comprised solely of independent directors.
Audit Committee
Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. , and will serve as members of our audit committee. Our board of directors has determined that each of , and are independent under the NYSE listing standards and applicable SEC rules. will serve as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that and qualify as an “audit committee financial expert” as defined in applicable SEC rules.
The primary functions of the audit committee include:
•
appointing, compensating and overseeing our independent registered public accounting firm;
•
reviewing and approving the annual audit plan for the Company;
•
overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements;
•
discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm;
•
pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;
•
appointing or replacing the independent registered public accounting firm;
•
establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law;
•
monitoring our environmental sustainability and governance practices;
•
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;
•
approving audit and non-audit services provided by our independent registered public accounting firm;
•
discussing earnings press releases and financial information provided to analysts and rating agencies;
•
discussing with management our policies and practices with respect to risk assessment and risk management;
•
reviewing any material transaction between our Chief Financial Officer that has been approved in accordance with our Code of Ethics for our officers, and providing prior written approval of any material transaction between us and our President; and
•
producing an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations.
The audit committee is a separately designated standing committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.
Compensation Committee
Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a compensation committee of our board of directors. The members of our compensation committee will be , and , and will serve as chairman of the compensation committee.
Under the NYSE listing standards and applicable SEC rules, we are required to have a compensation committee composed entirely of independent directors. Our board of directors has determined that each of
, and are independent. We will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:
•
reviewing and approving corporate goals and objectives relevant to our President’s compensation, evaluating our President’s performance in light of those goals and objectives, and setting our President’s compensation level based on this evaluation;
•
setting salaries and approving incentive compensation and equity awards, as well as compensation policies, for all other officers who file reports of their ownership, and changes in ownership, of the Company’s common stock under Section 16(a) of the Exchange Act (the “Section 16 Officers”), as designated by our board of directors;
•
making recommendations to the board with respect to incentive compensation programs and equity-based plans that are subject to board approval;
•
approving any employment or severance agreements with our Section 16 Officers;
•
granting any awards under equity compensation plans and annual bonus plans to our President and the Section 16 Officers;
•
approving the compensation of our directors; and
•
producing an annual report on executive compensation for inclusion in our proxy statement, in accordance with applicable rules and regulations.
The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.
Compensation Committee Interlocks and Insider Participation
None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.
Corporate Governance and Nominating Committee
Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish a corporate governance and nominating committee of our board of directors. The members of our corporate governance and nominating committee will be , and , and will serve as chairman of the corporate governance and nominating committee. Under the NYSE listing standards, we are required to have a corporate governance and nominating committee composed entirely of independent directors. Our board of directors has determined that each of , and are independent.
The primary function of the corporate governance and nominating committee include:
•
identifying individuals qualified to become members of the board of directors and making recommendations to the board of directors regarding nominees for election;
•
reviewing the independence of each director and making a recommendation to the board of directors with respect to each director’s independence;
•
developing and recommending to the board of directors the corporate governance principles applicable to us and reviewing our corporate governance guidelines at least annually;
•
making recommendations to the board of directors with respect to the membership of the audit, compensation and corporate governance and nominating committees;
•
overseeing the evaluation of the performance of the board of directors and its committees on a continuing basis, including an annual self-evaluation of the performance of the corporate governance and nominating committee;
•
considering the adequacy of our governance structures and policies, including as they relate to our environmental sustainability and governance practices;
•
considering director nominees recommended by stockholders; and
•
reviewing our overall corporate governance and reporting to the board of directors on its findings and any recommendations.
Guidelines for Selecting Director Nominees
The guidelines for selecting nominees, which will be specified a charter to be adopted by us, generally provide that persons to be nominated:
•
should possess personal qualities and characteristics, accomplishments and reputation in the business community;
•
should have current knowledge and contacts in the communities in which we do business and in our industry or other industries relevant to our business;
•
should have the ability and willingness to commit adequate time to the board of directors and committee matters;
•
should demonstrate ability and willingness to commit adequate time to the board of directors and committee matters;
•
should possess the fit of the individual’s skills and personality with those of other directors and potential directors in building a board of directors that is effective, collegial and responsive to our needs; and
•
should demonstrate diversity of viewpoints, background, experience, and other demographics, and all aspects of diversity in order to enable the board to perform its duties and responsibilities effectively, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation.
Each year in connection with the nomination of candidates for election to the board of directors, the corporate governance and nominating committee will evaluate the background of each candidate, including candidates that may be submitted by our stockholders.
Code of Ethics
Upon the effectiveness of the registration statement of which this prospectus forms a part, we will have adopted a Code of Ethics applicable to our directors, officers and employees. We will file a copy of our Code of Ethics and our audit committee charter as exhibits to the registration statement of which this prospectus is a part. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. See the section of this prospectus entitled “Where You Can Find Additional Information.”
Conflicts of Interest
In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:
•
the corporation could financially undertake the opportunity;
•
the opportunity is within the corporation’s line of business; and
•
it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.
Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including entities that are affiliates of our sponsors, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Delaware law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.
Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships:
|
Individual
|
|
|
Entity
|
|
|
Entity’s Business
|
|
|
Affiliation
|
|
|
William P. Foley, II
|
|
|
Black Knight
|
|
|
Technology
|
|
|
Chairman
|
|
|
|
|
|
Black Knight Sports & Entertainment LLC
|
|
|
Entertainment
|
|
|
Executive Chairman and Chief Executive Officer
|
|
|
|
|
|
Cannae Holdings
|
|
|
Investment
|
|
|
Chairman
|
|
|
|
|
|
Dun & Bradstreet
|
|
|
Data & Anlaytics
|
|
|
Chairman
|
|
|
|
|
|
FGL Holdings
|
|
|
Insurance
|
|
|
Co-Executive Chairman
|
|
|
|
|
|
Foley Family Wines Holdings, Inc.
|
|
|
Wineries
|
|
|
Chairman, Chief Executive Officer and President
|
|
|
|
|
|
FNF
|
|
|
Insurance
|
|
|
Chairman
|
|
|
|
|
|
Trasimene Capital
|
|
|
Investment
|
|
|
Senior Managing Director
|
|
|
Douglas K. Ammerman
|
|
|
FNF
|
|
|
Insurance
|
|
|
Director
|
|
|
|
|
|
J. Alexander’s
|
|
|
Restaurant
|
|
|
Director
|
|
|
Thomas M. Hagerty
|
|
|
Black Knight
|
|
|
Technology
|
|
|
Director
|
|
|
|
|
|
Ceridian
|
|
|
Technology
|
|
|
Director
|
|
|
|
|
|
D&B
|
|
|
Data & Analytics
|
|
|
Director
|
|
|
|
|
|
FleetCor Technologies
|
|
|
Technology
|
|
|
Director
|
|
|
|
|
|
FNF
|
|
|
Insurance
|
|
|
Director
|
|
|
|
|
|
THL
|
|
|
Investment
|
|
|
Managing Director
|
|
|
Hugh R. Harris
|
|
|
Cannae Holdings
|
|
|
Investment
|
|
|
Director
|
|
|
Frank R. Martire, Jr.
|
|
|
Cannae Holdings
|
|
|
Investment
|
|
|
Director
|
|
|
|
|
|
J. Alexander’s
|
|
|
Restaurant
|
|
|
Lead Independent Director
|
|
|
|
|
|
NCR
|
|
|
Technology
|
|
|
Executive Chairman
|
|
|
Richard N. Massey
|
|
|
Arkansas Razorback Foundation
|
|
|
Non-Profit
|
|
|
Chairman
|
|
|
|
|
|
Black Knight
|
|
|
Technology
|
|
|
Director
|
|
|
|
|
|
Cannae Holdings
|
|
|
Investment
|
|
|
Chief Executive Officer
|
|
|
|
|
|
FGL Holdings
|
|
|
Insurance
|
|
|
Director
|
|
|
|
|
|
FNF
|
|
|
Insurance
|
|
|
Director
|
|
|
|
|
|
Oxford American Literary Project
|
|
|
Publication
|
|
|
Director
|
|
|
|
|
|
Trasimene Capital
|
|
|
Investment
|
|
|
Senior Managing Director
|
|
|
|
|
|
Westrock Capital, LLC
|
|
|
Investment
|
|
|
Partner
|
|
|
Richard L. Cox
|
|
|
Angel Mission
|
|
|
Non-Profit
|
|
|
Chairman and President
|
|
|
|
|
|
Cannae Holdings
|
|
|
Investment
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
Folded Flag Foundation
|
|
|
Non-Profit
|
|
|
Treasurer
|
|
|
|
|
|
Trasimene Capital
|
|
|
Investment
|
|
|
Managing Director
|
|
|
David W. Ducommun
|
|
|
Cannae Holdings
|
|
|
Investment
|
|
|
Senior Vice President of Corporate Finance
|
|
|
|
|
|
Trasimene Capital
|
|
|
Investment
|
|
|
Managing Director
|
|
|
Individual
|
|
|
Entity
|
|
|
Entity’s Business
|
|
|
Affiliation
|
|
|
Michael L. Gravelle
|
|
|
Black Knight
|
|
|
Technology
|
|
|
Executive Vice President and General Counsel
|
|
|
|
|
|
Cannae Holdings
|
|
|
Investment
|
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
|
|
|
|
|
FNF
|
|
|
Insurance
|
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
|
|
|
|
|
Trasimene Capital
|
|
|
Investment
|
|
|
Chief Compliance Officer
|
|
Potential investors should also be aware of the following other potential conflicts of interest:
•
Trasimene Capital externally manages Cannae Holdings pursuant to a management services agreement. Investment vehicles managed by Trasimene Capital, Bilcar Limited Partnership or their affiliates may be seeking acquisition opportunities and related financing at any time. We may compete with any one or more of them on any given acquisition opportunity.
•
Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers and directors is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers and directors are not obligated to contribute any specific number of hours per week to our affairs.
•
Our sponsors subscribed for founder shares prior to the date of this prospectus and will purchase private placement warrants in a transaction that will close simultaneously with the closing of this offering.
•
Our sponsors and each member of our management team have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with (i) the completion of our initial business combination and (ii) a stockholder vote to approve an amendment to our second amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering. Additionally, our sponsors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we do not complete our initial business combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame, the private placement warrants will expire worthless. Except as described herein, our sponsors and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their common stock for cash, securities or other property. The private placement warrants will not be transferable until 30 days following the completion of our initial business combination. Because each of our executive officers and director nominees will own common stock or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
•
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.
We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsors, officers or directors or making the acquisition through a joint venture or
other form of shared ownership with our sponsors, officers or directors. In the event we seek to complete our initial business combination with a business combination target that is affiliated with our sponsors, executive officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or from an independent accounting firm, that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in no event will either of our sponsors or any of our existing officers or directors, or any of their respective affiliates, be paid by the company any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination. Further, commencing on the date our securities are first listed on the NYSE, we will also reimburse Cannae Holdings for office space and administrative support services provided to us in the amount of $5,000 per month.
We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.
In the event that we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed to vote their founder shares, and our sponsors and the members of our management team have agreed to vote any shares purchased during or after the offering, in favor of our initial business combination.
Limitation on Liability and Indemnification of Officers and Directors
Our second amended and restated certificate of incorporation will provide that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our second amended and restated certificate of incorporation will provide that our directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.
We will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification provided for in our second amended and restated certificate of incorporation. Our amended and restated bylaws also permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification.
We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to the extent they are entitled to funds from the trust account due to their ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we complete an initial business combination.
Our indemnification obligations may discourage stockholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.
We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding the beneficial ownership of our common stock as of the date of this prospectus, and as adjusted to reflect the sale of our Class A common stock included in the units offered by this prospectus, and assuming no purchase of units in this offering, by:
•
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
•
each of our executive officers, directors and director nominees that beneficially owns shares of common stock; and
•
all our executive officers and directors as a group.
Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this prospectus.
On April 7, 2020, the sponsors paid an aggregate of $25,000, or approximately $0.001 per share, to cover certain of our offering costs in consideration of 21,562,500 Class B common stock, par value $0.0001. In , 2020, our sponsors transferred 25,000 founder shares to each of our independent director nominees at their original purchase price. Prior to the initial investment in the company of $25,000 by the sponsors, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The post-offering percentages in the following table assume that the underwriters do not exercise their over-allotment option and that there are 93,750,000 shares of common stock issued and outstanding after this offering.
|
Name and Address of Beneficial Owner(1)
|
|
|
Number of
Shares
Beneficially
Owned(2)
|
|
|
Approximate
Percentage of
Outstanding
Common stock
|
|
|
|
Before
Offering
|
|
|
After
Offering
|
|
|
Trasimene Capital FT, LP(3)
|
|
|
|
|
15,023,750
|
|
|
|
|
|
69.6%
|
|
|
|
|
|
13.9%
|
|
|
|
Bilcar FT, LP(3)
|
|
|
|
|
6,438,750
|
|
|
|
|
|
29.9%
|
|
|
|
|
|
6.0%
|
|
|
|
William P. Foley, II(3)
|
|
|
|
|
21,462,500
|
|
|
|
|
|
99.5%
|
|
|
|
|
|
19.9%
|
|
|
|
Douglas K. Ammerman
|
|
|
|
|
25,000
|
|
|
|
|
|
*
|
|
|
|
|
|
*
|
|
|
|
Thomas M. Hagerty
|
|
|
|
|
25,000
|
|
|
|
|
|
*
|
|
|
|
|
|
*
|
|
|
|
Hugh R. Harris
|
|
|
|
|
25,000
|
|
|
|
|
|
*
|
|
|
|
|
|
*
|
|
|
|
Frank R. Martire, Jr.
|
|
|
|
|
25,000
|
|
|
|
|
|
*
|
|
|
|
|
|
*
|
|
|
|
Richard N. Massey
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
Richard L. Cox
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
David W. Ducommun
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
Michael L. Gravelle
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
All officers, directors and director nominees as a group
(9 individuals)
|
|
|
|
|
21,562,500
|
|
|
|
|
|
100%
|
|
|
|
|
|
20%
|
|
|
*
Less than one percent.
(1)
Unless otherwise noted, the business address of each of our stockholders is 1701 Village Center Circle, Las Vegas, NV, 89134.
(2)
Interests shown consist solely of founder shares, classified as Class B common stock. Such shares will automatically convert into Class A common stock on the first business day following the completion of our initial business combination as described in the section entitled “Description of Securities.” Excludes Class A common stock issuable pursuant to the forward purchase agreements, as such shares will only be issued concurrently with the closing of our initial business combination.
(3)
Trasimene Capital FT, LLC is the sole general partner of Trasimene Capital FT, LP. Trasimene Capital FT, LLC has sole voting and dispositive power over the founder shares owned by Trasimene Capital FT, LP. Bilcar FT, LLC is the sole general partner of Bilcar FT, LP. Bilcar FT, LLC has sole voting and
dispositive power over the founder shares owned by Bilcar FT, LP. William P. Foley, II is the sole member of Trasimene Capital FT, LLC and Bilcar FT, LLC. and therefore may be deemed to beneficially own 21,462,500 founder shares and ultimately exercises voting and dispositive power over the founder shares held by Trasimene Capital FT, LP and Bilcar FT, LP, respectively. Mr. Foley disclaims beneficial ownership of these shares except to the extent of any pecuniary interest therein.
Immediately after this offering, our initial stockholders will beneficially own 20% of the then issued and outstanding common stock (assuming they do not purchase any units in this offering) and will have the right to appoint all of our directors prior to our initial business combination. Holders of our public shares will not have the right to appoint any directors to our board of directors prior to our initial business combination. Because of this ownership block, our initial stockholders may be able to effectively influence the outcome of all other matters requiring approval by our stockholders, including amendments to our second amended and restated certificate of incorporation and approval of significant corporate transactions including our initial business combination.
The holders of the founder shares have agreed (a) to vote any founder shares owned by it in favor of any proposed business combination and (b) not to redeem any founder shares in connection with a stockholder vote to approve a proposed initial business combination.
Our sponsors and our executive officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.
Prior to this offering, we have entered into the forward purchase agreements pursuant to which Cannae Holdings, a diversified holding company which is externally managed by Trasimene Capital but is not an affiliate of us or our sponsors, and THL FTAC, an affiliate of THL, a premier private equity firm investing in growth companies headquartered primarily in North America, have each agreed to purchase Class A common stock in an aggregate share amount equal to 15,000,000 shares of our Class A common stock (or a total of 30,000,000 shares of our Class A common stock), plus an aggregate of 5,000,000 redeemable warrants (or a total of 10,000,000 redeemable warrants) to purchase one share of our Class A common stock at $11.50 per share, for an aggregate purchase price of $150,000,000 (or a total of $300,000,000), or $10.00 for one share of our Class A common stock and one-third of one warrant, in a private placement to occur concurrently with the closing of our initial business combination. In connection with the forward purchase securities sold to Cannae Holdings and THL FTAC, we expect that our initial stockholders will receive (by way of an adjustment to their existing shares of our Class B common stock) an aggregate number of additional shares of our Class B common stock so that the initial stockholders, in the aggregate, on an as-converted basis, will hold 20% of the shares of our Class A common stock at the time of the closing of the initial business combination. See “Description of Securities — Forward Purchase Agreements.”
The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the initial business combination, expenses in connection with our initial business combination or for working capital in the post transaction company. These purchases will be required to be made regardless of whether any shares of our Class A common stock are redeemed by our public stockholders and are intended to provide us with a minimum funding level for our initial business combination.
Neither Cannae Holdings nor THL FTAC will have any right to the funds held in the trust account except with respect to any public shares owned by them. We currently expect that an affiliate of Cannae Holdings and THL FTAC will each have an approximately 29% limited partnership interest in Trasimene Capital FT, LP, and as a result, each will have an indirect economic interest in 20% of the aggregate amount of founder shares and private placement warrants held by our sponsors after this offering.
Restrictions on Transfers of Founder Shares and Private Placement Warrants
The founder shares, private placement warrants and any shares of our Class A common stock issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreements entered into by our sponsors and management team. Our sponsors, directors and each member of our management team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (a) one year after the completion of our initial business combination and (b) upon completion of our initial business combination, (x) if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property. The private placement warrants and the respective Class A common stock underlying such warrants are not transferable or salable until 30 days after the completion of our initial business combination. The foregoing restrictions are not applicable to transfers (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members or partners of our sponsors or their affiliates, any affiliates of our sponsors, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the completion of a business combination at prices no greater than the price at which the founder shares, private placement warrants or Class A common stock, as applicable, were originally purchased; (f) by virtue of the limited partnership agreements or other applicable organizational documents of the Sponsors upon dissolution of any such Sponsor; (g) as distributions to limited partners or members of the Sponsors; (h) by virtue of the laws of the State of Delaware or of our sponsors’ organizational documents upon liquidation or dissolution of our sponsors; (i) to the Company for no value for cancellation in connection with the completion of our initial business combination; (j) in the event of our liquidation prior to the completion of our initial business combination; or (k) in the event of our completion of a liquidation, merger, capital stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their Class A common stock for cash, securities or other property subsequent to our completion of our initial business combination; provided , however, that in the case of clauses (a) through (h) , or with the prior written consent of the Company, these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
During the period ended April 7, 2020, the sponsors paid an aggregate of $25,000, or approximately $0.001 per share, to cover certain of our offering costs in consideration of 21,562,500 Class B common stock, par value $0.0001. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding shares upon completion of this offering. In , 2020, our sponsors transferred 25,000 founder shares to each of our independent director nominees at their original purchase price. If we further increase or decrease the size of the offering, we will effect a stock capitalization or a share surrender or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the completion of the offering in such amount as to maintain the ownership of our sponsors (and their permitted transferees, if any) at 20% of the issued and outstanding shares upon the completion of this offering. Up to 2,812,500 founder shares are subject to forfeiture by our sponsors depending on the extent to which the underwriters’ over-allotment option is exercised. The founder shares (including the shares of our Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
Our sponsors have committed, pursuant to a written agreement, to purchase an aggregate of 11,333,334 private placement warrants (or 12,833,334 private placement warrants if the over-allotment option is exercised in full) for a purchase price of $1.50 per whole warrant in a private placement that will occur simultaneously with the closing of this offering. As such, our sponsors’ interest in this transaction is valued at between $17,000,001 and $19,250,001, depending on the number of private placement warrants purchased. Each private placement warrant entitles the holder to purchase one share of our Class A common stock at $11.50 per share. The private placement warrants (including the shares of our Class A common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
As more fully discussed in the section of this prospectus entitled “Management — Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.
Prior to this offering, we have entered into the forward purchase agreements pursuant to which Cannae Holdings, a diversified holding company which is externally managed by Trasimene Capital but is not an affiliate of us or our sponsors, and THL FTAC, an affiliate of THL, a premier private equity firm investing in growth companies headquartered primarily in North America, has each agreed to purchase Class A common stock in an aggregate share amount equal to 15,000,000 shares of our Class A common stock (or a total of 30,000,000 shares of our Class A common stock), plus an aggregate of 5,000,000 redeemable warrants (or a total of 10,000,000 redeemable warrants) to purchase one share of our Class A common stock at $11.50 per share, for an aggregate purchase price of $150,000,000 (or a total of $300,000,000), or $10.00 for one share of our Class A common stock and one-third of one warrant, in a private placement to occur concurrently with the closing of our initial business combination. In connection with the forward purchase securities sold to Cannae Holdings and THL FTAC, we expect that each of our initial stockholders will receive (by way of an adjustment to their existing shares of our Class B common stock) an aggregate number of additional shares of our Class B common stock so that the initial stockholders, in the aggregate, on an as-converted basis, will hold 20% of the shares of our Class A common stock at the time of the closing of the initial business combination. See “Description of Securities — Forward Purchase Agreements.”
Under the forward purchase agreements, we will provide a right of first offer to Cannae Holdings and THL, if we propose to raise additional capital by issuing any equity, or securities convertible into, exchangable or exercisable for equity securities, other than the units and certain excluded securities. In addition, if we seek stockholder approval of a proposed initial business combination, each of Cannae Holdings and THL has agreed under the forward purchase agreements to vote any shares of Class A common stock owned by each of Cannae Holdings and THL in favor of any proposed initial business combination.
The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the initial business combination, expenses in connection with our initial business combination
or for working capital in the post transaction company. These purchases will be required to be made regardless of whether any Class A common stock are redeemed by our public stockholders and are intended to provide us with a minimum funding level for our initial business combination.
Neither Cannae Holdings nor THL FTAC will have any right to the funds held in the respective trust account except with respect to any public shares owned by them. We currently expect that an affiliate of Cannae Holdings and THL FTAC will each have an approximately 29% limited partnership interest in Trasimene Capital FT, LP, and as a result, each will have an indirect economic interest in 20% of the aggregate amount of founder shares and private placement warrants held by our sponsors after this offering.
We currently maintain our executive offices at 1701 Village Center Circle, Las Vegas, NV 89134. The cost for our use of this space is included in the $5,000 per month fee we will pay to Cannae Holdings for office space and administrative support services, commencing on the date that our securities are first listed on the NYSE. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.
No compensation of any kind, including finder’s and consulting fees, will be paid to our sponsors, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsors, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.
Prior to the closing of this offering, a portion of the offering expenses will be paid from the proceeds of loans from our sponsors or affiliates. These funds will be reimbursed up to $150,000 as described in this prospectus. These funds will be reimbursed upon the earlier of (i) closing of this offering, or (ii) January 31, 2021 out of the $1,000,000 of offering proceeds that has been allocated to the payment of offering expenses.
In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsors or an affiliate of our sponsors or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsors or an affiliate of our sponsors as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.
We will enter into a registration rights agreement pursuant to which our sponsors will be entitled to certain registration rights with respect to the private placement warrants, the warrants issuable upon conversion of working capital loans (if any) and the shares of our Class A common stock issuable upon exercise of the foregoing and upon conversion of the founder shares. Pursuant to the forward purchase agreements, we have agreed to use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination a resale shelf registration statement with the SEC for a secondary offering of
the forward purchase shares and the forward purchase warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which Cannae Holdings or THL FTAC, or their respective assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct underwritten offerings, subject to certain limitations. In addition, the forward purchase agreements provide for certain ‘‘piggy-back’’ registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by us. See the section of this prospectus entitled “Description of Securities — Registration Rights.”
Policy for Approval of Related Party Transactions
The audit committee of our board of directors will adopt a charter, providing for the review, approval and/or ratification of “related party transactions,” which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its meetings, the audit committee shall be provided with the details of each new, existing or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committee’s discussions of the related party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit the related party transaction.
DESCRIPTION OF SECURITIES
We are a Delaware corporation and our affairs are governed by our second amended and restated certificate of incorporation and the DGCL. Pursuant to our second amended and restated certificate of incorporation we will be authorized to issue 400,000,000 shares of our Class A common stock and 40,000,000 shares of our Class B common stock, as well as 1,000,000 shares of preferred stock, $0.0001 par value each. The following description summarizes certain terms of our capital stock as set out more particularly in our second amended and restated certificate of incorporation. Because it is only a summary, it may not contain all the information that is important to you.
Units
Each unit has an offering price of $10.00 and consists of one share of our Class A common stock and one-third of one warrant. Each whole warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of the shares of the Company’s Class A common stock. This means only a whole warrant may be exercised at any given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant.
The shares of our Class A common stock and warrants comprising the units are expected to begin separate trading on the 52nd day following the date of this prospectus (or, if such date is not a business day, the following business day) unless Credit Suisse and BofA Securities inform us of their decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin. Once the shares of our Class A common stock and warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into Class A common stock and warrants.
In no event will the shares of our Class A common stock and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file a Current Report on Form 8-K which includes this audited balance sheet upon the completion of this offering. If the underwriters’ over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’ over-allotment option.
Additionally, the units will automatically separate into their component parts and will not be traded after completion of our initial business combination.
Common Stock
Prior to the date of this prospectus, there were 21,562,500 shares of our Class B common stock issued and outstanding, all of which were held of record by our initial stockholders, so that our initial stockholders will own 20% of our issued and outstanding shares after this offering (assuming our initial stockholders do not purchase any units in this offering). Upon the closing of this offering, 93,750,000 of our shares of common stock will be outstanding (assuming no exercise of the underwriters’ over-allotment option) including:
•
75,000,000 shares of our Class A common stock underlying the units issued as part of this offering; and
•
18,750,000 shares of our Class B common stock held by our sponsors.
If we increase or decrease the size of this offering, we will effect a stock capitalization or stock compulsory redemption or redemption or other appropriate mechanism, as applicable, with respect to our Class B common stock immediately prior to the completion of this offering in such amount as to maintain the ownership of our sponsors (and their permitted transferees, if any) at 20% of our issued and outstanding common stock upon the completion of this offering.
Stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our second amended and restated certificate of incorporation may only be amended by approval of a majority of at least 90% of our Class B common stock voting in an annual meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote. Unless specified in our second amended and restated certificate of incorporation, or as required by applicable provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our shares of common stock that are voted is required to approve any such matter voted on by our stockholders. Our board of directors is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
Because our second amended and restated certificate of incorporation authorizes the issuance of up to 400,000,000 shares of our Class A common stock, if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to increase the number of shares of our Class A common stock which we will be authorized to issue at the same time as our stockholders vote on the business combination to the extent we seek stockholder approval in connection with our initial business combination.
Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with the NYSE corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on the NYSE. Under Section 211(b) of the DGCL, we are, however, required to hold annual meetings of stockholders for the purpose of electing directors in accordance with our amended and restated bylaws, unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to elect new directors prior to the completion of our initial business combination, and thus we may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the completion of an initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL. Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.
We will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the completion of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial owner must identify itself in order to validly redeem its shares. Our sponsors and each member of our management team have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection with (i) the completion of our initial business combination and (ii) a stockholder vote to approve an amendment to our second amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering. Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion of such initial business combinations even when a vote is not required by law, if a stockholder vote is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our second amended and restated certificate of incorporation, conduct the redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC prior to completing our initial business combination. Our second amended and restated certificate of incorporation require these tender offer documents to contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules. If, however, a stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek stockholder approval, we will complete our initial business combination only if a majority of the shares of common stock voted are voted in favor of our initial business combination. However, the participation of our sponsors, officers, directors, advisors or their affiliates in privately-negotiated transactions (as described in this prospectus), if any, could result in the approval of our initial business combination even if a majority of our public stockholders vote, or indicate their intention to vote, against such initial business combination. For purposes of seeking approval of the majority of our outstanding common stock, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.
If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our second amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares. However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’ inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination, and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally, such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose such shares would be required to sell their shares in open market transactions, potentially at a loss.
If we seek stockholder approval in connection with our initial business combination, pursuant to the terms of a letter agreement entered into with us, our sponsors and each member of our management team have agreed to vote their founder shares and any public shares purchased during or after this offering, in favor of our initial business combination. In addition, pursuant to the terms of the forward purchase agreements, Cannae Holdings and THL FTAC have each agreed to vote any shares purchased during or after this offering, in favor of our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need 28,125,001, or 37.5%, of the 75,000,000 public shares sold in this offering to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the over-allotment option is not exercised). The other members of our management team have entered into a letter agreement similar to the one entered into by our sponsors with respect to any public shares acquired by them in or after this offering. Additionally, each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.
Pursuant to our second amended and restated certificate of incorporation, if we have not completed an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares,
which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Our sponsors and members of our management team have entered into letter agreements with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we do not complete an initial business combination within 24 months from the closing of this offering. However, if our sponsors or members of our management team acquire public shares in or after this offering, they will be entitled to liquidating distributions from the trust account with respect to such public shares if we do not complete our initial business combination within the prescribed time period.
In the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our public stockholders with the opportunity to redeem their public shares for cash at a per share price equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, upon the completion of our initial business combination, subject to the limitations described herein.
Founder Shares
The founder shares are designated as Class B common stock and, except as described below, are identical to the shares of our Class A common stock included in the units being sold in this offering, and holders of founder shares have the same stockholder rights as public stockholders, except that (i) the founder shares are subject to certain transfer restrictions, as described in more detail below, (ii) our sponsors, officers and directors have entered into letter agreements with us, pursuant to which they have agreed (A) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination, (B) to waive their redemption rights with respect to their founder shares and public shares in connection with a stockholder vote to approve an amendment to our second amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not completed an initial business combination within 24 months from the closing of this offering or with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity and (C) to waive their rights to liquidating distributions from the trust account with respect to its founder shares if we do not complete an initial business combination within 24 months from the closing of this offering, although it will be entitled to liquidating distributions from the trust account with respect to any public shares it holds if we do not complete our initial business combination within such time period, (iii) the founder shares will automatically convert into Class A common stock on the first business day following the completion of our initial business combination as described herein and in our second amended and restated certificate of incorporation, and (iv) prior to the completion of our initial business combination, only our founder shares will have the right to vote on the election of our directors. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders and each member of our management team have agreed to vote their founder shares and any public shares purchased during or after this offering in favor of our initial business combination.
The founder shares will automatically convert into shares of our Class A common stock on the first business day following the completion of our initial business combination at a ratio such that the number of shares of our Class A common stock issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of shares of our common stock issued and outstanding upon completion of this offering, plus (ii) the sum of (a) all shares of our common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or deemed issued by the Company in connection with or in relation to the completion of the initial business combination (including the forward purchase shares, but not the forward purchase warrants), excluding
(1) any shares of our Class A common stock or equity-linked securities exercisable for or convertible into shares of our Class A common stock issued, or to be issued, to any seller in the initial business combination and any (2) private placement warrants issued to our sponsors or any of their affiliates upon conversion of working capital loans minus (b) the number of public shares redeemed by public stockholders in connection with our initial business combination. In no event will the shares of our Class B common stock convert into shares of our Class A common stock at a rate of less than one to one.
Except as described herein, our sponsors and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until (a) one year after the completion of our initial business combination, or (b) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their shares of our Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the last reported sale price of the shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the converted Class A common stock will be released from the lock-up.
Prior to our initial business combination, only holders of our founder shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. These provisions of our second amended and restated certificate of incorporation may only be amended by approval of a majority of at least 90% of our Class B common stock voting in an annual meeting. With respect to any other matter submitted to a vote of our stockholders, including any vote in connection with our initial business combination, except as required by law, holders of our founder shares and holders of our public shares will vote together as a single class, with each share entitling the holder to one vote.
Preferred Stock
Our second amended and restated certificate of incorporation will authorize shares of preferred stock and provide that shares of preferred stock may be issued from time to time in one or more series. Our board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board of directors will be able to, without stockholder approval, issue shares of preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue shares of preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the removal of existing management. We have no shares of preferred stock issued and outstanding at the date hereof. Although we do not currently intend to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred stock are being issued or registered in this offering.
Warrants
Public Stockholders’ Warrants and Forward Purchase Warrants
Each whole warrant entitles the registered holder to purchase one share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of one year from the closing of this offering and 30 days after the completion of our initial business combination, provided in each case that we have an effective registration statement under the Securities Act covering the shares of the Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant
to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of our Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless you purchase at least three units, you will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of our Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and we will not be obligated to issue a share of our Class A common stock upon exercise of a warrant unless the share of our Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of our Class A common stock underlying such unit.
We have agreed that as soon as practicable, but in no event later than twenty business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of our Class A common stock issuable upon exercise of the warrants. We will use our commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the issuance of the shares of our Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if our Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of our public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we elect to do so, we will not be required to file or maintain in effect a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of shares of our Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of our Class A common stock underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the shares of our Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.
Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $18.00
Once the warrants become exercisable, we may redeem the outstanding warrants (except as described herein with respect to the private placement warrants):
•
in whole and not in part;
•
at a price of $0.01 per warrant;
•
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
•
if, and only if, the last reported sale price of the shares of our Class A common stock for any 20 trading days within a 30-trading day period ending three business days before we send to the notice of redemption to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like).
If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of our Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of our Class A common stock is available throughout the 30-day redemption period.
We have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. Any such exercise would not be done on a “cashless” basis and would require the exercising warrant holder to pay the exercise price for each warrant being exercised. However, the price of the shares of our Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 (for whole shares) warrant exercise price after the redemption notice is issued.
Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $10.00
Once the warrants become exercisable, we may redeem the outstanding warrants:
•
in whole and not in part;
•
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our Class A common stock (as defined below);
•
if, and only if, the Reference Value (as defined above under “Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and
•
if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described above with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above.
The numbers in the table below represent the number of shares of our Class A common stock that a warrant holder will receive upon exercise in connection with a redemption by us pursuant to this redemption feature, based on the “fair market value” of our Class A common stock on the corresponding redemption date (assuming holders elect to exercise their warrants and such warrants are not redeemed for $0.10 per warrant), determined based on volume-weighted average price of our Class A common stock as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of warrants, and the number of months that the corresponding redemption date precedes the expiration date of the warrants, each as set forth in the table below. We will provide our warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.
Pursuant to the warrant agreement, references above to shares of our Class A common stock shall include a security other than shares of our Class A common stock into which the shares of our Class A common stock have been converted or exchanged for in the event we are not the surviving company in our initial business combination. The numbers in the table below will not be adjusted when determining the
number of shares of our Class A common stock to be issued upon exercise of the warrants if we are not the surviving entity following our initial business combination.
The stock prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a warrant or the exercise price is adjusted as set forth under the heading “— Anti-dilution Adjustments” below. If the number of shares issuable upon exercise of a warrant is adjusted, the adjusted stock prices in the column headings will equal the stock prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a warrant as so adjusted. The number of shares in the table below shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a warrant. If the exercise price is adjusted, the adjusted stock prices in the column headings will by multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments” and the denominator of which is $10.00.
|
Redemption Date (period to expiration
of warrants)
|
|
|
Fair Market Value of Our Class A Common stock
|
|
|
|
≤$10.00
|
|
|
$11.00
|
|
|
$12.00
|
|
|
$13.00
|
|
|
$14.00
|
|
|
$15.00
|
|
|
$16.00
|
|
|
$17.00
|
|
|
≥$18.00
|
|
|
60 months
|
|
|
|
|
0.261
|
|
|
|
|
|
0.281
|
|
|
|
|
|
0.297
|
|
|
|
|
|
0.311
|
|
|
|
|
|
0.324
|
|
|
|
|
|
0.337
|
|
|
|
|
|
0.348
|
|
|
|
|
|
0.358
|
|
|
|
|
|
0.361
|
|
|
|
57 months
|
|
|
|
|
0.257
|
|
|
|
|
|
0.277
|
|
|
|
|
|
0.294
|
|
|
|
|
|
0.310
|
|
|
|
|
|
0.324
|
|
|
|
|
|
0.337
|
|
|
|
|
|
0.348
|
|
|
|
|
|
0.358
|
|
|
|
|
|
0.361
|
|
|
|
54 months
|
|
|
|
|
0.252
|
|
|
|
|
|
0.272
|
|
|
|
|
|
0.291
|
|
|
|
|
|
0.307
|
|
|
|
|
|
0.322
|
|
|
|
|
|
0.335
|
|
|
|
|
|
0.347
|
|
|
|
|
|
0.357
|
|
|
|
|
|
0.361
|
|
|
|
51 months
|
|
|
|
|
0.246
|
|
|
|
|
|
0.268
|
|
|
|
|
|
0.287
|
|
|
|
|
|
0.304
|
|
|
|
|
|
0.320
|
|
|
|
|
|
0.333
|
|
|
|
|
|
0.346
|
|
|
|
|
|
0.357
|
|
|
|
|
|
0.361
|
|
|
|
48 months
|
|
|
|
|
0.241
|
|
|
|
|
|
0.263
|
|
|
|
|
|
0.283
|
|
|
|
|
|
0.301
|
|
|
|
|
|
0.317
|
|
|
|
|
|
0.332
|
|
|
|
|
|
0.344
|
|
|
|
|
|
0.356
|
|
|
|
|
|
0.361
|
|
|
|
45 months
|
|
|
|
|
0.235
|
|
|
|
|
|
0.258
|
|
|
|
|
|
0.279
|
|
|
|
|
|
0.298
|
|
|
|
|
|
0.315
|
|
|
|
|
|
0.330
|
|
|
|
|
|
0.343
|
|
|
|
|
|
0.356
|
|
|
|
|
|
0.361
|
|
|
|
42 months
|
|
|
|
|
0.228
|
|
|
|
|
|
0.252
|
|
|
|
|
|
0.274
|
|
|
|
|
|
0.294
|
|
|
|
|
|
0.312
|
|
|
|
|
|
0.328
|
|
|
|
|
|
0.342
|
|
|
|
|
|
0.355
|
|
|
|
|
|
0.361
|
|
|
|
39 months
|
|
|
|
|
0.221
|
|
|
|
|
|
0.246
|
|
|
|
|
|
0.269
|
|
|
|
|
|
0.290
|
|
|
|
|
|
0.309
|
|
|
|
|
|
0.325
|
|
|
|
|
|
0.340
|
|
|
|
|
|
0.354
|
|
|
|
|
|
0.361
|
|
|
|
36 months
|
|
|
|
|
0.213
|
|
|
|
|
|
0.239
|
|
|
|
|
|
0.263
|
|
|
|
|
|
0.285
|
|
|
|
|
|
0.305
|
|
|
|
|
|
0.323
|
|
|
|
|
|
0.339
|
|
|
|
|
|
0.353
|
|
|
|
|
|
0.361
|
|
|
|
33 months
|
|
|
|
|
0.205
|
|
|
|
|
|
0.232
|
|
|
|
|
|
0.257
|
|
|
|
|
|
0.280
|
|
|
|
|
|
0.301
|
|
|
|
|
|
0.320
|
|
|
|
|
|
0.337
|
|
|
|
|
|
0.352
|
|
|
|
|
|
0.361
|
|
|
|
30 months
|
|
|
|
|
0.196
|
|
|
|
|
|
0.224
|
|
|
|
|
|
0.250
|
|
|
|
|
|
0.274
|
|
|
|
|
|
0.297
|
|
|
|
|
|
0.316
|
|
|
|
|
|
0.335
|
|
|
|
|
|
0.351
|
|
|
|
|
|
0.361
|
|
|
|
27 months
|
|
|
|
|
0.185
|
|
|
|
|
|
0.214
|
|
|
|
|
|
0.242
|
|
|
|
|
|
0.268
|
|
|
|
|
|
0.291
|
|
|
|
|
|
0.313
|
|
|
|
|
|
0.332
|
|
|
|
|
|
0.350
|
|
|
|
|
|
0.361
|
|
|
|
24 months
|
|
|
|
|
0.173
|
|
|
|
|
|
0.204
|
|
|
|
|
|
0.233
|
|
|
|
|
|
0.260
|
|
|
|
|
|
0.285
|
|
|
|
|
|
0.308
|
|
|
|
|
|
0.329
|
|
|
|
|
|
0.348
|
|
|
|
|
|
0.361
|
|
|
|
21 months
|
|
|
|
|
0.161
|
|
|
|
|
|
0.193
|
|
|
|
|
|
0.223
|
|
|
|
|
|
0.252
|
|
|
|
|
|
0.279
|
|
|
|
|
|
0.304
|
|
|
|
|
|
0.326
|
|
|
|
|
|
0.347
|
|
|
|
|
|
0.361
|
|
|
|
18 months
|
|
|
|
|
0.146
|
|
|
|
|
|
0.179
|
|
|
|
|
|
0.211
|
|
|
|
|
|
0.242
|
|
|
|
|
|
0.271
|
|
|
|
|
|
0.298
|
|
|
|
|
|
0.322
|
|
|
|
|
|
0.345
|
|
|
|
|
|
0.361
|
|
|
|
15 months
|
|
|
|
|
0.130
|
|
|
|
|
|
0.164
|
|
|
|
|
|
0.197
|
|
|
|
|
|
0.230
|
|
|
|
|
|
0.262
|
|
|
|
|
|
0.291
|
|
|
|
|
|
0.317
|
|
|
|
|
|
0.342
|
|
|
|
|
|
0.361
|
|
|
|
12 months
|
|
|
|
|
0.111
|
|
|
|
|
|
0.146
|
|
|
|
|
|
0.181
|
|
|
|
|
|
0.216
|
|
|
|
|
|
0.250
|
|
|
|
|
|
0.282
|
|
|
|
|
|
0.312
|
|
|
|
|
|
0.339
|
|
|
|
|
|
0.361
|
|
|
|
9 months
|
|
|
|
|
0.090
|
|
|
|
|
|
0.125
|
|
|
|
|
|
0.162
|
|
|
|
|
|
0.199
|
|
|
|
|
|
0.237
|
|
|
|
|
|
0.272
|
|
|
|
|
|
0.305
|
|
|
|
|
|
0.336
|
|
|
|
|
|
0.361
|
|
|
|
6 months
|
|
|
|
|
0.065
|
|
|
|
|
|
0.099
|
|
|
|
|
|
0.137
|
|
|
|
|
|
0.178
|
|
|
|
|
|
0.219
|
|
|
|
|
|
0.259
|
|
|
|
|
|
0.296
|
|
|
|
|
|
0.331
|
|
|
|
|
|
0.361
|
|
|
|
3 months
|
|
|
|
|
0.034
|
|
|
|
|
|
0.065
|
|
|
|
|
|
0.104
|
|
|
|
|
|
0.150
|
|
|
|
|
|
0.197
|
|
|
|
|
|
0.243
|
|
|
|
|
|
0.286
|
|
|
|
|
|
0.326
|
|
|
|
|
|
0.361
|
|
|
|
0 months
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
0.042
|
|
|
|
|
|
0.115
|
|
|
|
|
|
0.179
|
|
|
|
|
|
0.233
|
|
|
|
|
|
0.281
|
|
|
|
|
|
0.323
|
|
|
|
|
|
0.361
|
|
|
The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of our Class A common stock to be issued for each warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume-weighted average price of our Class A common stock as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $11.00 per share, and at such time there are 57 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.277 Class A common stock for each whole warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume-weighted average price
of our Class A common stock as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the warrants is $13.50 per share, and at such time there are 38 months until the expiration of the warrants, holders may choose to, in connection with this redemption feature, exercise their warrants for 0.298 Class A common stock for each whole warrant. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A common stock per warrant (subject to adjustment).
This redemption feature differs from the typical warrant redemption features used in many other blank check offerings, which typically only provide for a redemption of warrants for cash (other than the private placement warrants) when the trading price for the shares of our Class A common stock exceeds $18.00 per share for a specified period of time. This redemption feature is structured to allow for all of the outstanding warrants to be redeemed when the shares of our Class A common stock are trading at or above $10.00 per share, which may be at a time when the trading price of our the shares of Class A common stock is below the exercise price of the warrants. We have established this redemption feature to provide us with the flexibility to redeem the warrants without the warrants having to reach the $18.00 per share threshold set forth above under “— Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $18.00.” Holders choosing to exercise their warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their warrants based on an option pricing model with a fixed volatility input as of the date of this prospectus. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding warrants, and therefore have certainty as to our capital structure as the warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to pay the applicable redemption price to warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the warrants if we determine it is in our best interest to do so. As such, we would redeem the warrants in this manner when we believe it is in our best interest to update our capital structure to remove the warrants and pay the redemption price to the warrant holders.
As stated above, we can redeem the warrants when the shares of our Class A common stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing warrant holders with the opportunity to exercise their warrants on a cashless basis for the applicable number of shares. If we choose to redeem the warrants when the shares of our Class A common stock are trading at a price below the exercise price of the warrants, this could result in the warrant holders receiving fewer Class A common stock than they would have received if they had chosen to wait to exercise their warrants for Class A common stock if and when such Class A common stock were trading at a price higher than the exercise price of $11.50.
No fractional shares of our Class A common stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of our Class A common stock to be issued to the holder. If, at the time of redemption, the warrants are exercisable for a security other than the shares of our Class A common stock pursuant to the warrant agreement (for instance, if we are not the surviving company in our initial business combination), the warrants may be exercised for such security. At such time as the warrants become exercisable for a security other than the shares of our Class A common stock, the Company (or surviving company) will use its commercially reasonable efforts to register under the Securities Act the security issuable upon the exercise of the warrants.
Redemption Procedures. A holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the shares of our Class A common stock issued and outstanding immediately after giving effect to such exercise.
Anti-dilution Adjustments. If the number of outstanding shares of our Class A common stock is increased by a stock capitalization or stock dividend payable in shares of our Class A common stock, or by a split-up of common stock or other similar event, then, on the effective date of such stock capitalization or stock dividend, split-up or similar event, the number of shares of our Class A common stock issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding shares of common stock. A rights offering to holders of common stock entitling holders to purchase Class A common
stock at a price less than the “historical fair market value” (as defined below) will be deemed a stock dividend of a number of shares of our Class A common stock equal to the product of (i) the number of shares of our Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock) and (ii) one minus the quotient of (x) the price per share of our Class A common stock paid in such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for shares of our Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume-weighted average price of shares of our Class A common stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the shares of our Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of shares of our Class A common stock on account of such Class A common stock (or other securities into which the warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the shares of our Class A common stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of shares of our Class A common stock issuable on exercise of each warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of our Class A common stock in connection with a proposed initial business combination, (d) to satisfy the redemption rights of the holders of our Class A common stock in connection with a stockholder vote to amend our second amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of this offering or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, or (e) in connection with the redemption of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of our Class A common stock in respect of such event.
If the number of outstanding shares of our Class A common stock is decreased by a consolidation, combination, reverse share split or reclassification of our Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of shares of our Class A common stock issuable on exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of our Class A common stock.
Whenever the number of shares of our Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of our Class A common stock purchasable upon the exercise of the warrants immediately prior to such adjustment and (y) the denominator of which will be the number of shares of our Class A common stock so purchasable immediately thereafter.
In addition, if (x) we issue additional shares of our Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per share of our Class A common stock (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our sponsors or their affiliates, without taking into account any founder shares held by our initial stockholders or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the completion
of our initial business combination (net of redemptions), and (z) the volume-weighted average trading price of our Class A common stock during the 20 trading day period starting on the trading day prior to the day on which we complete our initial business combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described adjacent to “Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $18.00” and “Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
In case of any reclassification or reorganization of the outstanding Class A common stock (other than those described above or that solely affects the par value of such Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of our Class A common stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of our Class A common stock in such a transaction is payable in the form of our Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants.
The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then-outstanding public warrants and forward purchase warrants to make any change that adversely affects the interests of the registered holders. You should review a copy of the warrant agreement, which will be filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.
The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of common stock and any voting rights until they exercise their warrants and receive Class A common stock. After the issuance of our Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number, the number of shares of our Class A common stock to be issued to the warrant holder.
Private Placement Warrants
The private placement warrants (including the shares of our Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except pursuant to limited exceptions as described under “Principal Stockholders — Transfers of Founder Shares and Private Placement Warrants,” to our officers and directors and other persons or entities affiliated with the initial purchasers of the private placement warrants) and they will not be redeemable by us so long as they are held by our sponsors or their permitted transferees (except as otherwise set forth herein). Our sponsors, or their permitted transferees, have the option to exercise the private placement warrants on a cashless basis. Except as described below, the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering. If the private placement warrants are held by holders other than our sponsors or their permitted transferees, the private placement warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering.
Except as described under “Description of Securities — Warrants — Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $10.00,” if holders of the private placement warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants for that number of shares of our Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of our Class A common stock underlying the warrants, multiplied by the excess of the “historical fair market value” (defined below) over the exercise price of the warrants by (y) the historical fair market value. For these purposes, the “historical fair market value” shall mean the average last reported sale price of the shares of our Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by our initial stockholders and their permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares of our Class A common stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.
In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our sponsors or an affiliate of our sponsors or certain of our officers and directors may loan us funds as may be required, although they are under no obligation to advance funds or invest in us. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.
Dividends
We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of our board of directors at such time. If we increase the size of this offering, then we will effect a stock capitalization with respect to our founder shares immediately prior to the completion of this offering in such amount as to maintain the number of founder shares at 20% of our issued and outstanding common stock upon the completion of this offering. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Our Transfer Agent and Warrant Agent
The transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any claims and losses due to any gross negligence or intentional misconduct of the indemnified person or entity.
Forward Purchase Agreements
Cannae Holdings, a diversified holding company which is externally managed by Trasimene Capital but is not an affiliate of us or our sponsors, and THL FTAC, an affiliate of THL, a premier private equity firm investing in growth companies headquartered primarily in North America, has each entered into a forward purchase agreement to which each of them have agreed to purchase Class A common stock in an aggregate share amount equal to 15,000,000 shares of our Class A common stock (or a total of 30,000,000 shares of our Class A common stock), plus an aggregate of 5,000,000 redeemable warrants (or a total of 10,000,000 redeemable warrants) to purchase one share of our Class A common stock at $11.50 per share, for an aggregate purchase price of $150,000,000 (or a total of $300,000,000), or $10.00 for one share of our Class A common stock and one-third of one warrant, in a private placement to occur concurrently with the closing of our initial business combination. The warrants to be sold as part of the forward purchase agreements will be identical to the warrants sold as part of the units in this offering.
In connection with the forward purchase securities sold to Cannae Holdings and THL FTAC, we expect that our initial stockholders will receive (by way of an adjustment to their existing shares of our Class B common stock) an aggregate number of additional shares of our Class B common stock so that the initial stockholders, in the aggregate, on an as-converted basis, will hold 20% of our Class A common stock at the time of the closing of the initial business combination.
The proceeds from the sale of the forward purchase securities may be used as part of the consideration to the sellers in the initial business combination, expenses in connection with our initial business combination or for working capital in the post transaction company. These purchases will be required to be made regardless of whether any Class A common stock are redeemed by our public stockholders and are intended to provide us with a minimum funding level for our initial business combination.
Neither Cannae Holdings nor THL FTAC will have any right to the funds held in the trust account except with respect to any public shares owned by them. We currently expect that an affiliate of Cannae Holdings will have an approximately 29% limited partnership interest in Trasimene Capital FT, LP and THL FTAC will have an approximately 29% limited partnership interest in Trasimene Capital FT, LP. As a result, each of Cannae Holdings and THL FTAC is expected to have an indirect economic interest of approximately 29% of the founder shares and private placement warrants owned by Trasimene Capital FT, LP.
Second Amended and Restated Certificate of incorporation
Our second amended and restated certificate of incorporation will contain provisions designed to provide certain requirements and restrictions relating to this offering that will apply to us until the completion of our initial business combination. These provisions cannot be amended without the approval of the holders of 65% of our common stock. Our initial stockholders and their permitted transferees, if any, who will collectively beneficially own 20% of our common stock upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any vote to amend our second amended and restated certificate of incorporation and will have the discretion to vote in any manner they choose. Specifically, our second amended and restated certificate of incorporation will provide, among other things, that:
•
If we have not completed an initial business combination within 24 months from the closing of this offering, we will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law;
•
Prior to or in connection with our initial business combination, we may not issue additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on our initial business combination or on any other proposal presented to stockholders prior to or in connection with the completion of an initial business combination;
•
Although we do not intend to enter into a business combination with a target business that is affiliated with our sponsors, our directors or our executive officers, we are not prohibited from doing so. In the event we enter into such a transaction, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is a member of FINRA or from an independent accounting firm that such a business combination is fair to our company from a financial point of view;
•
If a stockholder vote on our initial business combination is not required by law and we do not decide to hold a stockholder vote for business or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, and will file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act;
•
Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the amount of deferred underwriting discounts held in trust and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination;
•
If our stockholders approve an amendment to our second amended and restated certificate of incorporation that would affect the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 24 months from the closing of this offering, or with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, we will provide our public stockholders with the opportunity to redeem all or a portion of their Class A common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then outstanding public shares, subject to the limitations described herein; and
•
We will not effectuate our initial business combination with another blank check company or a similar company with nominal operations.
In addition, our second amended and restated certificate of incorporation will provide that under no circumstances will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001.
Certain Anti-Takeover Provisions of Delaware Law and our Second Amended and Restated Certificate of incorporation
We will be subject to the provisions of Section 203 of the DGCL regulating corporate takeovers upon completion of this offering. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:
•
a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”);
•
an affiliate of an interested stockholder; or
•
an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.
A “business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:
•
our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;
•
after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or
•
on or subsequent to the date of the transaction, the initial business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder.
Our second amended and restated certificate of incorporation will provide that our board of directors will be classified into three classes of directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.
Our authorized but unissued common stock and preferred stock will be available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Exclusive Forum for Certain Lawsuits
Our second amended and restated certificate of incorporation will require, unless we consent in writing to the selection of an alternative forum, that (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (iii) any action asserting a claim against us, our directors, officers or employees arising pursuant to any provision of the DGCL or our second amended and restated certificate of incorporation or amended and restated bylaws, or (iv) any action asserting a claim against us, our directors, officers or employees governed by the internal affairs doctrine may be brought only in the Court of Chancery in the State of Delaware, except any claim (A) as to which the Court of Chancery of the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction, or (D) any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent jurisdiction. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder.
Notwithstanding the foregoing, our second amended and restated certificate of incorporation will provide that the exclusive forum provision will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.
Special Meeting of Stockholders
Our amended and restated bylaws provide that special meetings of our stockholders may be called only by a majority vote of our board of directors or by our Executive Chairman.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our amended and restated bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day prior to the anniversary date of the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our amended and restated bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.
Action by Written Consent
Subsequent to the consummation of the offering, any action required or permitted to be taken by our common stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to our Class B common stock.
Classified Board of Directors
Our board of directors will initially be divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. Our second amended and restated certificate of incorporation will provide that the authorized number of directors may be changed only by resolution of the board of directors. Subject to the terms of any preferred stock, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors, voting together as a single class. Any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.
Class B Common Stock Consent Right
For so long as any shares of our Class B common stock remain outstanding, we may not, without the prior vote or written consent of the holders of a majority of the shares of our Class B common stock then outstanding, voting separately as a single class, amend, alter or repeal any provision of our second amended and restated certificate of incorporation, whether by merger, consolidation or otherwise, if such amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or special rights of the Class B common stock. Any action required or permitted to be taken at any meeting of the holders of our Class B common stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of the outstanding Class B common stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our Class B common stock were present and voted.
Securities Eligible for Future Sale
Immediately after this offering we will have 93,750,000 common stock (or 107,812,500 common stock if the underwriters’ over-allotment option is exercised in full) issued and outstanding on an as-converted
basis. Of these shares, the shares of our Class A common stock sold in this offering (75,000,000 Class A common stock if the underwriters’ over-allotment option is not exercised and 86,250,000 Class A common stock if the underwriters’ over-allotment option is exercised in full) will be freely tradable without restriction or further registration under the Securities Act, except for any Class A common stock purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the outstanding founder shares (18,750,000 founder shares if the underwriters’ over-allotment option is not exercised and 21,562,500 founder shares if the underwriters’ over-allotment option is exercised in full) and all of the outstanding private placement warrants (11,333,334 private placement warrants if the underwriters’ over-allotment option is not exercised and 12,833,334 private placement warrants if the underwriters’ over-allotment option is exercised in full) will be restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.
Upon the closing of the sale of the forward purchase securities, all of the 30,000,000 forward purchase shares, 10,000,000 forward purchase warrants and shares of our Class A common stock underlying the forward purchase warrants will be restricted securities under Rule 144.
Rule 144
Pursuant to Rule 144, a person who has beneficially owned restricted shares or warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve months (or such shorter period as we were required to file reports) preceding the sale.
Persons who have beneficially owned restricted shares or warrants for at least six months but who are our affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:
•
1% of the total number of shares of common stock then outstanding, which will equal 937,500 shares immediately after this offering (or 1,078,125 shares if the underwriters exercise their over-allotment option in full); or
•
the average weekly reported trading volume of the shares of our Class A common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
•
the issuer of the securities that was formerly a shell company has ceased to be a shell company;
•
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
•
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
As a result, our initial stockholders will be able to sell their founder shares and private placement warrants, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business combination.
Registration Rights
The holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and any Class A common stock issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. However, the registration rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case of the founder shares, as described in the following paragraph, and (ii) in the case of the private placement warrants and the respective shares of our Class A common stock underlying such warrants, 30 days after the completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Except as described herein, our sponsors and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until (a) one year after the completion of our initial business combination, or (b) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction after our initial business combination that results in all of our stockholders having the right to exchange their shares of our Class A common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of our sponsors with respect to any founder shares. We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the last reported sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, the converted shares of our Class A common stock will be released from the lock-up.
Pursuant to the forward purchase agreements, we have agreed to use our reasonable best efforts (i) to file within 30 days after the closing of the initial business combination a resale shelf registration statement with the SEC for a secondary offering of the forward purchase shares and the forward purchase warrants (and underlying Class A ordinary shares), (ii) to cause such registration statement to be declared effective promptly thereafter, (iii) to maintain the effectiveness of such registration statement until the earliest of (A) the date on which Cannae Holdings or THL FTAC, or their respective assignees cease to hold the securities covered thereby, and (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act and (iv) after such registration statement is declared effective, cause us to conduct underwritten offerings, subject to certain limitations. In addition, the forward purchase agreements provide for certain ‘‘piggy-back’’ registration rights to the holders of forward purchase securities to include their securities in other registration statements filed by us.
Listing of Securities
We have applied to list our units on the NYSE under the symbol “WPF.U.” We expect that our units will be listed on the NYSE promptly after the effective date of the registration statement. Once the securities comprising the units begin separate trading, we expect that the shares of our Class A common stock and warrants will be listed on the NYSE under the symbols “WPF” and “WPF WS,” respectively. The units will automatically separate into their component parts and will not be traded following the completion of our initial business combination.
U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion summarizes certain U.S. federal income tax considerations generally applicable to the acquisition, ownership and disposition of our units (each consisting of one share of our Class A common stock and one-third of one redeemable warrant) that are purchased in this offering by U.S. Holders (as defined below) and Non-U.S. Holders (as defined below). Because the components of a unit are generally separable at the option of the holder, the holder of a unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying share of our Class A common stock and warrant components of the unit. As a result, the discussion below with respect to holders of shares of our Class A common stock and warrants should also apply to holders of units (as the deemed owners of the underlying share of our Class A common stock and warrants that constitute the units).
This discussion is limited to certain U.S. federal income tax considerations to beneficial owners of our securities who are initial purchasers of a unit pursuant to this offering and hold the unit and each component of the unit as a capital asset under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). This discussion assumes that the shares of our Class A common stock and warrants will trade separately and that any distributions made (or deemed made) by us on the shares of our Class A common stock and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of our securities will be in U.S. dollars. This discussion is a summary only and does not consider all aspects of U.S. federal income taxation that may be relevant to the acquisition, ownership and disposition of a unit by a prospective investor in light of its particular circumstances, including:
•
our founder, sponsors, officers or directors or holders of our Class B common stock, forward purchase shares or private placement warrants;
•
financial institutions or financial services entities;
•
broker-dealers;
•
taxpayers that are subject to the mark-to-market tax accounting rules;
•
tax-exempt entities;
•
S-corporations;
•
governments or agencies or instrumentalities thereof;
•
insurance companies;
•
regulated investment companies;
•
real estate investment trusts;
•
passive foreign investment companies;
•
controlled foreign corporations;
•
expatriates or former long-term residents of the United States;
•
persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation or in connection with services;
•
persons required for U.S. federal income tax purposes to conform the timing of income accruals to their financial statements under Section 451 of the Code;
•
persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or
•
U.S. Holders whose functional currency is not the U.S. dollar.
Moreover, the discussion below is based upon the provisions of the Code, the Treasury regulations promulgated thereunder and administrative and judicial interpretations thereof, all as of the date hereof, and such provisions may be repealed, revoked, modified or subject to differing interpretations, possibly on a retroactive basis, so as to result in U.S. federal income tax consequences different from those discussed below. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare contribution tax laws, or state, local or non-U.S. tax laws.
We have not sought, and will not seek, a ruling from the Internal Revenue Service (the “IRS”) as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.
As used herein, the term “U.S. Holder” means a beneficial owner of units, shares of our Class A common stock or warrants that is for U.S. federal income tax purposes: (i) an individual citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election to be treated as a United States person.
This discussion does not consider the tax treatment of partnerships or other pass-through entities (including branches) or persons who hold our securities through such entities. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our securities, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partner and the partnership. If you are a partner of a partnership holding our securities, we urge you to consult your own tax advisor.
THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR UNITS. EACH PROSPECTIVE INVESTOR IN OUR UNITS IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR UNITS, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-UNITED STATES TAX LAWS.
Allocation of Purchase Price and Characterization of a Unit
No statutory, administrative or judicial authority directly addresses the treatment of a unit or instruments similar to a unit for U.S. federal income tax purposes, and therefore, that treatment is not entirely clear. The acquisition of a unit should be treated for U.S. federal income tax purposes as the acquisition of one share of our Class A common stock and one-third of one warrant, a whole one of which is exercisable to acquire one share of our Class A common stock, and we intend to treat the acquisition of a unit in this manner. For U.S. federal income tax purposes, each holder of a unit should allocate the purchase price paid by such holder for such unit between the one share of our Class A common stock and the one-third of one warrant based on the relative fair market value of each at the time of issuance. Under U.S. federal income tax law, each investor must make its own determination of such value based on all the relevant facts and circumstances. Therefore, we strongly urge each investor to consult its tax advisor regarding the determination of value for these purposes. The price allocated to each share of our Class A common stock and one-third of one warrant should constitute the holder’s initial tax basis in such share or warrant. Any disposition of a unit should be treated for U.S. federal income tax purposes as a disposition of the share of our Class A common stock and one-third of one warrant comprising the unit, and the amount realized on the disposition should be allocated between the share of our Class A common stock and one-third of one warrant based on their respective relative fair market values at the time of disposition. Neither the separation of the share of our Class A common stock and the one-third of one warrant constituting a unit nor the combination of thirds of warrants into a single warrant should be a taxable event for U.S. federal income tax purposes.
The foregoing treatment of the shares of our Class A common stock and warrants and a holder’s purchase price allocation are not binding on the IRS or the courts. Because there are no authorities that directly address instruments that are similar to the units, no assurance can be given that the IRS or the courts will agree with the characterization described above or the discussion below. Accordingly, each prospective investor is urged to consult its tax advisor regarding the tax consequences of an investment in a unit (including
alternative characterizations of a unit). The balance of this discussion assumes that the characterization of the units described above is respected for U.S. federal income tax purposes.
U.S. Holders
Taxation of Distributions
If we pay cash distributions to U.S. Holders of our Class A common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our shares of our Class A common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the shares of our Class A common stock and will be treated as described under “U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Our Class A Common Stock and Warrants” below.
Dividends we pay to a corporate U.S. Holder will qualify for the dividends received deduction if certain holding period requirements are met. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder will be taxed as qualified dividend income at the preferential tax rate for long-term capital gains. It is unclear whether the redemption rights with respect to the shares of our Class A common stock described in this prospectus may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be. If the holding period requirements are not met, then a corporation may not be able to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount, and non-corporate holders may be subject to tax on such dividend at regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income.
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Our Class A Common Stock and Warrants
A U.S. Holder generally will recognize capital gain or loss on a sale or other taxable disposition of our Class A common stock or warrants (including on our dissolution and liquidation if we do not complete an initial business combination within the required time period). Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for such share of our Class A common stock or warrants exceeds one year. It is unclear, however, whether certain redemption rights described in this prospectus may suspend the running of the applicable holding period for this purpose.
The amount of gain or loss recognized on a sale or other taxable disposition generally will be equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition (or, if the shares of our Class A common stock or warrants are held as part of units at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the shares of our Class A common stock or warrants based upon the then relative fair market values of the shares of our Class A common stock and the warrants included in the units) and (ii) the U.S. Holder’s adjusted tax basis in its shares of our Class A common stock or warrants so disposed of. A U.S. Holder’s adjusted tax basis in its shares of our Class A common stock and warrants generally will equal the U.S. Holder’s acquisition cost (that is, the portion of the purchase price of a unit allocated to a share of our Class A common stock or one-third of one warrant, as described above under “— Allocation of Purchase Price and Characterization of a Unit”) reduced by any prior distributions treated as a return of capital. Long-term capital gain realized by a non-corporate U.S. Holder is currently eligible to be taxed at reduced rates. See “—Exercise, Lapse or Redemption of a Warrant” below for a discussion regarding a U.S. Holder’s tax basis in a share of our Class A common stock acquired pursuant to the exercise of a warrant. The deduction of capital losses is subject to certain limitations.
Redemption of Our Class A Common stock
In the event that a U.S. Holder’s shares of our Class A common stock are redeemed pursuant to the redemption provisions described in this prospectus under “Description of Securities — Common Stock” or
if we purchase a U.S. Holder’s shares of our Class A common stock in an open market transaction (referred to herein as a redemption), the treatment of the redemption for U.S. federal income tax purposes will depend on whether it qualifies as a sale or exchange of the shares of our Class A common stock under Section 302 of the Code. If the redemption qualifies as a sale or exchange of the shares of our Class A common stock, the U.S. Holder will be treated as described under “— Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Our Class A Common Stock and Warrants” above. If the redemption does not qualify as a sale or exchange of the shares of our Class A common stock, the U.S. Holder will be treated as receiving a corporate distribution with the tax consequences described above under “— Taxation of Distributions.” Whether a redemption qualifies for sale or exchange treatment will depend largely on the total number of our shares treated as held by the U.S. Holder (including any shares constructively owned by the U.S. Holder described in the following paragraph) relative to all of our shares outstanding both before and after such redemption. The redemption of our Class A common stock generally will be treated as a sale or exchange of the shares of our Class A common stock (rather than as a corporate distribution) if, within the meaning of Section 302 of the Code, such redemption (i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination” of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.
In determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only our stock actually owned by the U.S. Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include shares of our Class A common stock which could be acquired pursuant to the exercise of the warrants. In order to meet the “substantially disproportionate” test, the percentage of our outstanding voting shares actually and constructively owned by the U.S. Holder immediately following the redemption of shares of our Class A common stock must, among other requirements, be less than 80% of the percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption. Prior to our initial business combination, the shares of our Class A common stock may not be treated as voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete termination of a U.S. Holder’s interest if either (i) all of our shares actually and constructively owned by the U.S. Holder are redeemed or (ii) all of our shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of shares owned by certain family members and the U.S. Holder does not constructively own any other shares of ours. The redemption of the shares of our Class A common stock will not be essentially equivalent to a dividend with respect to a U.S. Holder if it results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly-held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder should consult with its own tax advisors as to the tax consequences of a redemption.
If none of the foregoing tests are satisfied, then the redemption will be treated as a corporate distribution and the tax effects will be as described under “— Taxation of Distributions” above. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed shares of our Class A common stock will be added to the U.S. Holder’s adjusted tax basis in its remaining shares, or, if it has none, to the U.S. Holder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it.
Exercise, Lapse or Redemption of a Warrant
Except as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a share of our Class A common stock on the exercise of a warrant for cash. A U.S. Holder’s initial tax basis in a share of our Class A common stock received upon exercise of the warrant generally will equal the sum of the U.S. Holder’s initial investment in the warrant (that is, the portion of the U.S. Holder’s purchase price for the units that is allocated to the warrant, as described above under “— Allocation of Purchase Price and Characterization of a Unit”) and the exercise
price. It is unclear whether a U.S. Holder’s holding period for the share of our Class A common stock will commence on the date of exercise of the warrant or the day following the date of exercise of the warrant; in either case, the holding period will not include the period during which the U.S. Holder held the warrant. If a warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the warrant.
The tax consequences of a cashless exercise of a warrant are not clear under current law. A cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a “recapitalization” for U.S. federal income tax purposes. In either situation, a U.S. Holder’s tax basis in the shares of our Class A common stock received generally would equal the U.S. Holder’s tax basis in the warrants. If the cashless exercise was not a realization event, it is unclear whether a U.S. Holder’s holding period for the shares of our Class A common stock will commence on the date of exercise of the warrant or the day following the date of exercise of the warrant. If the cashless exercise were treated as a recapitalization, the holding period of the shares of our Class A common stock would include the holding period of the warrants.
It is also possible that a cashless exercise may be treated as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder may be deemed to have surrendered a number of warrants having a value equal to the exercise price for the total number of warrants to be exercised. The U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the warrants deemed surrendered and the U.S. Holder’s tax basis in such warrants. In this case, a U.S. Holder’s tax basis in the shares of our Class A common stock received would equal the sum of the U.S. Holder’s initial investment in the warrants exercised (i.e., the portion of the U.S. Holder’s purchase price for the units that is allocated to the warrant, as described above under “— Allocation of Purchase Price and Characterization of a Unit”) and the exercise price of such warrants. It is unclear whether a U.S. Holder’s holding period for the shares of our Class A common stock would commence on the date of exercise of the warrants or the day following the date of exercise of the warrants.
Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, a U.S. Holder should consult its tax advisor regarding the tax consequences of a cashless exercise.
Possible Constructive Distributions
The terms of each warrant provide for an adjustment to the number of shares of our Class A common stock for which the warrant may be exercised or to the exercise price of the warrant in certain events, as discussed in the section of this prospectus captioned “Description of Securities — Warrants — Public Stockholders’ Warrants.” An adjustment which has the effect of preventing dilution generally is not taxable. The U.S. Holders of the warrants would, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increases the warrant holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of shares of our Class A common stock that would be obtained upon exercise or through a decrease to the exercise price, including, for example, where additional shares of our Class A common stock are issued in connection with the closing of our initial business combination at an issue price of less than $9.20 and the exercise price of the warrants is adjusted to be equal to 115% of the Newly Issued Price, as described under “Description of Securities — Warrants — Anti-dilution Adjustments”) as a result of a distribution of cash or other property to the holders of shares of our Class A common stock which is taxable to the U.S. Holders of such shares of our Class A common stock as described under “— Taxation of Distributions” above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holders of the warrants received a cash distribution from us equal to the fair market value of such increased interest.
Non-U.S. Holders
This section applies to you if you are a “Non-U.S. Holder.” As used herein, the term “Non-U.S. Holder” means a beneficial owner of our units, Class A common stock or warrants that is an individual, corporation, estate or trust and is not a U.S. Holder, but such term generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are
such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of the sale or other disposition of our securities.
Taxation of Distributions
Any distributions (including constructive distributions) we make to a Non-U.S. Holder of shares of our Class A common stock, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes. Provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and are not attributable to a U.S. permanent establishment under an applicable treaty), we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). In the case of any constructive dividend, it is possible that this tax would be withheld from any amount owed to a Non-U.S. Holder by the applicable withholding agent, including cash distributions on other property or sale proceeds from warrants or other property subsequently paid or credited to such holder. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our Class A common stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the shares of our Class A common stock, which will be treated as described under “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Our Class A Common Stock and Warrants” below. In addition, if we determine that we are likely to be classified as a “United States real property holding corporation” (see “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Our Class A Common Stock and Warrants” below), we will withhold 15% of any distribution that exceeds our current and accumulated earnings and profits, including a distribution in redemption of shares of our Class A common stock. See also “Non-U.S. Holders — Possible Constructive Distributions” for potential U.S. federal tax consequences with respect to constructive distributions.
Dividends that we pay to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States (or if a tax treaty applies, are attributable to a U.S. permanent establishment or fixed base maintained by the Non-U.S. Holder) will not be subject to U.S. withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, the effectively connected income will be subject to regular U.S. income tax as if the Non-U.S. Holder were a U.S. resident, unless an applicable income tax treaty provides otherwise. A Non-U.S. corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).
Exercise, Lapse or Redemption of a Warrant
The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a warrant, or the lapse of a warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. Holder, as described under “U.S. Holders — Exercise, Lapse or Redemption of a Warrant” above, although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described below in “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Our Class A Common Stock and Warrants.” The U.S. federal income tax treatment for a Non-U.S. Holder of a redemption of warrants for shares of our Class A common stock described in the section of this prospectus entitled “Description of Securities — Warrants — Redemption of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $10.00” will correspond to the U.S. federal income tax treatment for a U.S. Holder of a redemption of warrants for shares of our Class A common stock, as described above in “U.S. Holders — Exercise, Lapse or Redemption of a Warrant.” The U.S. federal income tax treatment for a Non-U.S. Holder of a redemption of warrants for cash (or if we purchase warrants in an open market transaction) would be similar to that described below in “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Our Class A Common Stock and Warrants.”
Gain on Sale, Taxable Exchange or Other Taxable Disposition of Our Class A Common Stock and Warrants
Subject to the discussion of FATCA and backup withholding below, a Non-U.S. Holder will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our shares of our Class A common stock (including a dissolution and liquidation if we do not complete an initial business combination within the required time period) or warrants (including an expiration or redemption of our warrants), in each case without regard to whether such securities were held as part of a unit, unless:
•
the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. Holder); or
•
we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our Class A common stock, and, in the case where shares of our Class A common stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of our Class A common stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our Class A common stock. There can be no assurance that our Class A common stock will be treated as regularly traded on an established securities market for this purpose. These rules may be modified for Non-U.S. Holders of warrants. If we are or have been a “United States real property holding corporation” and you own warrants, you are urged to consult your own tax advisor regarding the application of these rules.
Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. Any gains described in the first bullet point above of a Non-U.S. Holder that is a foreign corporation may also be subject to an additional “branch profits tax” at a 30% rate (or lower treaty rate).
If the second bullet point above applies to a Non-U.S. Holder, gain recognized by such holder on the sale, exchange or other disposition of our Class A common stock or warrants will be subject to tax at applicable U.S. federal income tax rates. In addition, a buyer of our Class A common stock or warrants from such holder may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such disposition. We cannot determine whether we will be a United States real property holding corporation in the future until we complete an initial business combination. We will be classified as a United States real property holding corporation if the fair market value of our “United States real property interests” equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes.
Redemption of Our Class A Common Stock
The characterization for U.S. federal income tax purposes of the redemption of a Non-U.S. Holder’s shares of our Class A common stock pursuant to the redemption provisions described in the section of this prospectus entitled “Description of Securities — Common Stock” will correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s shares of our Class A common stock, as described under “U.S. Holders — Redemption of Our Class A Common Stock” above, and the consequences of the redemption to the Non-U.S. Holder will be as described above under “Non-U.S. Holders — Taxation of Distributions” and “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Our Class A Common Stock and Warrants,” as applicable.
Possible Constructive Distributions
The terms of each warrant provide for an adjustment to the number of shares of our Class A common stock for which the warrant may be exercised or to the exercise price of the warrant in certain events, as discussed in the section of this prospectus captioned “Description of Securities — Warrants — Public Stockholders’ Warrants.” An adjustment which has the effect of preventing dilution generally is not taxable. The Non-U.S. Holders of the warrants would, however, be treated as receiving a constructive distribution
from us if, for example, the adjustment increases the warrant holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of shares of our Class A common stock that would be obtained upon exercise or through a decrease to the exercise price, including, for example, where additional common stock are issued in connection with the closing of our initial business combination at an issue price of less than $9.20 and the exercise price of the warrants is adjusted to be equal to 115% of the Newly Issued Price, as described under “Description of Securities — Warrants — Anti-dilution Adjustments”) as a result of a distribution of cash or other property to the holders of shares of our Class A common stock which is taxable to the Non-U.S. Holders of such shares of our Class A common stock as described under “Non U.S. Holders — Taxation of Distributions” above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the Non-U.S. Holders of the warrants received a cash distribution from us equal to the fair market value of such increased interest.
Information Reporting and Backup Withholding
Dividend payments with respect to our Class A common stock and proceeds from the sale, exchange or redemption of shares of our Class A common stock or warrants may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. A Non-U.S. Holder generally will eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.
FATCA Withholding Taxes
Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) impose withholding of 30% on payments of dividends (including constructive dividends) and, subject to the proposed Treasury Regulations discussed below, on proceeds from sales or other disposition of shares of our Class A common stock paid to “foreign financial institutions” (which is broadly defined for this purpose and includes investment vehicles) and certain other non U.S. entities unless various U.S. information reporting and due diligence requirements (relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied or an exemption applies (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution will be entitled to a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Similarly, dividends and, subject to the proposed Treasury Regulations discussed below, proceeds from sales or other disposition in respect of our units held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will be subject to withholding at a rate of 30%, unless such entity either (i) certifies to us or the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of the Treasury. The U.S. Department of the Treasury has proposed regulations which eliminate the federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition of our Class A common stock. Withholding agents may rely on the proposed Treasury Regulations until final regulations are issued. Prospective investors should consult their own tax advisor regarding the effects of FATCA on their investment in our securities.
THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER’S PARTICULAR SITUATION. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR CLASS A COMMON STOCK AND WARRANTS, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, ESTATE, NON-U.S. AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.
UNDERWRITING
Credit Suisse Securities (USA) LLC and BofA Securities, Inc. are acting as joint book-running managers of the offering and as representatives of the underwriters named below.
Under the terms and subject to the conditions contained in an underwriting agreement dated , 2020, we have agreed to sell to the underwriters named below the following respective numbers of units:
|
Underwriters
|
|
|
Number of
Units
|
|
|
Credit Suisse Securities (USA) LLC
|
|
|
|
|
|
|
|
|
BofA Securities, Inc.
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
75,000,000
|
|
|
The underwriting agreement provides that the underwriters are obligated to purchase all the units in this offering if any are purchased, other than those units covered by the over-allotment option described below.
We have granted to the underwriters a 45-day option to purchase on a pro rata basis up to 11,250,000 additional units at the initial public offering price, less the underwriting discounts and commissions. The option may be exercised only to cover any over-allotments of units.
The underwriters propose to offer the units initially at the public offering price on the cover page of this prospectus and to selling group members at that price less a selling concession of $ per unit.
The following table summarizes the compensation and estimated expenses we will pay to the underwriters in connection with this offering. These amounts are shown assuming both no exercise and full exercise of the underwriters’ over-allotment option. $0.35 per unit, or $26,250,000 (or $30,187,500 if the over-allotment option is exercised in full), of deferred underwriting commissions will be paid to the underwriters upon the completion of our initial business combination.
|
|
|
|
Per Unit(1)
|
|
|
Total(1)
|
|
|
|
|
|
Without
Over-allotment
|
|
|
With
Over-allotment
|
|
|
Without
Over-allotment
|
|
|
With
Over-allotment
|
|
|
Underwriting Discounts and Commissions paid
by us
|
|
|
|
$
|
0.55
|
|
|
|
|
$
|
0.55
|
|
|
|
|
$
|
41,250,000
|
|
|
|
|
$
|
47,437,500
|
|
|
(1)
Includes $0.35 per unit, or $26,250,000 (or $30,187,500 if the over-allotment option is exercised in full) in the aggregate payable to the underwriters for deferred underwriting commissions to be placed in a trust account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.35 multiplied by the number of shares of our Class A common stock sold as part of the units in this offering, as described in this prospectus.
We estimate that our non-reimbursed out-of-pocket expenses for this offering will be approximately $ . We have agreed to pay for the FINRA-related fees and expenses of the underwriters’ legal counsel, not to exceed $ .
The underwriters have informed us that they do not intend to make sales to discretionary accounts.
We, our sponsors and our officers and directors have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, without the prior written consent of Credit Suisse Securities (USA) LLC and BofA Securities, Inc. for a period of 180 days after the date of this prospectus, any units, warrants, Class A common stock or any other securities convertible into, or exercisable, or exchangeable for, Class A common stock; provided, however, that we may (1) issue and sell the private placement warrants; (2) issue and sell the additional units to cover our underwriters’ over-allotment option (if any); (3) register with the SEC pursuant to the registration rights agreement or the forward purchase
agreements, as applicable, to be entered into concurrently with the issuance and sale of the securities in this offering, the resale of the private placement warrants and the shares of our Class A common stock issuable upon exercise of the warrants, the founder shares and the forward purchase securities; and (4) issue securities in connection with our initial business combination, including the forward purchase securities. However, the foregoing shall not apply to the forfeiture of any founder shares pursuant to their terms or any transfer of founder shares to any current or future independent director of the Company (as long as such current or future independent director is subject to the terms of the letter agreement, filed herewith, at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). Credit Suisse Securities (USA) LLC and BofA Securities, Inc. in their sole discretion may release any of the securities subject to these lock-up agreements at any time without notice.
Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares and any Class A common stock issued upon conversion thereof until the earlier to occur of (A) one year after the completion of our initial business combination; or (B) subsequent to our initial business combination, (x) if the last reported sale price of the shares of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalization, stock dividends, rights issuances, subdivisions reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date following the completion of our initial business combination on which we complete a liquidation, merger, amalgamation, stock exchange, reorganization or other similar transaction that results in all of our public stockholders having the right to exchange their Class A common stock for cash, securities or other property (except with respect to permitted transferees as described herein under “Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants”). Any permitted transferees would be subject to the same restrictions and other agreements of our initial stockholders with respect to any founder shares.
The private placement warrants (including the shares of our Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except with respect to permitted transferees as described herein under “Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Warrants”).
We have agreed to indemnify the underwriters against certain liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.
We have applied to list our units on the NYSE, under the symbol “WPF.U” promptly after the effective date of the registration statement and, once the shares of our Class A common stock and warrants begin separate trading, to have the shares of our Class A common stock and warrants listed on the NYSE under the symbols “WPF” and “WPF WS,” respectively.
Prior to this offering, there has been no public market for our securities. Consequently, the initial public offering price for the units was determined by negotiations between us and the underwriters.
The determination of our per unit offering price was more arbitrary than would typically be the case if we were an operating company. Among the factors considered in determining the initial public offering price were the history and prospects of companies whose principal business is the acquisition of other companies, prior offerings of those companies, our management, our capital structure and currently prevailing general conditions in equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the units, Class A common stock or warrants will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our units, Class A common stock or warrants will develop and continue after this offering.
If we do not complete our initial business combination within 24 months from the closing of this offering, the trustee and the underwriters have agreed that: (1) they will forfeit any rights or claims to their deferred underwriting discounts and commissions, including any accrued interest thereon, then in the trust account; and (2) the deferred underwriters’ discounts and commissions will be distributed on a pro rata basis, together with any accrued interest thereon (which interest shall be net of taxes payable) to the public stockholders.
In connection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act.
•
Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
•
Over-allotment involves sales by the underwriters of units in excess of the number of units the underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of units over-allotted by the underwriters is not greater than the number of units that they may purchase in the over-allotment option. In a naked short position, the number of units involved is greater than the number of units in the over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option and/or purchasing units in the open market.
•
Syndicate covering transactions involve purchases of the units in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of units to close out the short position, the underwriters will consider, among other things, the price of units available for purchase in the open market as compared to the price at which they may purchase units through the over-allotment option. If the underwriters sell more units than could be covered by the over-allotment option (a naked short position), the position can only be closed out by buying units in the open market. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the units in the open market after pricing that could adversely affect investors who purchase in this offering.
•
Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.
These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our units or preventing or retarding a decline in the market price of the units. As a result, the price of our units may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NYSE or otherwise and, if commenced, may be discontinued at any time.
We are not under any contractual obligation to engage any of the underwriters to provide any services for us after this offering and have no present intent to do so. However, any of the underwriters may introduce us to potential target businesses or assist us in raising additional capital in the future. If any of the underwriters provide services to us after this offering, we may pay such underwriter fair and reasonable fees that would be determined at that time in an arm’s length negotiation; provided that no agreement will be entered into with any of the underwriters and no fees for such services will be paid to any of the underwriters prior to the date that is 90 days from the date of this prospectus, unless FINRA determines that such payment would not be deemed underwriters’ compensation in connection with this offering, and we may pay the underwriters of this offering or any entity with which they are affiliated, a finder’s fee or other compensation for services rendered to us in connection with the completion of a business combination.
Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
In addition, in the ordinary course of their business activities, the underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The underwriters may agree to allocate a number of units to underwriters and selling group members for sale to their online brokerage account holders. Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.
The units are offered for sale in the United States, Europe, Asia and other jurisdictions where it is lawful to make such offers.
Each of the underwriters has represented and agreed that it has not offered, sold or delivered and will not offer, sell or deliver any of the units directly or indirectly, or distribute this prospectus or any other offering material relating to the units, in or from any jurisdiction except under circumstances that will result in compliance with the applicable laws and regulations thereof and that will not impose any obligations on us except as set forth in the underwriting agreement.
Notice to Prospective Investors in the European Economic Area
In relation to each Member State of the European Economic Area (each a “Member State”), no Shares have been offered or will be offered pursuant to this offering to the public in that Member State prior to the publication of a prospectus in relation to the Shares which has been approved by the competent authority in that Member State or, where appropriate, approved in another Member State and notified to the competent authority in that Member State, all in accordance with the Prospectus Regulation), except that offers of Shares may be made to the public in that Member State at any time under the following exemptions under the Prospectus Regulation:
(a)
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
(b)
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or
(c)
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer of Shares shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.
For the purposes of this provision, the expression an “offer to the public” in relation to any Shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase or subscribe for any Shares, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
Notice to Prospective Investors in the United Kingdom
Each of the underwriters severally represents, warrants and agrees as follows:
a)
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) to persons who have professional experience in matters relating to investments falling with Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which section 21 of FSMA does not apply to the company; and
b)
it has complied with, and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the units in, from or otherwise involving the United Kingdom.
Notice to Residents of Japan
The underwriters will not offer or sell any of our units directly or indirectly in Japan or to, or for the benefit of any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any
Japanese person, except in each case pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan and any other applicable laws and regulations of Japan. For purposes of this paragraph, “Japanese person” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.
Notice to Residents of Hong Kong
The underwriters and each of their affiliates have not (1) offered or sold, and will not offer or sell, in Hong Kong, by means of any document, our units other than (A) to “professional investors” as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong and any rules made under that Ordinance or (B) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32 of Hong Kong) or which do not constitute an offer to the public within the meaning of that Ordinance or (2) issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere any advertisement, invitation or document relating to our units which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to our securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. The contents of this document have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.
Notice to Residents of Singapore
This prospectus or any other offering material relating to our units has not been and will not be registered as a prospectus with the Monetary Authority of Singapore, and the units will be offered in Singapore pursuant to exemptions under Section 274 and Section 275 of the Securities and Futures Act, Chapter 289 of Singapore (the “Securities and Futures Act”). Accordingly our units may not be offered or sold, or be the subject of an invitation for subscription or purchase, nor may this prospectus or any other offering material relating to our units be circulated or distributed, whether directly or indirectly, to the public or any member of the public in Singapore other than (a) to an institutional investor or other person specified in Section 274 of the Securities and Futures Act, (b) to a sophisticated investor, and in accordance with the conditions specified in Section 275 of the Securities and Futures Act or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the Securities and Futures Act.
Notice to Residents of Germany
Each person who is in possession of this prospectus is aware that no German sales prospectus (Verkaufsprospekt) within the meaning of the Securities Sales Prospectus Act (Wertpapier-Verkaufsprospektgesetz, the “Act”) of the Federal Republic of Germany has been or will be published with respect to our units. In particular, each underwriter has represented that it has not engaged and has agreed that it will not engage in a public offering (offentliches Angebot) within the meaning of the Act with respect to any of our units otherwise then in accordance with the Act and all other applicable legal and regulatory requirements.
Notice to Residents of France
The units are being issued and sold outside the Republic of France and that, in connection with their initial distribution, it has not offered or sold and will not offer or sell, directly or indirectly, any units to the public in the Republic of France, and that it has not distributed and will not distribute or cause to be distributed to the public in the Republic of France this prospectus or any other offering material relating to the units, and that such offers, sales and distributions have been and will be made in the Republic of France only to qualified investors (investisseurs qualifiés) in accordance with Article L.411-2 of the Monetary and Financial Code and decrét no. 98-880 dated October 1, 1998.
Notice to Residents of the Netherlands
Our units may not be offered, sold, transferred or delivered in or from the Netherlands as part of their initial distribution or at any time thereafter, directly or indirectly, other than to, individuals or legal entities situated in The Netherlands who or which trade or invest in securities in the conduct of a business or profession (which includes banks, securities intermediaries (including dealers and brokers), insurance companies, pension funds, collective investment institution, central governments, large international and supranational organizations, other institutional investors and other parties, including treasury departments of commercial enterprises, which as an ancillary activity regularly invest in securities; hereinafter, “Professional Investors”); provided that in the offer, prospectus and in any other documents or advertisements in which a forthcoming offering of our units is publicly announced (whether electronically or otherwise) in The Netherlands it is stated that such offer is and will be exclusively made to such Professional Investors. Individual or legal entities who are not Professional Investors may not participate in the offering of our units, and this prospectus or any other offering material relating to our units may not be considered an offer or the prospect of an offer to sell or exchange our units.
Notice to Prospective Investors in the Cayman Islands
No invitation, whether directly or indirectly, may be made to the public in the Cayman Islands to subscribe for our units.
Notice to Canadian Residents
Resale Restrictions
The distribution of units in Canada is being made only in the provinces of Ontario, Quebec, Alberta and British Columbia on a private placement basis exempt from the requirement that we prepare and file a prospectus with the securities regulatory authorities in each province where trades of these securities are made. Any resale of the units in Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the securities.
Representations of Canadian Purchasers
By purchasing units in Canada and accepting delivery of a purchase confirmation, a purchaser is representing to us and the dealer from whom the purchase confirmation is received that:
•
the purchaser is entitled under applicable provincial securities laws to purchase the units without the benefit of a prospectus qualified under those securities laws as it is an “accredited investor” as defined under National Instrument 45-106 — Prospectus Exemptions;
•
the purchaser is a “permitted client” as defined in National Instrument 31-103 — Registration Requirements, Exemptions and Ongoing Registrant Obligations;
•
where required by law, the purchaser is purchasing as principal and not as agent; and
•
the purchaser has reviewed the text above under Resale Restrictions.
Conflicts of Interest
Canadian purchasers are hereby notified that the underwriters are relying on the exemption set out in section 3A.3 or 3A.4, if applicable, of National Instrument 33-105 — Underwriting Conflicts from having to provide certain conflict of interest disclosure in this document.
Statutory Rights of Action
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the prospectus (including any amendment thereto) such as this
document contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory.
The purchaser of these securities in Canada should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Enforcement of Legal Rights
All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment obtained in Canadian courts against us or those persons outside of Canada.
Taxation and Eligibility for Investment
Canadian purchasers of units should consult their own legal and tax advisors with respect to the tax consequences of an investment in the units in their particular circumstances and about the eligibility of the units for investment by the purchaser under relevant Canadian legislation.
LEGAL MATTERS
Weil, Gotshal & Manges LLP, New York, New York will pass upon the validity of the securities offered in this prospectus with respect to units and warrants. Davis Polk & Wardwell LLP advised the underwriters in connection with the offering of the securities.
EXPERTS
The balance sheet of Foley Trasimene Acquisition Corp. as of April 7, 2020 and the related statements of operations, changes in stockholders’ equity and cash flows for the period from March 26, 2020 (inception) through April 7, 2020, have been audited by WithumSmith+Brown, PC, independent registered public accounting firm, as set forth in their report, thereon, appearing elsewhere in this prospectus, and are included in reliance on such report given upon such firm as experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are materially complete but may not include a description of all aspects of such contracts, agreements or other documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.
Upon completion of this offering, we will be subject to the information requirements of the Exchange Act and will file annual, quarterly and current event reports, proxy statements and other information with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at www.sec.gov. We do not have a website, and therefore do not make our public filings available on such a website. Upon request, we will provide electronic copies of our public filings free of charge.
INDEX TO FINANCIAL STATEMENTS
Audited Financial Statements for Foley Trasimene Acquisition Corp.:
|
|
|
|
Page
|
|
|
|
|
|
|
|
F-2
|
|
|
|
|
|
|
|
|
F-3
|
|
|
|
|
|
|
|
|
F-4
|
|
|
|
|
|
|
|
|
F-5
|
|
|
|
|
|
|
|
|
F-6
|
|
|
|
|
|
|
|
|
F-7
|
|
|
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of
Directors of Foley Trasimene Acquisition Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Foley Trasimene Acquisition Corp. (the “Company”) as of April 7, 2020, the related statements of operations, changes in stockholders’ equity and cash flows for the period from March 26, 2020 (inception) through April 7, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 7, 2020, and the results of its operations and its cash flows for the period from March 26, 2020 (inception) through April 7, 2020, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that espond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company's auditor since 2020.
New York, New York
May 15, 2020
FOLEY TRASIMENE ACQUISITION CORP.
BALANCE SHEET APRIL 7, 2020
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current asset — cash
|
|
|
|
$
|
175,000
|
|
|
|
|
Deferred offering costs
|
|
|
|
|
127,000
|
|
|
|
|
Total Assets
|
|
|
|
$
|
302,000
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
|
|
Accrued offering and formation costs
|
|
|
|
$
|
128,482
|
|
|
|
|
Promissory note — related party
|
|
|
|
|
150,000
|
|
|
|
|
Total Current Liabilities
|
|
|
|
|
278,482
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity:
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
|
|
|
|
—
|
|
|
|
|
Class A common stock, $0.0001 par value; 400,000,000 shares authorized; none issued and outstanding
|
|
|
|
|
—
|
|
|
|
|
Class B common stock, $0.0001 par value; 40,000,000 shares authorized; 21,562,500 shares issued and outstanding(1)
|
|
|
|
|
2,156
|
|
|
|
|
Additional paid-in capital
|
|
|
|
|
22,844
|
|
|
|
|
Accumulated deficit
|
|
|
|
|
(1,482)
|
|
|
|
|
Total Stockholders’ Equity
|
|
|
|
|
23,518
|
|
|
|
|
Total Liabilities and Stockholders’ Equity
|
|
|
|
$
|
302,000
|
|
|
(1)
Includes an aggregate of up to 2,812,500 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).
The accompanying notes are an integral part of these financial statements.
FOLEY TRASIMENE ACQUISITION CORP.
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MARCH 26, 2020 (INCEPTION) THROUGH APRIL 7, 2020
|
|
Formation costs
|
|
|
|
$
|
1,482
|
|
|
|
|
Net Loss
|
|
|
|
$
|
(1,482)
|
|
|
|
|
Weighted average shares outstanding, basic and diluted(1)
|
|
|
|
|
18,750,000
|
|
|
|
|
Basic and diluted net loss per common share
|
|
|
|
$
|
0.00
|
|
|
(1)
Excludes an aggregate of up to 2,812,500 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).
The accompanying notes are an integral part of these financial statements.
FOLEY TRASIMENE ACQUISITION CORP.
STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE PERIOD FROM MARCH 26, 2020 (INCEPTION) THROUGH APRIL 7, 2020
|
|
|
|
Class B
Common Stock
|
|
|
Additional
Paid-in
Capital
|
|
|
Accumulated
Deficit
|
|
|
Total
Stockholders’
Equity
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Balance, March 26, 2020 (inception)
|
|
|
|
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
Issuance of Class B common stock to Sponsors(1)
|
|
|
|
|
21,562,500
|
|
|
|
|
|
2,156
|
|
|
|
|
|
22,844
|
|
|
|
|
|
—
|
|
|
|
|
|
25,000
|
|
|
|
Net loss
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(1,482)
|
|
|
|
|
|
(1,482)
|
|
|
|
Balance, April 7, 2020
|
|
|
|
|
21,562,500
|
|
|
|
|
$
|
2,156
|
|
|
|
|
$
|
22,844
|
|
|
|
|
$
|
(1,482)
|
|
|
|
|
$
|
23,518
|
|
|
(1)
Includes an aggregate of up to 2,812,500 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).
The accompanying notes are an integral part of these financial statements.
FOLEY TRASIMENE ACQUISITION CORP.
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MARCH 26, 2020 (INCEPTION) THROUGH APRIL 7, 2020
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
$
|
(1,482)
|
|
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Increase in accrued formation costs
|
|
|
|
|
1,482
|
|
|
|
|
Net cash used in operating activities
|
|
|
|
|
—
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of Class B common stock to Sponsors
|
|
|
|
|
25,000
|
|
|
|
|
Proceeds from promissory note — related party
|
|
|
|
|
150,000
|
|
|
|
|
Net cash provided by financing activities
|
|
|
|
|
175,000
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
|
|
175,000
|
|
|
|
|
Cash at beginning of period
|
|
|
|
|
—
|
|
|
|
|
Cash at end of period
|
|
|
|
$
|
175,000
|
|
|
|
|
Non-cash financing activities:
|
|
|
|
|
|
|
|
|
|
Deferred offering costs included in accrued offering and formation costs
|
|
|
|
$
|
127,000
|
|
|
The accompanying notes are an integral part of these financial statements.
FOLEY TRASIMENE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 1. ORGANIZATION AND PLAN OF BUSINESS OPERATIONS
Foley Trasimene Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on March 26, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”).
Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on identifying a prospective target business in financial technology or business process outsourcing, which acts as an essential utility to industries that are core to the economy. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
As of April 7, 2020, the Company had not commenced any operations. All activity for the period from March 26, 2020 (inception) through April 7, 2020 relates to the Company’s formation and the proposed initial public offering (“Proposed Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Offering. The Company has selected December 31 as its fiscal year end.
The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Offering of 75,000,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”) at $10.00 per Unit (or 86,250,000 Units if the underwriters’ over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 11,333,334 warrants (or 12,833,334 warrants if the underwriters’ over-allotment option is exercised on full) (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to Trasimene Capital Management FT, LP, an affiliate of Trasimene Capital Management, LLC, and Bilcar FT, LP, an affiliate of Bilcar Limited Partnership (collectively the “Sponsors”), that will close simultaneously with the Proposed Offering.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete its initial Business Combination with one or more target businesses that together have a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on the interest earned in the Trust Account) at the time the Company signs a definitive agreement in connection with a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Proposed Offering, management has agreed that $10.00 per Unit sold in the Proposed Offering, including proceeds of the sale of the Private Placement Warrants, will be held in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to
FOLEY TRASIMENE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The stockholders will be entitled to redeem their shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A common stock will be recorded at redemption value and classified as temporary equity upon the completion of the Proposed Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange rules and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange rules, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsors have agreed to vote its Founder Shares (as defined in Note 5), and any Public Shares purchased during or after the Proposed Offering in favor of approving a Business Combination and not to convert any shares in connection with a stockholder vote to approve a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all.
Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Second Amended and Restated Articles of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares without the Company’s prior written consent.
The Sponsors have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Second Amended and Restated Articles of Incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment and (iii) to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to consummate a Business Combination.
The Company will have until 24 months from the closing of the Proposed Offering (the “Combination Period”) to consummate a Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than 10 business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will
FOLEY TRASIMENE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The Sponsors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsors acquire Public Shares in or after the Proposed Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Proposed Offering price per Unit ($10.00).
In order to protect the amounts held in the Trust Account, the Sponsors have agreed that they will be liable to the Company, if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.00 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent public accountants), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going Concern Consideration
The Company does not have sufficient liquidity to meet its anticipated obligations over the next year from the issuance of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the Company has access to funds from the Sponsors that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Offering or one year from the issuance of these financial statements (see Note 3).
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
FOLEY TRASIMENE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Emerging growth company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and cash equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of April 7, 2020.
Deferred offering costs
Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Offering and that will be charged to stockholders’ equity upon the completion of the Proposed Offering. Should the Proposed Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred, will be charged to operations.
Income taxes
The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit
FOLEY TRASIMENE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of April 7, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The provision for income taxes was deemed to be immaterial for the period from March 26, 2020 (inception) through April 7, 2020.
Net loss per common share
Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 2,812,500 Class B shares of common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 7). At April 7, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
Concentration of credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair value of financial instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Recently issued accounting standards
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
NOTE 3. PROPOSED OFFERING
Pursuant to the Proposed Offering, the Company will offer for sale up to 75,000,000 Units (or 86,250,000 Units if the underwriters’ over-allotment option is exercised in full) at a purchase price of $10.00 per Unit. Each Unit will consist of one share of Class A common stock and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7).
FOLEY TRASIMENE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
NOTE 4. PRIVATE PLACEMENT
The Sponsors have committed to purchase an aggregate of 11,333,334 Private Placement Warrants (or 12,833,334 Private Placement Warrants if the underwriters’ over-allotment is exercised in full) at a price of $1.50 per Private Placement Warrant from the Company in a private placement that will occur simultaneously with the closing of the Proposed Offering. Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants will be added to the net proceeds from the Proposed Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.
NOTE 5. RELATED PARTY TRANSACTIONS
Founder Shares
During the period from March 26, 2020 (inception) through April 7, 2020, the Sponsors purchased 21,562,500 of the Company’s Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares include an aggregate of up to 2,812,500 Class B common stock subject to forfeiture by the Sponsors to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the number of Founder Shares will collectively represent 20% of the Company’s issued and outstanding shares upon the completion of the Proposed Offering.
The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination; and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Class A common stock for cash, securities or other property.
Promissory Note with Related Party
On April 7, 2020, the Company issued the Promissory Note to affiliates of the Sponsors, pursuant to which the Company may borrow up to an aggregate principal amount of $150,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) January 31, 2021 and (ii) the completion of the Proposed Offering. As of April 7, 2020, there was $150,000 outstanding under the Promissory Note.
Administrative Services Agreement
Commencing on the effective date of the Proposed Offering, the Company will enter into an agreement pursuant to which it will pay an affiliate of the Sponsors up to $5,000 per month for office space, and administrative support services. Upon completion of a Business Combination or its liquidation, the Company will cease paying these monthly fees.
Related Party Loans
In order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion
FOLEY TRASIMENE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
of a Business Combination into warrants at a price of $1.50 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. No amounts have been borrowed under this arrangement as of April 7, 2020.
NOTE 6. COMMITMENTS AND CONTINGENCIES
Registration and Stockholder Rights
The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration and stockholder rights agreement to be signed prior to or on the effective date of the Proposed Offering. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. However, the registration and stockholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lockup period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company will grant the underwriters a 45-day option from the date of Proposed Public Offering to purchase up to 11,250,000 additional Units to cover over-allotments, if any, at the Proposed Public Offering price less the underwriting discounts and commissions.
The underwriters will be entitled to a cash underwriting discount of $0.20 per Unit, or $15,000,000 in the aggregate (or $17,250,000 in the aggregate if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $26,250,000 in the aggregate (or $30,187,500 in the aggregate if the underwriters’ over-allotment option is exercised in full). The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.
Risks and Uncertainties
Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 7. STOCKHOLDERS’ EQUITY
Preferred Stock. The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the common stock and could have anti-takeover effects. At April 7, 2020, there were no shares of preferred stock issued or outstanding.
FOLEY TRASIMENE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
Class A Common Stock. The Company is authorized to issue 400,000,000 shares of Class A common stock, with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. At April 7, 2020, there were no shares of Class A common stock issued or outstanding.
Class B Common Stock. The Company is authorized to issue 40,000,000 shares of Class B common stock, with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. At April 7, 2020, there were 21,562,500 shares of Class B common stock issued and outstanding, of which an aggregate of up to 2,812,500 Class B common stock are subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part so that the number of Founder Shares will equal 20% of the Company’s issued and outstanding common stock after the Proposed Offering.
Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of the Company’s stockholders except as otherwise required by law.
The Class B common stock will automatically convert into Class A common stock on the first business day following the completion of a business combination at a ratio such that the number of Class A common stock issuable upon conversion of all Class B common stock will equal, in the aggregate, 25% of the sum of (i) the total number of shares of Class A common stock issued and outstanding upon completion of Proposed Offering, plus (ii) the sum of (a) the total number of shares of Class A common stock issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or deemed issued, by the Company in connection with or in relation to the completion of a Business Combination (including the forward purchase shares, but not the forward purchase warrants), excluding any Class A common stock or equity-linked securities exercisable for or convertible into Class A common stock issued, or to be issued, to any seller in a Business Combination, and any private placement warrants issued to the Sponsors upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by public stockholders in connection with a Business Combination. Any conversion of Class B common stock will take effect as a compulsory redemption of Class B common stock and an issuance of Class A common stock as a matter of Delaware law. In no event will the Class B common stock convert into Class A common stock at a rate of less than one to one.
Warrants. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Proposed Offering. The Public Warrants will expire five years from the completion of a Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of
FOLEY TRASIMENE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
the warrant agreement. If a registration statement covering the issuance of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. In addition, if the shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of the Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company elects to do so, the Company will not be required to file or maintain in effect a registration statement, but it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied the excess of the “fair market value” less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” shall mean the volume weighted average price of the Class A common stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable, the Company may redeem the outstanding Public Warrants:
•
in whole and not in part;
•
at a price of $0.01 per Public Warrant;
•
upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
•
if, and only if, the last reported sale price of the Class A common stock for any 20 trading days within a 30 trading day period ending three business days before sending the notice of redemption to warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like).
If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. However, we will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period.
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00 — Once the warrants become exercisable, the Company may redeem the outstanding warrants:
•
in whole and not in part;
•
at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of the Class A common stock;
•
if, and only if, the Reference Value (as defined in the above under “Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00”) equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like); and
FOLEY TRASIMENE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
•
if the Reference Value is less than $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) the private placement warrants must also be concurrently called for redemption on the same terms (except as described below with respect to a holder’s ability to cashless exercise its warrants) as the outstanding public warrants, as described above.
The exercise price and number of shares of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsors or their affiliates, without taking into account any Founder Shares held by the Sponsors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described above adjacent to “Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00” and “Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.
The Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Offering, except that (x) the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (z) the Private Placement Warrants and the Class A common stock issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
NOTE 8. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to May 15, 2020, the date that the financial statements were available to be issued. Based on this review, other than disclosure of certain forward purchase agreements below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.
FOLEY TRASIMENE ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENTS
In May 2020, the Company entered into forward purchase agreements with each of Cannae Holdings, Inc. and THL FTAC LLC. Pursuant to each agreement, Cannae Holdings, Inc. and THL FTAC LLC have each agreed to purchase shares of the Company’s Class A common stock in an aggregate share amount equal to 15,000,000 shares of our Class A Common stock (or a total of 30,000,000 shares of our Class A common stock), plus an aggregate of 5,000,000 redeemable warrants (or a total of 10,000,000 redeemable warrants) to purchase one share of our Class A common stock at $11.50 per share, for an aggregate purchase price of $150,000,000 (or a total of $300,000,000), or $10.00 for one share of our Class A common stock and one-third of one warrant, in a private placement to occur concurrently with the closing of the initial business combination. The warrants to be sold as part of the forward purchase agreements will be identical to the warrants sold as part of the units in this offering.
Foley Trasimene Acquisition Corp.
75,000,000 Units
PRELIMINARY PROSPECTUS
Credit Suisse BofA Securities
, 2020
Until , 2020 (25 days after the date of this prospectus), all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:
|
|
SEC expenses
|
|
|
|
$
|
111,953
|
|
|
|
|
FINRA expenses
|
|
|
|
|
129,875
|
|
|
|
|
Accounting fees and expenses
|
|
|
|
|
60,000
|
|
|
|
|
Printing and engraving expenses
|
|
|
|
|
50,000
|
|
|
|
|
Travel and road show expenses
|
|
|
|
|
50,000
|
|
|
|
|
Legal fees and expenses
|
|
|
|
|
400,000
|
|
|
|
|
NYSE listing and filing fees
|
|
|
|
|
85,000
|
|
|
|
|
Director & Officers liability insurance premiums(1)
|
|
|
|
|
100,000
|
|
|
|
|
Miscellaneous
|
|
|
|
|
13,172
|
|
|
|
|
Total
|
|
|
|
$
|
1,000,000
|
|
|
(1)
This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes a business combination.
Item 14. Indemnification of Directors and Officers.
Our second amended and restated certificate of incorporation will provide that all of our directors, officers, employees and agents shall be entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law (“DGCL”). Section 145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth below.
Section 145. Indemnification of officers, directors, employees and agents; insurance.
(a)
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
(b)
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably
incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
(c)
To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.
(d)
Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.
(e)
Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former officers and directors or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
(f)
The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
(g)
A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.
(h)
For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
(i)
For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.
(j)
The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.
(k)
The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any by law, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
In accordance with Section 102(b)(7) of the DGCL, our second amended and restated certificate of incorporation, will provide that no director shall be personally liable to us or any of our stockholders for monetary damages resulting from breaches of their fiduciary duty as directors, except to the extent such limitation on or exemption from liability is not permitted under the DGCL. The effect of this provision of our second amended and restated certificate of incorporation is to eliminate our rights and those of our stockholders (through stockholders’ derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except, as restricted by Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights of any stockholder to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s duty of care.
If the DGCL is amended to authorize corporate action further eliminating or limiting the liability of directors, then, in accordance with our second amended and restated certificate of incorporation, the liability of our directors to us or our stockholders will be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or amendment of provisions of our second amended and restated certificate of incorporation limiting or eliminating the liability of directors, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise
required by law) be prospective only, except to the extent such amendment or change in law permits us to further limit or eliminate the liability of directors on a retroactive basis.
Our second amended and restated certificate of incorporation will also provide that we will, to the fullest extent authorized or permitted by applicable law, indemnify our current and former officers and directors, as well as those persons who, while directors or officers of our corporation, are or were serving as directors, officers, employees or agents of another entity, trust or other enterprise, including service with respect to an employee benefit plan, in connection with any threatened, pending or completed proceeding, whether civil, criminal, administrative or investigative, against all expense, liability and loss (including, without limitation, attorney’s fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by any such person in connection with any such proceeding.
Notwithstanding the foregoing, a person eligible for indemnification pursuant to our second amended and restated certificate of incorporation will be indemnified by us in connection with a proceeding initiated by such person only if such proceeding was authorized by our board of directors, except for proceedings to enforce rights to indemnification.
The right to indemnification which will be conferred by our second amended and restated certificate of incorporation is a contract right that includes the right to be paid by us the expenses incurred in defending or otherwise participating in any proceeding referenced above in advance of its final disposition, provided, however, that if the DGCL requires, an advancement of expenses incurred by our officer or director (solely in the capacity as an officer or director of our corporation) will be made only upon delivery to us of an undertaking, by or on behalf of such officer or director, to repay all amounts so advanced if it is ultimately determined that such person is not entitled to be indemnified for such expenses under our second amended and restated certificate of incorporation or otherwise.
The rights to indemnification and advancement of expenses will not be deemed exclusive of any other rights which any person covered by our second amended and restated certificate of incorporation may have or hereafter acquire under law, our second amended and restated certificate of incorporation, our amended and restated bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.
Any repeal or amendment of provisions of our second amended and restated certificate of incorporation affecting indemnification rights, whether by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. Our second amended and restated certificate of incorporation will also permit us, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other that those specifically covered by our second amended and restated certificate of incorporation.
Our amended and restated bylaws include the provisions relating to advancement of expenses and indemnification rights consistent with those which will be set forth in our second amended and restated certificate of incorporation. In addition, our amended and restated bylaws provide for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses is not paid in full by us within a specified period of time. Our amended and restated bylaws also permit us to purchase and maintain insurance, at our expense, to protect us and/or any director, officer, employee or agent of our corporation or another entity, trust or other enterprise against any expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the DGCL.
Any repeal or amendment of provisions of our amended and restated bylaws affecting indemnification rights, whether by our board of directors, stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision.
We will enter into indemnification agreements with each of our officers and directors a form of which is to be filed as an exhibit to this Registration Statement. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Pursuant to the Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the underwriters and the underwriters have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this offering, including certain liabilities under the Securities Act.
Item 15. Recent Sales of Unregistered Securities.
On April 7, 2020, the sponsors paid an aggregate of $25,000, or approximately $0.001 per share, to cover certain of our offering costs in consideration of 21,562,500 Class B common stock, par value $0.0001. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Our sponsors are accredited investors for purposes of Rule 501 of Regulation D. Each of the equity holders in our sponsors are accredited investors under Rule 501 of Regulation D. The sole business of our sponsors is to act as the Company’s sponsors in connection with this offering.
Our sponsors have committed, pursuant to a written agreement, to purchase an aggregate of 11,333,334 private placement warrants (or 12,833,334 private placement warrants if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one common stock at $11.50 per share, at a price of $1.50 per warrant (approximately $17,000,001 in the aggregate or $19,250,001 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
No underwriting discounts or commissions were paid with respect to such sales.
Item 16. Exhibits and Financial Statement Schedules.
(i)
The Exhibit Index is incorporated herein by reference.
Item 17. Undertakings.
(i)
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
(ii)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(iii)
The undersigned registrant hereby undertakes that:
1.
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon
Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
2.
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
EXHIBIT INDEX
|
|
Exhibit
No.
|
|
|
Description
|
|
|
|
|
|
|
Form of Underwriting Agreement.**
|
|
|
|
|
|
|
Amended and Restated Certificate of Incorporation.*
|
|
|
|
|
|
|
Form of Second Amended and Restated Certificate of Incorporation.**
|
|
|
|
|
|
|
Amended and Restated Bylaws.*
|
|
|
|
|
|
|
Specimen Unit Certificate.**
|
|
|
|
|
|
|
Specimen Class A Common Stock Certificate.**
|
|
|
|
|
|
|
Specimen Warrant Certificate.**
|
|
|
|
|
|
|
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.**
|
|
|
|
5.1
|
|
|
Opinion of Weil, Gotshal & Manges LLP, Counsel to the Registrant.***
|
|
|
|
|
|
|
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**
|
|
|
|
|
|
|
Form of Registration Rights Agreement among the Registrant, the Sponsors and the Holders signatory thereto.**
|
|
|
|
|
|
|
Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsors.**
|
|
|
|
|
|
|
Form of Indemnity Agreement.**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Promissory Note, dated April 7, 2020, issued to the Sponsors.*
|
|
|
|
|
|
|
Securities Subscription Agreement, dated April 7, 2020, between the Registrant and the Sponsors.*
|
|
|
|
|
|
|
Form of Letter Agreement between the Registrant and the Sponsors.**
|
|
|
|
|
|
|
Form of Letter Agreement among the Registrant and each director and executive officer of the Registrant.**
|
|
|
|
|
|
|
Forward Purchase Agreement among the Registrant and Cannae Holdings, Inc.**
|
|
|
|
|
|
|
Forward Purchase Agreement among the Registrant and THL FTAC LLC.**
|
|
|
|
|
|
|
Consent of WithumSmith+Brown, PC.**
|
|
|
|
23.2
|
|
|
Consent of Weil, Gotshal & Manges LLP (included on Exhibit 5.1).***
|
|
|
|
|
|
|
Power of Attorney.*
|
|
|
|
99.1
|
|
|
Form of Audit Committee Charter.***
|
|
|
|
99.2
|
|
|
Form of Compensation Committee Charter.***
|
|
|
|
99.3
|
|
|
Form of Nominating and Corporate Governance Charter.***
|
|
|
|
|
|
|
Consent of Douglas K. Ammerman.*
|
|
|
|
|
|
|
Consent of Thomas M. Hagerty.*
|
|
|
|
|
|
|
Consent of Frank R. Martire, Jr.*
|
|
|
|
|
|
|
Consent of Richard N. Massey.*
|
|
|
|
|
|
|
Consent of Hugh R. Harris.**
|
|
*
Previously filed.
**
Filed herewith.
***
To be filed by amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, State of New York, on the 18th day of May 2020.
Foley Trasimene Acquisition Corp.
By:
/s/ Michael L. Gravelle
Name: Michael L. Gravelle
Title: General Counsel and Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
|
|
Name
|
|
|
Position
|
|
|
Date
|
|
|
|
*
Richard N. Massey
|
|
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
May 18, 2020
|
|
|
|
*
Richard L. Cox
|
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
|
May 18, 2020
|
|
|
|
*
William P. Foley, II
|
|
|
Founder and Executive Chairman
|
|
|
May 18, 2020
|
|
*By:
/s/ Michael L. Gravelle
Michael L. Gravelle
Attorney-in-Fact
Exhibit 1.1
$750,000,000
75,000,000 Units
Foley Trasimene Acquisition Corp.
UNDERWRITING AGREEMENT
[●],
2020
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
As Representatives of the several Underwriters
Ladies and Gentlemen:
Foley
Trasimene Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you and, as applicable,
to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the
“Representatives”) are acting as representatives, 75,000,000 units (the “Units”) of the Company
(said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The
Company also proposes to grant to the Underwriters an option to purchase up to 11,250,000 additional units to cover over-allotments,
if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter
called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than
you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular
or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 21
hereof.
Each Unit consists of one of the Company’s
shares of Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant,
where each whole warrant is exercisable to purchase one share of Common Stock (the “Warrants”). The shares of
Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus
(or, if such date is not a business day, the following business day) unless the Representatives inform the Company of their decision
to allow earlier separate trading, subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt
by the Company of the proceeds of the Offering (as defined below), (b) the filing of such audited balance sheet with the Commission
on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having
issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise,
to purchase one share of Common Stock for $11.50 per share during the period commencing on the later of thirty (30) days after
the completion of an initial Business Combination (as defined below) or twelve (12) months from the date of the consummation of
the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or
earlier upon redemption; provided, however, that pursuant to the Warrant Agreement (as defined below), a Warrant
may not be exercised for a fractional share, so that only whole Warrants may be exercised at any given time by a holder thereof.
As used herein, the term “Business Combination” (as described more fully in the Registration Statement) shall
mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one
or more businesses.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
The Company will enter into an Investment
Management Trust Agreement, effective as of the Closing Date (as defined below), with Continental Stock Transfer & Trust Company
(“CST”), as trustee, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Trust
Agreement”), pursuant to which the proceeds from the sale of the Private Placement Warrants (as defined below) and certain
proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit
of the Company, the Underwriters and the holders of the Underwritten Securities and the Option Securities, if and when issued.
The Company will enter into a Warrant Agreement,
effective as of the Closing Date, with respect to the Warrants, the Forward Purchase Warrants (as defined below) and the Private
Placement Warrants (as defined below) with CST, as warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration
Statement (the “Warrant Agreement”), pursuant to which CST will act as warrant agent in connection with the
issuance, registration, transfer, exchange, redemption, and exercise of the Warrants, the Forward Purchase Warrants and Private
Placement Warrants.
The Company has entered into a Securities
Subscription Agreement, dated as of April 7, 2020 (the “Founders’ Purchase Agreement”), with Bilcar FT,
LP, a Delaware limited partnership and an affiliate of Bilcar Limited Partnership, and Trasimene Capital FT, LP, a Delaware limited
partnership and an affiliate of Trasimene Capital Management, LLC (together, the “Sponsors”), pursuant to which
the Sponsors collectively purchased an aggregate of 21,562,500 shares of Class B common stock, par value $0.0001 per share, of
the Company (including the shares of Common Stock issuable upon conversion thereof, the “Founder Shares”), for
an aggregate purchase price of $25,000. The Founder Shares are substantially similar to the shares of Common Stock included in
the Units except as described in the Prospectus.
The Company has entered into a Private Placement
Warrants Purchase Agreement, effective as of the date hereof (the “Warrant Subscription Agreement”), with the
Sponsors, pursuant to which the Sponsors collectively agreed to purchase an aggregate of 11,333,334 warrants (or up to 12,833,334
warrants if the over-allotment option is exercised in full), at a price of $1.50 per Private Placement Warrant, each entitling
the holder, upon exercise, to purchase one share of Common Stock (the “Private Placement Warrants”), for $11.50
per share. The Private Placement Warrants are substantially similar to the Warrants included in the Units, except as described
in the Prospectus.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
The Company has entered into a Forward Purchase
Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.10 to the Registration Statement (the “Cannae
Forward Purchase Agreement”), with Cannae Holdings, Inc. (“Cannae Holdings”), a diversified holding
company which is externally managed by Trasimene Capital Management, LLC, pursuant to which Cannae Holdings agreed to purchase
shares of Common Stock in an aggregate amount equal to 15,000,000 shares of Common Stock (the “Cannae Forward Purchase
Shares”), plus an aggregate of 5,000,000 redeemable warrants (the “Cannae Forward Purchase Warrants”)
to purchase one share of Common Stock at $11.50 per share of Common Stock, for an aggregate purchase price of $150,000,000 in a
private placement to occur concurrently with the closing of the Company’s initial Business Combination.
The Company has entered into a Forward Purchase
Agreement, dated as of the date hereof, in substantially the form filed as Exhibit 10.11 to the Registration Statement (the “THL
Forward Purchase Agreement” and, together with the Cannae Forward Purchase Agreement, the “Forward Purchase
Agreements”), with THL FTAC LLC (“THL”), pursuant to which THL agreed to purchase shares of Common
Stock in an aggregate amount equal to 15,000,000 shares of Common Stock (the “THL Forward Purchase Shares” and,
together with the Cannae Forward Purchase Shares, the “Forward Purchase Shares”), plus an aggregate of 5,000,000
redeemable warrants (the “THL Forward Purchase Warrants” and, together with Cannae Forward Purchase Warrants,
the “Forward Purchase Warrants”) to purchase one share of Common Stock at $11.50 per share of Common Stock,
for an aggregate purchase price of $150,000,000 in a private placement to occur concurrently with the closing of the Company’s
initial Business Combination. The Forward Purchase Warrants are substantially similar to the Warrants included in the Units, except
as described in the Prospectus.
The Company will enter into a Registration
and Stockholder Rights Agreement, dated as of the Closing Date, with the Sponsors and certain holders signatory thereto, in substantially
the form filed as Exhibit 10.2 to the Registration Statement (the “Registration and Stockholder Rights Agreement”),
pursuant to which the Company has granted certain registration rights in respect of the Private Placement Warrants and the shares
of Common Stock underlying the Private Placement Warrants, shares of Common Stock underlying the Founder Shares and any warrants
(which will be substantially similar to the Warrants included in the Units) that may be issued upon conversion of working capital
loans. Pursuant to each of the Forward Purchase Agreements, the Company has also granted certain registration rights in respect
of the Forward Purchase Shares and the shares of Common Stock underlying the Forward Purchase Warrants.
The Company has caused to be duly executed
and delivered certain letter agreements, each dated as of the Closing Date, by the Sponsors and each of the Company’s officers,
directors, and director nominees, in the forms filed as Exhibit 10.8 and Exhibit 10.9, respectively, to the Registration Statement
(each an “Insider Letter” and, together, the “Insider Letters”).
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
The Company will enter into an Administrative
Services Agreement, dated as of the Closing Date, with Cannae Holdings, in substantially the form filed as Exhibit 10.5 to the
Registration Statement (the “Administrative Services Agreement”), pursuant to which the Company will pay to
Cannae Holdings an aggregate monthly fee of $5,000 for certain office space, utilities and secretarial and administrative support.
1. Representations and Warranties. The Company represents and warrants to, and agrees with, each Underwriter as set
forth below in this Section 1.
(a)
The Company has prepared and filed with the Commission the Registration Statement (file number 333-238135) on Form S-1, including
the related Preliminary Prospectus, for registration under the Act of the offering and sale of the Securities. Such Registration
Statement, including any amendments thereto filed prior to the Execution Time, has become effective in accordance with Section
8(a) of the Act. The Company has filed one or more amendments thereto, including the related Preliminary Prospectus, each of which
has previously been furnished to you. The Company will file with the Commission the Prospectus in accordance with Rule 424(b).
As filed, such Prospectus shall contain all information required by the Act and, except to the extent the Representatives shall
agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the Execution Time
or, to the extent not completed at the Execution Time, shall contain only such specific additional information and other changes
(beyond that contained in the latest Preliminary Prospectus) as the Company has advised you, prior to the Execution Time, will
be included or made therein. The Company has complied to the Commission’s satisfaction with all requests of the Commission
for additional or supplemental information.
(b) On the Effective Date, the Registration Statement did, and when the Prospectus is first filed in accordance with Rule 424(b) and
on the Closing Date and on any date on which Option Securities are purchased, if such date is not the Closing Date (a “settlement
date”), the Prospectus (and any supplement thereto) will, comply in all material respects with the applicable requirements
of the Act; on the Effective Date and at the Execution Time, the Registration Statement did not and will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made, not misleading; as of the Applicable Time did not,
and on the Closing Date and any settlement date, any individual Written Testing-the-Waters Communication (as defined herein) will
not conflict with the information contained in the Registration Statement or the Statutory Prospectus, complied or will comply,
as applicable, in all material respects with the Act, when considered together with the Statutory Prospectus, and did not and
will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary
in order to make the statements therein, in light of the circumstances under which they were made, not misleading; and on the
date of any filing pursuant to Rule 424(b) and on the Closing Date and any settlement date, the Prospectus (together with any
supplement thereto) will not include any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,
however, that the Company makes no representations or warranties as to the information contained in or omitted from the
Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished
in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for inclusion in the Registration
Statement or the Prospectus (or any supplement thereto), it being understood and agreed that the only such information furnished
by any Underwriter consists of the information described as such in Section 8(b) hereof.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(c)
The Statutory Prospectus, as of the Applicable Time and on the Closing Date and any settlement date, did not and will not contain
any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided, however, that the Company
makes no representations or warranties as to the information contained in or omitted from the Statutory Prospectus in reliance
upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives
specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter
consists of the information described as such in Section 8(b) hereof.
(d) The Company has filed with the Commission a Form 8-A (file number 001-[●]) providing for the registration under the Exchange
Act of the Securities, which registration is currently effective on the date hereof. The Securities have been authorized for listing,
subject to official notice of issuance and evidence of satisfactory distribution, on the New York Stock Exchange, and the Company
knows of no reason or set of facts that is likely to adversely affect such authorization.
(e) The Commission has not issued any order or, to the Company’s knowledge, threatened to issue any order preventing or suspending
the effectiveness of the Registration Statement or the use of any Preliminary Prospectus, the Prospectus or any part thereof,
and has not instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order.
(f) (i) At the time of filing the Registration Statement and (ii) as of the Execution Time (with such date being used as the determination
date for purposes of this clause (ii)), the Company was and is an Ineligible Issuer (as defined in Rule 405).
(g) The Company has not prepared or used a Free Writing Prospectus.
(h) The Company has been duly incorporated and is validly existing in good standing under the laws of Delaware with full corporate
power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in
the Statutory Prospectus and the Prospectus and to enter into this Agreement, the Trust Agreement, the Warrant Agreement, the
Founders’ Purchase Agreement, the Warrant Subscription Agreement, the Forward Purchase Agreements, the Registration and
Stockholder Rights Agreement, the Insider Letters and the Administrative Services Agreement, and to carry out the transactions
contemplated hereby and thereby, and is duly qualified to do business as a foreign corporation and is in good standing under the
laws of each jurisdiction that requires such qualification.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(i) There is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus,
or to be filed as an exhibit thereto, which is not described or filed as required (and the Statutory Prospectus contains in all
material respects the same description of the foregoing matters contained in the Prospectus); and the statements in the Statutory
Prospectus and the Prospectus under the headings “Principal Stockholders,” “Certain Relationships and Related
Party Transactions,” and “Description of Securities” insofar as such statements summarize legal matters, agreements,
documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.
There are no business relationships or related party transactions involving the Company or any other person required by the Act
to be described in the Registration Statement or Prospectus that have not been described as required.
(j) The Company’s authorized equity capitalization is as set forth in the Statutory Prospectus and the Prospectus.
(k) All issued and outstanding securities of the Company have been duly and validly authorized and issued and are fully paid and nonassessable;
and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or
similar contractual rights granted by the Company. The offers and sales of the outstanding shares of Common Stock and Warrants
were at all relevant times either registered under the Act, the applicable state securities and blue sky laws or, based in part
on the representations and warranties of the purchasers of such shares of Common Stock and Warrants, exempt from such registration
requirements. The holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights
to subscribe for the Securities and, except as set forth in the Statutory Prospectus and the Prospectus, no options, warrants
or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any
securities for, shares of capital stock of or ownership interests in the Company are outstanding.
(l) The Securities have been duly authorized and when issued and delivered against payment by the underwriters pursuant to this Agreement,
will be validly issued.
(m) The shares of Common Stock included in the Units have been duly authorized and, when issued and delivered against payment for
the Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will
be validly issued, fully paid and nonassessable.
(n) The Warrants included in the Units, when authenticated, issued and delivered in the manner set forth in the Warrant Agreement
against payment for the Securities by the Underwriters pursuant to this Agreement, will be duly executed, authenticated, issued
and delivered, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance
with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’
rights generally from time to time in effect and by equitable principles of general applicability.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(o) The shares of Common Stock issuable upon exercise of the Warrants included in the Units, the Forward Purchase Warrants and the
Private Placement Warrants have been duly authorized and reserved for issuance upon exercise thereof and, when issued and delivered
against payment therefor pursuant to the Warrants, the Forward Purchase Agreements and the Private Placement Warrants, as applicable,
and the Warrant Agreement and registered in the Company’s register of members, will be validly issued, fully paid and nonassessable.
The holders of such shares of Common Stock are not and will not be subject to personal liability by reason of being such holders;
such shares of Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted by the
Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock
(other than such execution, countersignature and delivery at the time of issuance) has been duly and validly taken.
(p) Except as set forth in the Statutory Prospectus and the Prospectus, no holders of any securities of the Company or any rights
exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register
any such securities of the Company under the Act or to include any such securities in a registration statement to be filed by
the Company.
(q) No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons
controlling, controlled by, or under common control with the Company from its inception through and including the date hereof,
except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus.
(r) Neither the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities that are
required to be “integrated” pursuant to the Act with the offer and sale of the Underwritten Securities pursuant
to the Registration Statement.
(s) The Founder Shares issued on April 7, 2020 are duly authorized, validly issued, fully paid and nonassessable.
(t) The Private Placement Warrants, when delivered upon the consummation of this offering, will be duly executed, authenticated and
issued, and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their
terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’
rights generally from time to time in effect and by equitable principles of general applicability.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(u) This Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles
of general applicability.
(v) The Trust Agreement has been duly authorized, and will be duly executed and delivered by the Company, and, upon execution and
delivery and assuming due execution and delivery by CST, will be a valid and binding agreement of the Company, enforceable against
the Company, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar
laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(w) The Warrant Agreement has been duly authorized, and will be duly executed and delivered by the Company and, upon execution and
delivery and assuming due execution and delivery by CST, will be a valid and binding agreement of the Company, enforceable against
the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar
laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(x) The Founders’ Purchase Agreement has been duly authorized, executed and delivered by the Company and each of the Sponsors,
and is a valid and binding agreement of the Company and each of the Sponsors, enforceable against the Company and each of the
Sponsors in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar
laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(y) The Warrant Subscription Agreement has been duly authorized, executed and delivered by the Company and each of the Sponsors, and
is a valid and binding agreement of the Company and each of the Sponsors, enforceable against the Company and each of the Sponsors
in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting
creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(z) Each of the Forward Purchase Agreements has been duly authorized, executed and delivered by the Company, Cannae Holdings and THL,
as applicable, and is a valid and binding agreement of the Company, Cannae Holdings and THL, as applicable, enforceable against
the Company, Cannae Holdings and THL, as applicable, in accordance with its terms except as the enforceability thereof may be
limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and
by equitable principles of general applicability.
(aa) The Registration and Stockholder Rights Agreement has been duly authorized, and will be duly executed and delivered by the Company
and, upon execution and delivery, will be a valid and binding agreement of the Company, enforceable against the Company in accordance
with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’
rights generally from time to time in effect and by equitable principles of general applicability.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(bb) The Insider Letters to be executed by the Company, each of the Sponsors and, to the Company’s knowledge, each executive
officer, director and director nominee of the Company, have been duly authorized, and will be duly executed and delivered by the
Company, each of the Sponsors and, to the Company’s knowledge, each such executive officer, director and director nominee,
respectively, and, upon execution and delivery, will constitute valid and binding agreements of the Company, each of the Sponsors
and, to the Company’s knowledge, each such executive officer, director and director nominee, respectively, enforceable against
the Company, each of the Sponsors and, to the Company’s knowledge, each such executive officer, director and director nominee,
respectively, in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or
similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.
(cc) The Administrative Services Agreement has been duly authorized, and will be duly executed and delivered by the Company and, upon
execution and delivery and assuming due execution and delivery by Cannae Holdings, will be a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles
of general applicability.
(dd) The Company is not and, after giving effect to the offering and sale of the Securities and the application of the proceeds thereof
as described in the Statutory Prospectus and the Prospectus, will not be an “investment company” as defined
in the Investment Company Act of 1940, as amended.
(ee) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection
with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Founders’ Purchase Agreement,
the Warrant Subscription Agreement, the Forward Purchase Agreements, the Registration and Stockholder Rights Agreement, the Insider
Letters or the Administrative Services Agreement, except for the registration under the Act and the Exchange Act of the Securities
and such as may be required under state securities or blue sky laws of any jurisdiction in connection with the purchase and distribution
of the Securities by the Underwriters in the manner contemplated herein and in the Statutory Prospectus and the Prospectus.
(ff) The Company is not in violation or default of (i) any provision of its Amended and Restated Certificate of Incorporation or Amended
and Restated Bylaws and, (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement
or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is
subject, or (iii) any (x) statute, law, rule, regulation, or (y) judgment, order or decree of any court, regulatory body, administrative
agency, governmental body, arbitrator or other authority having jurisdiction over the Company; except in the case of clauses (ii)
and (iii) above for any such conflict, breach or violation that would not, individually or in the aggregate, be reasonably expected
to have a material adverse effect on the financial condition, prospects, earnings, business or properties of the Company, taken
as a whole, whether or not arising from transactions in the ordinary course of business (a “Material Adverse Effect”).
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(gg) Neither the issue and sale of the Securities nor the consummation of any other of the transactions herein contemplated nor the
fulfillment of the terms hereof or of the Trust Agreement, the Warrant Agreement, the Founders’ Purchase Agreement, the
Warrant Subscription Agreement, the Forward Purchase Agreements, the Registration and Stockholder Rights Agreement, the Insider
Letters or the Administrative Services Agreement will conflict with, result in a breach or violation of, or imposition of any
lien, charge or encumbrance upon any property or assets of the Company pursuant to, (i) the Amended and Restated Certificate of
Incorporation or Amended and Restated Bylaws of the Company, (ii) the terms of any indenture, contract, lease, mortgage, deed
of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company
is a party or bound or to which the Company’s property is subject, or (iii) any statute, law, rule, or regulation, judgment,
order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator
or other authority having jurisdiction over the Company or any of its respective properties.
(hh) No holders of securities of the Company have rights to the registration of such securities under the Registration Statement.
(ii) The historical financial statements, including the notes thereto and the supporting schedules, if any, of the Company included
in the Statutory Prospectus, the Prospectus and the Registration Statement present fairly the financial condition, results of
operations and cash flows of the Company as of the dates and for the periods indicated, comply as to form with the applicable
accounting requirements of the Act and have been prepared in conformity with generally accepted accounting principles applied
on a consistent basis throughout the periods involved (except as otherwise noted therein). The summary financial data set forth
under the caption “Summary Financial Data” in the Statutory Prospectus, Prospectus and Registration Statement fairly
present, on the basis stated in the Statutory Prospectus, Prospectus and Registration Statement, the information included therein.
The Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations),
or other relationships with unconsolidated entities or other persons that may have a material current or future effect on the
Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital
resources, or significant components of revenues or expenses. The statistical, industry-related and market-related data included
in the Registration Statement, the Statutory Prospectus and the Prospectus are based on or derived from sources that the Company
reasonably and in good faith believes are reliable and accurate, and such data agree with the sources from which they are derived.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(jj) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the
Company or either of the Sponsors, or the property of any of them is pending or, to the knowledge of the Company, threatened that
(i) would reasonably be expected to have a material adverse effect on the performance of this Agreement or the consummation of
any of the transactions contemplated hereby by the Company or (ii) would reasonably be expected to have a Material Adverse Effect,
except as set forth in or contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
(kk) The Company owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.
(ll) WithumSmith+Brown, PC (“Withum”), who has certified certain financial statements of the Company and delivered
its report with respect to the audited financial statements and schedules included in the Registration Statement, Statutory Prospectus
and the Prospectus, is a registered public accounting firm that is independent with respect to the Company within the meaning
of the Act and the Exchange Act and the applicable published rules and regulations thereunder.
(mm) The Company maintains effective “disclosure controls and procedures” (as defined under Rule 13a-15(e) under the Exchange
Act to the extent required by such rule).
(nn) Solely to the extent that the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission
thereunder (the “Sarbanes-Oxley Act”) have been applicable to the Company, there is and has been no failure
on the part of the Company to comply in all material respects with the applicable provisions of the Sarbanes-Oxley Act.
(oo) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s officers
or directors, in their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date
the Company will be in compliance with, Section 303A of the New York Stock Exchange Listed Company Manual. Further, there is and
has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s officers or directors,
in their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date the Company
will be in compliance with, the phase-in requirements and all other provisions of the New York Stock Exchange LLC corporate governance
requirements set forth in the New York Stock Exchange Listed Company Manual.
(pp) There are no transfer, stamp, issue, registration, documentary or other similar taxes, duties, fees or charges under U.S. federal
law or the laws of any state, or any political subdivision thereof, or under the laws of any non-U.S. jurisdiction, required to
be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Securities.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(qq) The Company has filed all tax returns (including U.S. federal, state and non-U.S.) that are required to be filed by it or has
requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) through
the date hereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it,
to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently
being contested in good faith and for which adequate reserves required by generally accepted accounting principles have been created
with respect thereto or as would not be reasonably expected to have a Material Adverse Effect, except as set forth in or contemplated
in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
(rr) The Company possesses all licenses, certificates, permits and other authorizations issued by the appropriate federal, state or
foreign regulatory authorities necessary to conduct its business, and the Company has not received any notice of proceedings relating
to the revocation or modification of any such license, certificate, authorization or permit that, singly or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect, except as set forth in or
contemplated in the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
(ss) None of the Company, the Sponsors or, to the knowledge of the Company, any director, director nominee, officer, agent, employee,
affiliate or other person associated with or acting on behalf of the Company; (i) has used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) has made any direct or indirect
unlawful contribution or payment to any official of, or candidate for, or any employee of, any federal, state or foreign office
from corporate funds; (iii) has made any bribe, unlawful rebate, payoff, influence payment, kickback or other unlawful payment;
or (iv) is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the OECD
Convention on Bribery of Foreign Public Officials in International Business Transactions (“OECD Convention”),
the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (collectively, the “FCPA”)
or any similar law or regulation to which the Company, any director, director nominee, officer, agent, employee, affiliate or
other person associated with or acting on behalf of the Company is subject. The Company, each of the Sponsors and, to the knowledge
of the Company, its directors, director nominees, officers, agents, employees and affiliates have each conducted the business
of the Company and their own businesses on behalf of the Company in compliance with the FCPA and any applicable similar law or
regulation and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue
to ensure, continued compliance therewith.
(tt) The operations of the Company are and have been conducted at all times in compliance with applicable financial record-keeping
and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the Currency
and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of jurisdictions where the
Company conducts business, the applicable rules and regulations thereunder and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and
no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the
Company with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(uu) None of the Company, the Sponsors or, to the knowledge of the Company, any director, director nominee, officer, agent or affiliate
of the Company is currently subject to any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”) or any similar sanctions imposed by any other body, governmental or other, to which any
of such persons is subject (collectively, “other economic sanctions”); and the Company will not directly or
indirectly use the proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to any subsidiary,
joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to
any sanctions administered by OFAC or other economic sanctions.
(vv) Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company (i) does not have
any material lending or other relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend
to use any of the proceeds from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of any
of the Underwriters.
(ww) All information contained in the questionnaires (the “Questionnaires”) completed by the Sponsors and, to the
knowledge of the Company, the Company’s officers, directors and director nominees and provided to the Underwriters as an
exhibit to his or her Insider Letter, is true and correct in all material respects and the Company has not become aware of any
information that would cause the information disclosed in the Questionnaires completed by the Sponsors or the Company’s
officers, directors and director nominees to become inaccurate and incorrect in any material respect.
(xx) Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, prior to the date hereof, the
Company has not identified any acquisition target and has not, nor, to its knowledge, has anyone on its behalf, initiated contact
with any prospective acquisition target or had any substantive discussions, formal or otherwise, with respect to a possible initial
Business Combination, or undertaken, or engaged or retained any agent or other representative to undertake, any research, diligence,
evaluations or similar activities to identify, locate or contact any suitable acquisition candidate.
(yy) Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, there are no claims, payments,
arrangements, contracts, agreements or understandings relating to the payment of a brokerage commission or finder’s, consulting,
origination or similar fee by the Company or either of the Sponsors with respect to the sale of the Securities hereunder or any
other arrangements, agreements or understandings of the Company, either of the Sponsors or any officer or director of the Company,
or their respective affiliates, that may affect the Underwriters’ compensation, as determined by the Financial Industry
Regulatory Authority, Inc. (“FINRA”).
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(zz) Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, the Company has not made any direct
or indirect payments (in cash, securities or any other “item of value” as defined in Rule 5110(c)(3) of FINRA’s
Conduct Rules); (i) to any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising
capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any person
that, to the Company’s knowledge, has been accepted by FINRA as a member of FINRA (a “Member”); or (iii)
to any person or entity that, to the Company’s knowledge, has any direct or indirect affiliation or association with any
Member, within the twelve months prior to the Effective Date, other than payments to the Underwriters pursuant to this Agreement.
(aaa) Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, during the period beginning 180
days prior to the initial filing of the Registration Statement and ending on the Effective Date, no Member and/or any person associated
or affiliated with a Member has provided any investment banking, and/or broker dealer services to the Company.
(bbb) Except as disclosed in the FINRA Questionnaires provided to the Representatives, no officer, director, or beneficial owner of
any class of the Company’s securities (whether debt or equity, registered or unregistered, regardless of the time acquired
or the source from which derived) (any such individual or entity, a “Company Affiliate”) is a Member or a person
associated or affiliated with a Member.
(ccc) Except as disclosed in the FINRA Questionnaires provided to the Representatives, no Company Affiliate is an owner of shares or
other stock of any Member (other than securities purchased on the open market).
(ddd) No Company Affiliate has made a subordinated loan to any Member.
(eee) Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, no proceeds from the sale of the
Underwritten Securities (excluding underwriting compensation as disclosed in the Registration Statement, Statutory Prospectus
and the Prospectus) will be paid by the Company to any Member, or any persons associated or affiliated with a Member.
(fff) The Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a
potential underwriter in the Offering or a related person (as defined by FINRA rules) of such an underwriter within the 180-day
period prior to the initial filing date of the Registration Statement.
(ggg) Except for the issuance of securities to the Sponsors, no person to whom securities of the Company have been privately issued
within the 180-day period prior to the initial filing date of the Registration Statement has to the Company’s knowledge
any relationship or affiliation or association with any Member.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(hhh) To the Company’s knowledge, no Member intending to participate in the Offering has a conflict of interest with the Company.
For this purpose, a “conflict of interest” means, if at the time of the Member’s participation in the Offering,
any of the following applies: (A) the securities are to be issued by the Member; (B) the Company controls, is controlled by or
is under common control with the Member or the Member’s associated persons; (C) at least 5% of the net offering proceeds,
not including underwriting compensation, are intended to be: (i) used to reduce or retire the balance of a loan or credit facility
extended by the Member, its affiliates and its associated persons, in the aggregate; or (ii) otherwise directed to the Member,
its affiliates and associated persons, in the aggregate; or (D) as a result of the Offering and any transactions contemplated
at the time of the Offering: (i) the Member will be an affiliate of the Company; (ii) the Member will become publicly owned; or
(iii) the Company will become a Member or form a broker-dealer subsidiary.
(iii) The Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be
expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security
of the Company to facilitate the sale or resale of the Securities.
(jjj) The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other
entity.
(kkk) No relationship, direct or indirect, exists between or among any of the Company or any affiliate of the Company, on the one hand,
and any director, director nominee, officer, stockholder, special advisor, customer or supplier of the Company or any affiliate
of the Company, on the other hand, which is required by the Act or the Exchange Act to be described in the Registration Statement,
Statutory Prospectus or the Prospectus that is not described as required. There are no outstanding loans, advances (except normal
advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the
benefit of any of the officers, directors or director nominees of the Company or any of their respective family members, except
as disclosed in the Registration Statement, Statutory Prospectus and the Prospectus. The Company has not extended or maintained
credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any
director or officer of the Company.
(lll) The Company has not offered, or caused the Underwriters to offer, the Underwritten Securities to any person or entity with the
intention of unlawfully influencing: (i) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s
or supplier’s level or type of business with the Company or such affiliate or (ii) a journalist or publication to write
or publish favorable information about the Company or any such affiliate.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(mmm) Upon delivery and payment for the Units on the Closing Date, the Company will not be subject to Rule 419 under the Act and none
of the Company’s outstanding securities will be deemed to be a “penny stock” as defined in Rule 3a51-1 under
the Exchange Act.
(nnn) From the time of the initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first
date on which the Company engaged, directly or through any Person authorized to act on its behalf, in any Testing-the-Waters Communication)
through the Execution Time, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of
the Act (an “Emerging Growth Company”). “Testing-the-Waters Communication” means any oral or written
communication with potential investors undertaken in reliance on Section 5(d) of the Act.
(ooo) The Company (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with
the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under
the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act and (ii) has not authorized
anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms that the Representatives
have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any
Written Testing-the-Waters Communications other than those listed on Schedule III hereto. “Written Testing-the-Waters Communication”
means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act.
Any certificate signed by any officer of
the Company and delivered to the Representatives or counsel for the Underwriters in connection with the Offering shall be deemed
a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
2. Purchase
and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth,
the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company,
at a purchase price of $9.80 per Unit, the amount of the Underwritten Securities set forth opposite such Underwriter’s name
in Schedule I hereto.
(b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby
grants an option to the several Underwriters to purchase, severally and not jointly, up to 11,250,000 Option Securities at the
same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only
to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole
or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representatives to
the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the
settlement date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of
the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the
Underwritten Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to eliminate
any fractional shares.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of
Section 2(a) of this Agreement, and subject to Section 5(gg), the Company hereby agrees to pay to the
Underwriters a deferred discount of $0.35 per Unit (including both Underwritten Securities and Option Securities) purchased hereunder
(the “Deferred Discount”). The Underwriters hereby agree that if no Business Combination is consummated within
the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of
the shares of Common Stock included in the Securities sold pursuant to this Agreement (the “Public Stockholders”),
(i) the Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement
is authorized to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.
3. Delivery and Payment. Delivery of and payment for the Underwritten Securities and the Option Securities (if the option
provided for in Section 2 hereof shall have been exercised on or before the third Business Day prior to the Closing
Date) shall be made at 9:00 a.m., New York City time, on [●], 2020, or at such time on such later date not more than three
Business Days after the foregoing date as the Representatives shall designate, which date and time may be postponed by agreement
between the Representatives and the Company or as provided in Section 9 hereof (such date and time of delivery and
payment for the Securities being herein called the “Closing Date”). Delivery of the Securities shall be made
to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through
the Representatives of the purchase price thereof by wire transfer payable in same-day funds to an account specified by the Company
and to the Trust Account as described below in this Section 3. Delivery of the Underwritten Securities and the Option
Securities shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives
shall otherwise instruct.
(a) Payment for the Underwritten Securities shall be made as follows: $750,000,000 of the net proceeds for the Underwritten Securities
(including $26,250,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement
along with such portion of the gross proceeds of the Private Placement Warrants in order for the Trust Account to equal the product
of the number of Units sold and the Public Offering price per Unit as set forth on the cover of the Prospectus upon delivery to
the Representatives of the Underwritten Securities through the facilities of DTC or, if the Representatives have otherwise instructed,
upon delivery to the Representatives of certificates (in form and substance satisfactory to the Representatives) representing
the Underwritten Securities, in each case for the account of the Underwriters. The Underwritten Securities shall be registered
in such name or names and in such authorized denominations as the Representatives may request in writing at least two Business
Days prior to the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives
to examine and package the Underwritten Securities for delivery, at least one Business Day prior to the Closing Date. The Company
shall not be obligated to sell or deliver the Underwritten Securities except upon tender of payment by the Representatives for
all the Underwritten Securities.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(b) Payment for the Option Securities shall be made as follows: $9.80 per Option Security (including $0.35 per Option Security of
Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement upon delivery to the Representatives
of the Option Securities through the facilities of DTC or, if the Representatives have otherwise instructed, upon delivery to
the Representatives of certificates (in form and substance satisfactory to the Representatives) representing the Option Securities
(or through the facilities of DTC) for the account of the Underwriters. The Option Securities shall be registered in such name
or names and in such authorized denominations as the Representatives may request in writing at least two Business Days prior to
the Closing Date. If delivery is not made through the facilities of DTC, the Company will permit the Representatives to examine
and package the Option Securities for delivery, at least one Business Day prior to the Closing Date. The Company shall not be
obligated to sell or deliver the Option Securities except upon tender of payment by the Representatives for all the Option Securities.
If
the option provided for in Section 2 hereof is exercised
after the second Business Day prior to the Closing Date, the Company will deliver the Option Securities (at the expense of the
Company) to Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, New York, 10010, on the date specified by the
Representatives (which shall be at least two Business Days after exercise of said option) for the respective accounts of the several
Underwriters, against payment by the several Underwriters through the Representatives of the purchase price thereof to the Trust
Account as described above in Section 3(b). If settlement
for the Option Securities occurs after the Closing Date, the Company will deliver to the Representatives on the settlement date
for the Option Securities, and the obligation of the Underwriters to purchase the Option Securities shall be conditioned upon receipt
of, supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered
on the Closing Date pursuant to Section 6 hereof.
4. Offering
by Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as
set forth in the Prospectus (the “Offering”).
5. Agreements.
The Company agrees with the several Underwriters that:
(a) Prior to the termination of the Offering, the Company will not file any amendment to the Registration Statement or supplement
to the Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished you a copy for your review prior
to filing and will not file any such proposed amendment, supplement or Rule 462(b) Registration Statement to which you reasonably
object. The Company will cause the Prospectus, properly completed, and any supplement thereto to be filed in a form approved by
the Representatives with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed
and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives
(i) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule
424(b) or when any Rule 462(b) Registration Statement or any Written Testing-the-Waters Communication shall have been filed with
the Commission, (ii) when, prior to termination of the Offering, any amendment to the Registration Statement shall have been filed
or become effective, (iii) of any request by the Commission or its staff for any amendment of the Registration Statement, any
Rule 462(b) Registration Statement or any Written Testing-the-Waters Communication or for any supplement to the Prospectus or
for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement or any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Written Testing-the-Waters
Communication, or of the institution of any proceedings for that purpose or pursuant to Section 8A of the Act and (v) of the receipt
by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction
or the institution or threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance
of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon
such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from
such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration
statement and using its best efforts to have such amendment or new registration statement declared or become effective as soon
as practicable.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(b) If, at any time prior to the filing of the Prospectus pursuant to Rule 424(b), any event or development occurs as a result of
which the Statutory Prospectus would include any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein in the light of the circumstances under which they were made at such time not misleading,
the Company will (i) notify promptly the Representatives so that any use of the Statutory Prospectus may cease until it is amended
or supplemented; (ii) amend or supplement the Statutory Prospectus to correct such statement or omission; and (iii) supply any
amendment or supplement to you in such quantities as you may reasonably request.
(c) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances
where such requirement may be satisfied pursuant to Rule 172), any event or development occurs as a result of which the Prospectus
as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements therein in the light of the circumstances under which they were made at such time not misleading, or if
it shall be necessary to amend the Registration Statement or supplement the Prospectus to comply with the Act or the rules thereunder,
the Company promptly will (i) notify the Representatives of any such event; (ii) prepare and file with the Commission, subject
to the second sentence of paragraph (a) of this Section 5, an amendment or supplement that will correct
such statement or omission or effect such compliance; and (iii) supply any supplemented Prospectus to you in such quantities as
you may reasonably request.
|
Credit Suisse Securities (USA) LLC
|
|
|
BofASecurities,Inc.
|
[●], 2020
|
(d) As soon as practicable, the Company will make generally available to its security holders and to the Representatives an earnings
statement or statements of the Company and its subsidiaries that will satisfy the provisions of Section 11(a) of the Act and Rule
158.
(e) The Company will not make any offer relating to the Units that constitutes or would constitute a Free Writing Prospectus or a
portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Act.
(f) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration
Statement (including exhibits thereto) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto)
and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where
such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus and any
supplement thereto as the Representatives may reasonably request. The Company will pay the expenses of printing or other production
of all documents relating to the Offering.
(g) The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions
as the Representatives may designate and will maintain such qualifications in effect so long as required for the distribution
of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction
where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those
arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.
(h) The Company will not, without the prior written consent of the Representatives, (x) offer, sell, contract to sell, pledge or otherwise
dispose of (or enter into any transaction that is designed to, or might reasonably be expected to, result in the disposition (whether
by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate of
the Company or any person in privity with the Company or any affiliate of the Company), directly or indirectly, including the
filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase
a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange
Act with respect to, any other Units, shares of Common Stock, Warrants or any securities convertible into, or exercisable, or
exchangeable for, shares of Common Stock or publicly announce an intention to effect any such transaction during the period commencing
on the date hereof and ending 180 days after the date of this Agreement; provided, however, that the Company may
(1) issue and sell the Private Placement Warrants, (2) issue and sell the Option Securities upon the exercise of the option provided
for in Section 2 hereof, (3) issue and sell the Forward Purchase Shares and the Forward Purchase Warrants, (4) register
with the Commission pursuant to the Registration and Stockholder Rights Agreement, in accordance with the terms of the Registration
and Stockholder Rights Agreement, the resale of the securities covered thereby and (5) issue securities in connection with a Business
Combination, or (y) release the Sponsors or any officer, director or director nominee from the 180-day lock-up set forth in Section
[5(b)] of the Insider Letters.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
(i) The Company will not take, directly or indirectly,
any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange
Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of
the Securities.
(j) The Company agrees to pay the costs and expenses
relating to the following matters; (i) the preparation, printing or reproduction and filing with the Commission of the Registration
Statement (including financial statements and exhibits thereto), each Preliminary Prospectus, the Prospectus and each amendment
or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges
for counting and packaging) of such copies of the Registration Statement, each Preliminary Prospectus, the Prospectus and all amendments
or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of
the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including
any stamp or transfer taxes in connection with the original issuance and sale of the Securities; (iv) the printing (or reproduction)
and delivery of this Agreement and all other agreements or documents printed (or reproduced) and delivered in connection with the
Offering; (v) the registration of the Securities under the Exchange Act and the listing of the Securities on the New York Stock
Exchange; (vi) the printing and delivery of a preliminary blue sky memorandum, any registration or qualification of the Securities
for offer and sale under the securities or blue sky laws of the several states and any filings required to be made with FINRA (including
filing fees and the reasonable and documented fees and expenses of counsel for the Underwriters relating to such filings, memorandum,
registration and qualification in an aggregate amount up to $25,000); (vii) the transportation and other expenses incurred by or
on behalf of the Company (and not the Underwriters) in connection with presentations to prospective purchasers of the Securities;
(viii) the fees and expenses of the Company’s accountants and the fees and expenses of counsel for the Company (including
local and special counsel); and (ix) all other costs and expenses incident to the performance by the Company of its obligations
hereunder.
(k) For a period commencing on the Effective Date and
ending five (5) years from the date of the consummation of the Business Combination or until such earlier time at which the Liquidation
occurs, the Company will use its best efforts to maintain the registration of the shares of Common Stock (or such other security
into which the shares of Common Stock may be exchanged in connection with a Business Combination) under the provisions of the Exchange
Act, except after giving effect to a going private transaction after the completion of a Business Combination. The Company will
not deregister the shares of Common Stock under the Exchange Act (except in connection with an exchange of the shares of Common
Stock pursuant to a Business Combination or a going private transaction after the completion of a Business Combination) without
the prior written consent of the Representatives.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
(l) The Company shall, on the date hereof, retain
its independent registered public accounting firm to audit the balance sheet of the Company as of the Closing Date (the “Audited
Balance Sheet”) reflecting the receipt by the Company of the proceeds of the Offering on the Closing Date. As soon as
the Audited Balance Sheet becomes available, the Company shall promptly, but not later than four Business Days after the Closing
Date, file a Current Report on Form 8-K with the Commission, which Report shall contain the Company’s Audited Balance Sheet.
Additionally, upon the Company’s receipt of the proceeds from the exercise of all or any portion of the option provided for
in Section 2 hereof, the Company shall promptly, but not later than four Business Days after the receipt of such proceeds,
file a Current Report on Form 8-K with the Commission, which report shall disclose the Company’s sale of the Option Securities
and its receipt of the proceeds therefrom.
(m) For a period commencing on the Effective Date
and ending five (5) years from the date of the consummation of the Business Combination or until such earlier time at which the
Liquidation occurs or the shares of Common Stock and Warrants cease to be publicly traded, the Company, at its expense, shall cause
its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements
for each of the first three fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company’s
Quarterly Report on Form 10-Q and the mailing, if any, of quarterly financial information to stockholders.
(n)
For a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the Business
Combination or until such earlier time at which the Liquidation occurs, the Company shall, to the extent such information or documents
are not otherwise publicly available, upon written request from the Representatives, furnish to the Representatives copies of
such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders
of any class of securities, and, to the extent such information or documents are not otherwise publicly available, upon written
request from the Representatives, promptly furnish to the Representatives: (i) a copy of such registration statements, financial
statements and periodic and special reports as the Company shall be required to file with the Commission and from time to time
furnishes generally to holders of any such class of its securities; and (ii) such additional documents and information with respect
to the Company and the affairs of any future subsidiaries of the Company as the Representatives may from time to time reasonably
request, all subject to the execution of a satisfactory confidentiality agreement. Any registration statements, financial statements,
periodic and special reports or other additional documents referred to in the preceding sentence filed on the Commission’s
EDGAR website will be considered furnished for the purposes of this section.
(o) For a period commencing on the Effective Date and
ending five (5) years from the date of the consummation of the Business Combination or until such earlier time at which the Liquidation
occurs or the shares of Common Stock and Warrants cease to be publicly traded, the Company shall retain a transfer and warrant
agent.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
(p) In no event will the amounts payable by the Company
for office space, utilities and secretarial and administrative support exceed $5,000 per month in the aggregate until the earlier
of the date of the consummation of the Business Combination or the Liquidation.
(q) The Company will not consummate a Business Combination
with any entity that is affiliated with either of the Sponsors or any of the Company’s officers or directors unless it obtains
an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, that
such Business Combination is fair to the Company from a financial point of view. The Company may pay the Sponsors or any of the
Company’s officers or directors, or any entity with which they are affiliated, a finder’s fee, consulting fee or other
compensation in connection with identifying, investigating and completing the Business Combination; provided however, that
no such payment shall be made from the proceeds of the Offering deposited in the Trust Account prior to the consummation of the
Business Combination.
(r)
The Company will apply the net proceeds from the Offering and the sale of the Private Placement Warrants received by it
in a manner consistent in all material respects with the applications described under the caption “Use of Proceeds”
in the Statutory Prospectus and the Prospectus.
(s)
For a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation
or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition
services, or has provided or will provide any investment banking, and/or broker dealer services to the Company, the Company agrees
that it shall promptly provide to FINRA (via a FINRA submission), the Representatives and their counsel a notification prior to
entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the person or entity
providing any such services; (ii) complete details of all such services and copies of all agreements governing such services prior
to entering into the agreement or transaction; and (iii) justification as to why the value received by any person or entity for
such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure of such arrangement
or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which the Company may file
in connection with the Business Combination for purposes of offering redemption of shares held by its stockholders or for soliciting
stockholder approval, as applicable.
(t)
The Company shall advise FINRA, the Representatives and their counsel if it is aware that any 5% or greater stockholder
of the Company becomes an affiliate or associated person of a Member participating in the distribution of the Securities.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
(u)
The Company shall cause the proceeds of the Offering and the sale of the Private Placement Warrants to be held in the Trust
Account to be invested only in United States government treasury bills with a maturity of 185 days or less or in money market
funds meeting certain conditions under Rule 2a-7 under the Investment Company Act as set forth in the Trust Agreement and disclosed
in the Statutory Prospectus and the Prospectus. The Company will otherwise conduct its business in a manner so that it will not
become subject to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it will not be
required to register as an investment company under the Investment Company Act.
(v)
During the period prior to the Company’s initial Business Combination or Liquidation, the Company may instruct the trustee
under the Trust Agreement to release from the Trust Account, solely from interest income, if any, earned on the funds held in
the Trust Account, the amounts necessary to pay income tax obligations. Otherwise, all funds held in the Trust Account (including
any interest income earned on the amounts held in the Trust Account (which interest shall be net of any taxes payable)) will remain
in the Trust Account until the earlier of (A) the completion of the Company’s initial Business Combination, (B) the redemption
of shares of Common Stock tendered in connection with a stockholder vote to amend the Company’s Amended and Restated Certificate
of Incorporation (i) to modify the substance or timing of the Company’s obligation to redeem 100% of Ordinary Shares held
by Public Stockholders if the Company does not complete the Business Combination within 24 months of the Closing Date or (ii)
with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity, or (C)
the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released
to the Company if the proceeds of the Offering held outside of the Trust Account are not sufficient to cover the costs and expenses
associated with implementing the Company’s plan of dissolution.
(w)
The Company will reserve and keep available that maximum number of its authorized but unissued securities that are issuable upon
exercise of any of the Warrants, the Private Placement Warrants, the Forward Purchase Warrants outstanding from time to time and
the conversion of the Founder Shares.
(x)
Prior to the consummation of a Business Combination or the Liquidation, the Company shall not issue any shares of Common Stock,
Warrants or any options or other securities convertible into shares of Common Stock, or any shares of preferred stock, in each
case, that participate in any manner in the Trust Account or that vote as a class with the shares of Common Stock on a Business
Combination.
(y)
The Company’s audit committee will review on a quarterly basis all payments made to the Sponsors, to the Company’s
officers or directors, or to the Company’s or any of such other persons’ respective affiliates.
(z)
The Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under
the Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts to prevent
any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in Rule 3a-51-1
under the Exchange Act during such period.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
(aa)
To the extent required by Rule 13a-15(e) under the Exchange Act, the Company will maintain “disclosure controls and procedures”
(as defined under Rule 13a-15(e) under the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable
assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions
are recorded as necessary in order to permit preparation of financial statements in accordance with GAAP and to maintain accountability
for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization,
and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.
(bb)
The Company will use commercially reasonable efforts to effect and maintain the listing of the Units, shares of Common Stock and
Warrants on the New York Stock Exchange (or another national securities exchange) prior to the consummation of the Business Combination.
(cc)
As soon as legally required to do so, the Company and its directors and officers, in their capacities as such, shall take all
actions necessary to comply with any applicable provisions of the Sarbanes-Oxley Act, including Section 402 related to loans and
Sections 302 and 906 related to certifications, and to comply with the New York Stock Exchange Listed Company Manual.
(dd)
The Company shall not take any action or omit to take any action that would cause the Company to be in breach or violation of
its Amended and Restated Certificate of Incorporation, as amended, or its Amended and Restated Bylaws, as amended.
(ee)
The Company will seek to have all vendors, service providers (other than independent accountants), prospective target businesses,
lenders or other entities with which it does business enter into agreement waiving any right, title, interest or claim of any
kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders. The Company may forego obtaining
such waivers only if the Company shall have received the approval of its Chief Executive Officer.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
(ff)
The Company may consummate the initial Business Combination and conduct redemptions of shares of Common Stock for cash upon consummation
of such Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including
the filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same financial
and other information about the initial Business Combination and the redemption rights as is required under the Commission’s
proxy rules and will provide each stockholder of the Company with the opportunity prior to the consummation of the initial Business
Combination to redeem the shares of Common Stock held by such stockholder for an amount of cash equal to (A) the aggregate amount
then on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, representing
(x) the proceeds held in the Trust Account from the Offering and the sale of the Private Placement Warrants and (y) any interest
income earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, divided by (B)
the total number of shares of Common Stock sold as part of the Units in the Offering (the “Public Stock”) then
outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder vote is required by law or
stock exchange listing requirement in connection with the initial Business Combination or the Company decides to hold a stockholder
vote for business or other legal reasons, the Company will submit such Business Combination to the Company’s stockholders
for their approval (“Business Combination Vote”). With respect to the initial Business Combination Vote, if
any, each of the Sponsors, officers and directors have agreed to vote all of their Founder Shares and any other shares of Common
Stock purchased during or after the Offering in favor of the Company’s initial Business Combination. If the Company seeks
stockholder approval of the initial Business Combination, the Company will offer to each Public Stockholder holding shares of
Common Stock the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the
Commission at a per share redemption price (the “Redemption Price”) equal to (I) the aggregate amount then
on deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, representing
(1) the proceeds held in the Trust Account from the Offering and certain of the proceeds from the sale of the Private Placement
Warrants and (2) any interest income earned on the funds held in the Trust Account not previously released to the Company to pay
income taxes, divided by (II) the total amount of Public Stock then outstanding. If the Company seeks stockholder approval of
the initial Business Combination, the Company may proceed with such Business Combination only if a majority of the outstanding
shares of Common Stock and Founders Shares, voted as a single class by the stockholders at a duly held stockholders’ meeting
are voted to approve such Business Combination. If, after seeking and receiving such stockholder approval, the Company elects
to so proceed, it will redeem shares, at the Redemption Price, from those Public Stockholders who affirmatively requested such
redemption. Only Public Stockholders holding shares of Common Stock who properly exercise their redemption rights, in accordance
with the applicable tender offer or proxy materials related to such Business Combination and the Amended and Restated Certificate
of Incorporation or Amended and Restated Bylaws of the Company, shall be entitled to receive distributions from the Trust Account
in connection with an initial Business Combination, and the Company shall pay no distributions with respect to any other holders
of shares of capital stock of the Company in connection therewith. In the event that the Company does not effect a Business Combination
by twenty-four (24) months from the closing of the Offering, the Company will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the
Public Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (including
interest not previously released to the Company to pay income taxes, and less up to $100,000 of interest to pay dissolution expenses),
divided by the amount of then outstanding Public Stock, which redemption will completely extinguish Public Stockholders’
rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. Only Public Stockholders holding
shares of Common Stock included in the Securities shall be entitled to receive such redemption amounts and the Company shall pay
no such redemption amounts or any distributions in liquidation with respect to any other shares of capital stock of the Company.
Each of the Sponsors and the Company’s officers and directors have agreed that they will not propose any amendment to the
Company’s Amended and Restated Certificate of Incorporation that would affect (i) the substance or timing of the Company’s
obligation to redeem 100% of the outstanding Public Stock if the Company has not consummated a Business Combination within twenty-four
(24) months from the closing of the Offering or (ii) any other provision relating to the Public Stockholders’ rights or
pre-Business Combination activity unless the Company offers to redeem the Public Stock in connection with such amendment, as described
in the Statutory Prospectus and Prospectus.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
(gg)
In the event that the Company desires or is required by an applicable law or regulation to cause an announcement (“Business
Combination Announcement”) to be placed in The Wall Street Journal, The New York Times or any other news or media publication
or outlet or to be made via a public filing with the Commission announcing the consummation of the Business Combination that indicates
that the Underwriters were the underwriters in the Offering, the Company shall supply the Representatives with a draft of the
Business Combination Announcement and provide the Representatives with a reasonable advance opportunity to comment thereon, subject
to the agreement of the Underwriters to keep confidential such draft announcement in accordance with the Representatives’
standard policies regarding confidential information.
(hh)
Subject to the provisions of this paragraph, upon the consummation of the initial Business Combination, the Company and the Representatives
will jointly direct the Trustee to pay the Representatives, on behalf of the Underwriters, the Deferred Discount out of the proceeds
of the Offering held in the Trust Account. The Underwriters shall have no claim to payment of any interest earned on the portion
of the proceeds held in the Trust Account representing the Deferred Discount. If the Company fails to consummate its initial Business
Combination within twenty-four (24) months from the closing of the Offering, the Deferred Discount will not be paid to the Representatives
and will, instead, be included in the Liquidation distribution of the proceeds held in the Trust Account made to the Public Stockholders.
In connection with any such Liquidation, the Underwriters forfeit any rights or claims to the Deferred Discount.
(ii)
The Company will endeavor in good faith, in cooperation with the Representatives, to qualify the Securities for offering and sale
under the securities laws of such jurisdictions as the Representatives may reasonably designate, provided that no such
qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to service of general
process or to taxation as a foreign corporation doing business in such jurisdiction. Until the earliest of (i) the date on which
all Underwriters shall have ceased to engage in market-making activities in respect of the Securities, (ii) the date on which
the Securities are listed on the New York Stock Exchange (or any successor thereto), (iii) a going private transaction after the
completion of a Business Combination, and (iv) the date of the liquidation of the Company, in each jurisdiction where such qualification
shall be effected, the Company will, unless the Representatives agree that such action is not at the time necessary or advisable,
use all reasonable efforts to file and make such statements or reports at such times as are or may be required to qualify the
Securities for offering and sale under the securities laws of such jurisdiction.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
(jj)
If at any time following the distribution of any Written Testing-the-Waters Communication, there occurred or occurs an event or
development as a result of which such Written Testing-the-Waters Communication included or would include any untrue statement
of a material fact or omitted or would omit to state any material fact necessary to make the statements therein in light of the
circumstances under which they were made at such time, not misleading, the Company will promptly (i) notify the Representatives
so that use of the Written Testing-the-Waters Communication may cease until it is amended or supplemented; (ii) amend or supplement,
at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission; and
(iii) supply any amendment or supplement to the Representatives in such quantities as may be reasonably requested.
(kk)
The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior
to the later of (i) completion of the distribution of the Securities within the meaning of the Act and (ii) completion of the
180-day restricted period referred to in Section 5(h) hereof.
(ll)
[Intentionally Omitted]
(mm)
Upon the earlier to occur of the expiration or termination of the Underwriters’ over-allotment option, the Company shall
cancel or otherwise effect the forfeiture of Founder Shares from the Sponsors, in an aggregate amount equal to the number of Founder
Shares determined by multiplying (a) 2,812,500 by (b) a fraction, (i) the numerator of which is 11,250,000 minus the number of
shares of Common Stock purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
of which is 11,250,000. For the avoidance of doubt, if the Underwriters exercise their over-allotment option in full, the Company
shall not cancel or otherwise effect the forfeiture of the Founder Shares pursuant to this subsection.
6.
Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten
Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties
on the part of the Company contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section
3 hereof, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof,
to the performance by the Company of its obligations hereunder and to the following additional conditions:
(a)
The Prospectus, and any supplement thereto, have been filed in the manner and within the time period required by Rule 424(b);
and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been
issued and no proceedings for that purpose shall have been instituted or threatened.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
(b)
The Company shall have requested and caused Weil, Gotshal & Manges LLP, counsel for the Company, to have furnished to the
Representatives its opinions dated the Closing Date and addressed to the Representatives, in a form reasonably acceptable to the
Representatives.
(c)
The Representatives shall have received from Davis Polk & Wardwell LLP, counsel for the Underwriters, such opinion or opinions,
dated the Closing Date and addressed to the Representatives, with respect to the issuance and sale of the Securities, the Registration
Statement, the Statutory Prospectus, the Prospectus (together with any supplement thereto) and other related matters as the Representatives
may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of
enabling them to pass upon such matters.
(d)
The Company shall have furnished to the Representatives a certificate of the Company, signed by the Chief Executive Officer and
the principal financial or accounting officer of the Company, dated the Closing Date, to the effect that the signers of such certificate
have carefully examined the Registration Statement each Preliminary Prospectus, the Prospectus and any amendment or supplement
thereto, and this Agreement and that:
(i)
the representations and warranties of the Company in this Agreement are true and correct on and as of the Closing Date with the
same effect as if made on the Closing Date and the Company has complied with all the agreements and satisfied all the conditions
on its part to be performed or satisfied at or prior to the Closing Date;
(ii)
no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued and
no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened; and
(iii)
since the date of the most recent financial statements included in the Statutory Prospectus and the Prospectus (exclusive of any
supplement thereto), there has been no Material Adverse Effect, except as set forth in or contemplated in the Statutory Prospectus
and the Prospectus (exclusive of any supplement thereto).
(e)
The Company shall have requested and caused Withum to have furnished to the Representatives, at the Execution Time and at the
Closing Date, letters, dated respectively as of the Execution Time and as of the Closing Date, in form and substance satisfactory
to the Representatives, confirming that they are a registered public accounting firm that is independent with respect to the Company
within the meaning of the Act and the Exchange Act and the applicable rules and regulations adopted by the Commission thereunder
and that they have performed a review of the audited financial statements of the Company for the period from March 26, 2020 (date
of inception) through April 7, 2020, provided that the cutoff date shall not be more than two business days prior to such
Execution Time or Closing Date, as applicable, and stating in effect that:
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
(i)
in their opinion the audited financial statements and financial statement schedules included in the Registration Statement, the
Statutory Prospectus and the Prospectus and reported on by them comply as to form in all material respects with the applicable
accounting requirements of the Act and the related rules and regulations adopted by the Commission; and
(ii)
they have performed certain other specified procedures as a result of which they determined that certain information of an accounting,
financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general
accounting records of the Company) set forth in the Registration Statement, the Statutory Prospectus and the Prospectus, including
the information set forth under the captions “Dilution” and “Capitalization” in the Statutory Prospectus
and the Prospectus, agrees with the accounting records of the Company, excluding any questions of legal interpretation.
References
to the Prospectus in this paragraph (e) include any
supplement thereto at the date of the letter.
(f)
Subsequent to the Execution Time or, if earlier, the dates as of which information is given in the Registration Statement (exclusive
of any amendment thereof), the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto), there shall not
have been (i) any change or decrease specified in the letter or letters referred to in paragraph (e) of this Section
6 or (ii) any change, or any development involving a prospective change, in or affecting the earnings, business, management,
properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or not arising
from transactions in the ordinary course of business, except as set forth in or contemplated in the Statutory Prospectus and the
Prospectus (exclusive of any supplement thereto) the effect of which, in any case referred to in clause (i) or (ii)
above, is, in the sole judgment of the Representatives, so material and adverse as to make it impractical or inadvisable to proceed
with the offering or delivery of the Securities as contemplated by the Registration Statement (exclusive of any amendment thereof),
the Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
(g)
Prior to the Closing Date, the Company shall have furnished to the Representatives such further information, certificates and
documents as the Representatives may reasonably request.
(h)
FINRA shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements
of the transactions contemplated hereby.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
(i)
The Securities shall be duly listed subject to notice of issuance on the New York Stock Exchange, satisfactory evidence of which
shall have been provided to the Representatives.
(j)
On the Effective Date, the Company shall have delivered to the Representatives executed copies of the Trust Agreement, the Warrant
Agreement, the Founders’ Purchase Agreement, the Warrant Subscription Agreement, the Forward Purchase Agreements, the Insider
Letters, the Registration and Stockholder Rights Agreement and the Administrative Services Agreement.
(k)
At least one Business Day prior to the Closing Date, Bilcar FT, LP and Trasimene Capital FT, LP shall have caused the purchase
price for the Private Placement Warrants to be deposited into the Trust Account.
(l)
No order preventing or suspending the sale of the Units in any jurisdiction designated by the Representatives pursuant to Section
5(hh) hereof shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or
shall have been threatened.
If
any of the conditions specified in this Section 6 shall
not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere
in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters,
this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date
by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed
in writing.
The
documents required to be delivered by this Section 6
shall be delivered at the office of Davis Polk & Wardwell LLP, counsel for the Underwriters, at 450 Lexington Avenue, New York,
New York 10017, Attention: Derek Dostal, unless otherwise indicated herein, on the Closing Date.
7.
Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated
because any condition to the obligations of the Underwriters set forth in Section 6 hereof is not satisfied, because
of any termination pursuant to Section 10 hereof (other than clauses (ii), (iii) or (vi)
thereof) or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with
any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters
severally through the Representatives on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements
of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
8.
Indemnification and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, the directors,
officers, employees and agents of each Underwriter, each person who controls any Underwriter within the meaning of either the Act
or the Exchange Act and each affiliate of each Underwriter against any and all losses, claims, damages or liabilities, joint or
several, to which they or any of them may become subject under the Act, the Exchange Act or other Federal or state statutory law
or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration
Statement for the registration of the Securities as originally filed or in any amendment thereof, or in any Preliminary Prospectus,
the Statutory Prospectus, the Prospectus, any “roadshow” as defined in Section 433(h) of the Act or any Written Testing-the-Waters
Communication or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and
agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company
will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity
with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for
inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information
described in the last sentence of Section 8(b) hereof. This indemnity agreement will be in addition to any liability
that the Company may otherwise have.
(b)
Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, each of its directors, each of its
officers who signs the Registration Statement, and each person who controls the Company within the meaning of either the Act or
the Exchange Act, to the same extent as the foregoing indemnity from the Company to each Underwriter, but only with reference
to written information relating to such Underwriter furnished to the Company by or on behalf of such Underwriter through the Representatives
specifically for inclusion in the documents referred to in the foregoing indemnity. This indemnity agreement will be in addition
to any liability that any Underwriter may otherwise have. The Company acknowledges that the following information set forth under
the heading “Underwriting” in the Preliminary Prospectus, the Statutory Prospectus and the Prospectus constitutes
the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the documents referred
to in the foregoing indemnity: (x) the list of Underwriters and their respective roles and participation in the sale of the Securities,
(y) the eighth paragraph, and (z) the seventeenth and eighteenth paragraphs.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
(c)
Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 8,
notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise
learn of such action and such failure results in the forfeiture by the indemnifying party of material rights and defenses and
(ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel of
the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action
for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and
expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however,
that such counsel shall be satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint
counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel
(including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel
if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with
a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available
to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, (iii)
the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written
consent of the indemnified parties (which consent shall not be unreasonably withheld, delayed or conditioned), settle or compromise
or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect
of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless (i) such settlement, compromise or consent includes an unconditional release of each indemnified
party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or
an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. If at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying
party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement
is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party
shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii)
such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of
such settlement.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
(d)
In the event that the indemnity provided in paragraph (a) or (b) of this Section 8 is unavailable to or insufficient
to hold harmless an indemnified party for any reason, the Company and the Underwriters severally agree to contribute to the aggregate
losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating
or defending the same) (collectively “Losses”) to which the Company and one or more of the Underwriters may
be subject in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and by
the Underwriters on the other from the Offering; provided, however, that in no case shall any Underwriter (except
as may be provided in any agreement among underwriters relating to the Offering) be responsible for any amount in excess of the
underwriting discount or commission applicable to the Securities purchased by such Underwriter hereunder. If the allocation provided
by the immediately preceding sentence is unavailable for any reason, the Company and the Underwriters severally shall contribute
in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on
the one hand and of the Underwriters on the other in connection with the statements or omissions that resulted in such Losses
as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total
net proceeds from the Offering (before deducting expenses) received by it, and benefits received by the Underwriters shall be
deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Prospectus.
Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of
a material fact or the omission or alleged omission to state a material fact relates to information provided by the Company on
the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and
opportunity to correct or prevent such untrue statement or omission. The Company and the Underwriters agree that it would not
be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does
not take account of the equitable considerations referred to above. Notwithstanding the provisions of this paragraph (d),
no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 8, each person
who controls an Underwriter within the meaning of either the Act or the Exchange Act and each director, officer, employee and
agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, each officer of the Company who shall have signed the Registration Statement
and each director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable
terms and conditions of this paragraph (d).
(e)
In any proceeding relating to the Registration Statement, the Preliminary Prospectus, the Statutory Prospectus, any Written Testing-
the-Waters Communication, the Prospectus or any supplement or amendment thereto, each party against whom contribution may be sought
under this Section 8 hereby consents to the exclusive jurisdiction of (i) the federal courts of the United States
of America located in the City and County of New York, Borough of Manhattan and (ii) the courts of the State of New York located
in the City and County of New York, Borough of Manhattan (collectively, the “Specified Courts”), agrees that
process issuing from such courts may be served upon it by any other contributing party and consents to the service of such process
and agrees that any other contributing party may join it as an additional defendant in any such proceeding in which such other
contributing party is a party.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
(f)
Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution
under this Section 8 shall be paid by the indemnifying party to the indemnified party as such losses, claims, damages,
liabilities or expenses are incurred. The indemnity and contribution agreements contained in this Section 8 and the
representations and warranties of the Company set forth in this Agreement shall remain operative and in full force and effect,
regardless of (i) any investigation made by or on behalf of any Underwriter, its directors or officers or any person controlling
any Underwriter, the Company, its directors or officers or any persons controlling the Company, (ii) acceptance of any Securities
and payment therefor hereunder, and (iii) any termination of this Agreement. A successor to any Underwriter, its directors or
officers or any person controlling any Underwriter, or to the Company, its directors or officers, or any person controlling the
Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Section
8.
9.
Default by an Underwriter. If any one or more Underwriters shall fail to purchase and pay for any of the Securities
agreed to be purchased by such Underwriter or Underwriters hereunder and such failure to purchase shall constitute a default in
the performance of its or their obligations under this Agreement, the remaining Underwriters shall be obligated severally to take
up and pay for (in the respective proportions that the amount of Securities set forth opposite their names in Schedule I hereto
bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities that
the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that
the aggregate amount of Securities that the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10%
of the Underwritten Securities, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation
to purchase any, of the Securities. If within one Business Day after such default relating to more than 10% of the Underwritten
Securities the remaining Underwriters do not arrange for the purchase of such Underwritten Securities, then the Company shall be
entitled to a further period of one Business Day within which to procure another party or parties reasonably satisfactory to you
to purchase said Underwritten Securities. In the event that neither the remaining Underwriters nor the Company purchase or arrange
for the purchase of all of the Underwritten Securities to which a default relates as provided in this Section 9, this
Agreement will terminate without liability to any nondefaulting Underwriter or the Company. In the event of a default by any Underwriter
as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding five Business Days,
as the Representatives shall determine in order that the required changes in the Registration Statement and the Prospectus or in
any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter
of its liability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
10.
Termination. This Agreement shall be subject to termination in the absolute discretion of the Representatives, by
notice given to the Company prior to delivery of and payment for the Securities, if at any time prior to such delivery and payment
(i) trading in the Company’s Units, shares of Common Stock or Warrants shall have been suspended by the Commission, or trading
in securities generally on the New York Stock Exchange or the Nasdaq Capital Market shall have been suspended or limited or minimum
prices shall have been established on such exchange or trading market, (ii) a banking moratorium shall have been declared either
by Federal or New York State authorities, (iii) there shall have occurred any outbreak or escalation of hostilities, declaration
by the United States of a national emergency or war, or other national or international calamity or crisis (including, without
limitation, an act of terrorism) or change in economic or political conditions the effect of which on financial markets is such
as to make it, in the sole judgment of the Representatives, impractical or inadvisable to proceed with the offering or delivery
of the Securities as contemplated by the Statutory Prospectus or the Prospectus (exclusive of any supplement thereto), (iv) since
the respective dates as of which information is given in the Registration Statement, the Statutory Prospectus and the Prospectus,
any material adverse change or any development involving a prospective material adverse change in or affecting the earnings, business,
management, properties, assets, rights, operations, condition (financial or otherwise) or prospects of the Company, whether or
not arising in the ordinary course of business, (v) the enactment, publication, decree or other promulgation of any statute, regulation,
rule or order of any court or other governmental authority which in your opinion materially and adversely affects or may materially
and adversely affect the business or operations of the Company, or (vi) the taking of any action by any governmental body or agency
in respect of its monetary or fiscal affairs which in your opinion has a material adverse effect on the securities markets in the
United States.
11.
Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and
other statements of the Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain
in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of the
officers, directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery
of and payment for the Securities. The provisions of Sections 7 and 8 hereof shall survive the termination
or cancellation of this Agreement.
12.
Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Representatives,
will be mailed, delivered or telefaxed to:
(a)
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629
Attention: IBCM-Legal
Fax: (212) 325-4296
and
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
(b)
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Attention: Syndicate Department
Fax: (646) 855-3073
with a copy to:
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Attention: ECM Legal
Fax: (212) 230-8730
or, if sent to the Company, will be mailed, delivered to:
Foley Trasimene Acquisition Corp.
1701 Village Center Circle
Las Vegas, NV 89134
Attention: Michael L. Gravelle
with a copy to the Company’s counsel at:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attention: Alexander D. Lynch, Esq.
13.
Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective
successors and the officers, directors, employees, agents and controlling persons referred to in Section 8 hereof,
and no other person will have any right or obligation hereunder.
14.
No Fiduciary Duty. The Company hereby acknowledges that (a) the purchase and sale of the Securities pursuant to this
Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate
through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of
the Company and (c) the Company’s engagement of the Underwriters in connection with the Offering and the process leading
up to the Offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely
responsible for making its own judgments in connection with the Offering (irrespective of whether any of the Underwriters has advised
or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters
have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection
with such transaction or the process leading thereto.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
15.
Recognition of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity
becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and
any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of
the United States or a state of the United States.
(b)
In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are
permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime
if this Agreement were governed by the laws of the United States or a state of the United States.
For
purposes of this Section 15: (A) a “BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k);
(B) “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and
interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in,
and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 382.2(b); (C) “Default Right” has the meaning assigned
to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable;
and (D) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated
thereunder and (ii) Title II of the Dodd- Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated
thereunder.
16.
Integration. This Agreement supersedes all prior agreements and understandings (whether written or oral) between
the Company and the Underwriters, or any of them, with respect to the subject matter hereof.
17.
Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New
York applicable to contracts made and to be performed within the State of New York. Any legal suit, action or proceeding arising
out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in the Specified Courts, and each
party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment
of any such court, as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service
of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of
process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any
objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally
waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court
has been brought in an inconvenient forum.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
18.
Waiver of Jury Trial. The Company hereby irrevocably waives, to the fullest extent permitted by applicable law, any
and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated
hereby.
19.
Counterparts. This Agreement may be signed in one or more counterparts, each of which shall constitute an original
and all of which together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic
mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the
Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
20.
Headings. The section headings used herein are for convenience only and shall not affect the construction hereof
21.
Definitions. The terms that follow, when used in this Agreement, shall have the meanings indicated.
“Act” shall mean the
Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Applicable
Time” shall mean [●] [a/p].m. (New York time) on the date of this Agreement.
“Business Day” shall
mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized
or obligated by law to close in New York City.
“Commission” shall mean
the Securities and Exchange Commission.
“Effective Date” shall
mean each date and time that the Registration Statement, any post-effective amendment or amendments thereto and any Rule 462(b)
Registration Statement became or becomes effective.
“Exchange Act” shall
mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Execution Time” shall
mean the date and time that this Agreement is executed and delivered by the parties hereto.
“Free Writing Prospectus”
shall mean a free writing prospectus, as defined in Rule 405.
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
|
[●], 2020
|
“Liquidation” shall mean
the distributions of the Trust Account to the Public Stockholders in connection with the redemption of shares of Common Stock held
by the Public Stockholders pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation, as amended,
if the Company fails to consummate a Business Combination.
“Preliminary
Prospectus” shall mean any preliminary prospectus referred to in paragraph 1(a)
above and any preliminary prospectus included in the Registration Statement at the Effective Date that omits Rule 430A Information.
“Prospectus” shall mean
the prospectus relating to the Securities that is first filed pursuant to Rule 424(b) after the Execution Time.
“Registration
Statement” shall mean the registration statements referred to in paragraph 1(a)
above, including exhibits and financial statements and any prospectus and prospectus supplement relating to the Securities that
is filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement pursuant to Rule 430A, as amended
at the Execution Time and, in the event any post-effective amendment thereto or any Rule 462(b) Registration Statement becomes
effective prior to the Closing Date, shall also mean such registration statement as so amended or such Rule 462(b) Registration
Statement, as the case may be.
“Rule 158”, “Rule
172”, “Rule 405”, “Rule 419”, “Rule 424”, “Rule 430A”,
“Rule 433” and “Rule 462” refer to such rules under the Act.
“Rule 430A Information”
shall mean information with respect to the Securities and the offering thereof permitted to be omitted from the Registration Statement
when it becomes effective pursuant to Rule 430A.
“Rule
462(b) Registration Statement” shall mean a registration statement and any amendments thereto filed pursuant to Rule
462(b) relating to the offering covered by the registration statement referred to in Section 1(a)
hereof.
“Statutory
Prospectus” shall mean (i) the Preliminary Prospectus dated [●], 2020, relating to the Securities and (ii)
the Time of Delivery Information, if any, set forth on Schedule II hereto.
[Remainder of Page Intentionally Left
Blank]
Exhibit 1.1
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon it will become a binding
agreement among the Company and the several Underwriters in accordance with its terms.
|
|
Very truly yours,
Foley Trasimene Acquisition Corp.
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
The foregoing Underwriting Agreement is hereby confirmed and
accepted as of the date first above written.
Credit Suisse Securities (USA) LLC
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
BofA Securities, Inc.
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
On behalf of each of the Underwriters
|
SCHEDULE I
|
Underwriters
|
|
Number
of
Underwritten
Securities to be
Purchased
|
|
Credit Suisse Securities (USA) LLC
|
|
[●]
|
|
BofA Securities, Inc.
|
|
[●]
|
|
Total
|
|
75,000,000
|
SCHEDULE II
TIME OF DELIVERY INFORMATION
Foley Trasimene Acquisition Corp. priced
75,000,000 units at $10.00 per unit plus an additional 11,250,000 units if the underwriters exercise their over-allotment option
in full.
The units will be issued pursuant to an
effective registration statement that has been previously filed with the Securities and Exchange Commission.
This communication shall not constitute
an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law
of any such state or jurisdiction.
Copies of the prospectus related to this
offering may be obtained from:
Credit Suisse Securities (USA) LLC
Attn: Prospectus Department
Eleven Madison Avenue
New York, New York 10010
telephone; 800-221-1037
or email: ecm.prospectus@credit-suisse.com;
or
BofA Securities, Inc.
Attn: Prospectus Department
NC1-004-03-43
200 North College Street, Third Floor
Charlotte, North Carolina 28255
email: dg.prospectus_requests@baml.com
SCHEDULE III
SCHEDULE OF WRITTEN
TESTING-THE-WATERS COMMUNICATIONS
None.
Exhibit 3.2
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
FOLEY TRASIMENE ACQUISITION CORP.
[●], 2020
Foley Trasimene Acquisition Corp., a corporation
organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1.
The name of the Corporation is Foley Trasimene Acquisition Corp. The original certificate of incorporation of the Corporation
was filed with the Secretary of State of the State of Delaware on March 26, 2020 (the “Original Certificate”).
2.
This Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate”),
which both restates and amends the provisions of the Original Certificate, was duly adopted in accordance with Sections 228, 242
and 245 of the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”).
3.
The text of the Original Certificate is hereby restated and amended in its entirety to read as follows:
FIRST. The name of the corporation is Foley
Trasimene Acquisition Corp. (the “Corporation”).
SECOND. The address of the corporation’s
registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801, County of New
Castle. The name of its registered agent at such address is The Corporation Trust Company.
THIRD. The purpose of the corporation is
to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State
of Delaware.
FOURTH. The total number of shares of all
classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 441,000,000,
consisting of (a) 440,000,000 shares of common stock (the “Common Stock”), including two separate series of
Common Stock consisting of (i) 400,000,000 shares of Class A Common Stock (the “Class A Common Stock”) and (ii)
40,000,000 shares of Class B Common Stock (the “Class B Common Stock”), and (b) 1,000,000 shares of preferred
stock (the “Preferred Stock”).
FIFTH. The Preferred Stock may be issued
in one or more series from time to time, with each such series to consist of such number of shares and to have such voting powers,
full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special
rights, and the qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing
for the issuance of such series adopted by the board of directors of the Corporation (the “Board”) and included
in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board
is hereby expressly vested with the authority, to the full extent now or hereafter provided by law, to adopt any such resolution
or resolutions.
SIXTH. The number of authorized shares of
Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the outstanding shares of Common Stock, without a vote of the holders of the Preferred Stock,
or any series thereof, unless a vote of any such holders of Preferred Stock is required pursuant to another provision of this Second
Amended and Restated Certificate, including any Preferred Stock Designation.
SEVENTH. Common Stock Voting. (a)
Except as otherwise required by law or this Second Amended and Restated Certificate (including any Preferred Stock Designation),
the holders of the Common Stock shall exclusively possess all voting power with respect to the Corporation.
(b) The holders of shares of Common Stock
shall be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of
the Common Stock are entitled to vote.
(c) Except as otherwise required by law
or this Second Amended and Restated Certificate (including any Preferred Stock Designation), at any annual or special meeting of
the stockholders of the Corporation, holders of the Class A Common Stock and holders of the Class B Common Stock, voting together
as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted
to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by law or this Second Amended and Restated
Certificate (including a Preferred Stock Designation), holders of shares of any series of Common Stock shall not be entitled to
vote on any amendment to this Second Amended and Restated Certificate (including any amendment to any Preferred Stock Designation)
that relates solely to the terms of one or more outstanding series of Preferred Stock or other series of Common Stock if the holders
of such affected series of Preferred Stock or Common Stock, as applicable, are entitled, either separately or together with the
holders of one or more other such series, to vote thereon pursuant to this Second Amended and Restated Certificate (including any
Preferred Stock Designation).
EIGHTH. Class B Common Stock. (a)
Shares of Class B Common Stock shall be convertible into shares of Class A Common Stock on a one-for-one basis (the “Initial
Conversion Ratio”) (i) at any time and from time to time at the option of the holder thereof and (ii) automatically upon
the completion of the Business Combination (as defined below).
(b) Notwithstanding the Initial
Conversion Ratio, in the case that additional shares of Class A Common Stock or Equity-linked Securities (as defined below)
are issued or deemed issued in excess of the amounts sold in the Corporation’s initial public offering of securities
(the “Offering”) and related to the closing of the Business Combination (as defined below), all issued and
outstanding shares of Class B Common Stock shall automatically convert into shares of Class A Common Stock at the time of the
closing of the Corporation’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses (“Business Combination”) at a ratio for which
the shares of Class B Common Stock shall convert into shares of Class A Common Stock will be adjusted such that the number of
shares of Class A Common Stock issuable upon conversion of all shares of Class B Common Stock will equal, in the aggregate,
25% of the sum of (i) the total number of shares of Class A Common Stock issued and outstanding upon completion of the Offering plus (ii)
the sum of (a) all shares of Class A Common Stock issued or deemed issued or issuable upon conversion or exercise of any
Equity-linked Securities issued or deemed issued in connection with a Business Combination (including shares issued or
issuable pursuant to any forward purchase agreement entered into with the Corporation at the time of the completion of the
Offering but not any warrants issued pursuant to such agreement), excluding (1) any shares of Class A Common Stock or
Equity-linked Securities issued, or to be issued, to any seller in a Business Combination, and (2) any private placement
warrants issued to the Sponsors (as defined below) or any of their affiliates upon conversion of working capital loans, minus
(b) the number of shares of Class A Common Stock redeemed by the public stockholders in connection with a Business Combination.
As used herein, the term
“Equity-linked Securities” means any securities of the Corporation which are convertible,
exercisable or exchangeable for shares of Class A common stock issued in connection with a Business Combination.
(c) Notwithstanding anything to the contrary
contained herein, (i) the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed
issuance of additional shares of Class A Common Stock or Equity-linked Securities by the written consent or agreement of holders
of a majority of the shares of Class B Common Stock then outstanding consenting or agreeing separately as a single class in the
manner provided in Section 8(f), and (ii) in no event shall the Class B Common Stock convert into Class A Common Stock at
a ratio that is less than one-for-one.
(d) The foregoing conversion ratio shall
also be adjusted to account for any subdivision (by stock split, subdivision, exchange, stock dividend, reclassification, recapitalization
or otherwise) or combination (by reverse stock split, exchange, reclassification, recapitalization or otherwise) or similar reclassification
or recapitalization of the outstanding shares of Class A Common Stock into a greater or lesser number of shares occurring after
the original filing of this Second Amended and Restated Certificate without a proportionate and corresponding subdivision, combination
or similar reclassification or recapitalization of the outstanding shares of Class B Common Stock.
(e) Each share of Class B Common Stock shall
convert into its pro rata number of shares of Class A Common Stock pursuant to this Section 8. The pro rata
share for each holder of Class B Common Stock will be determined as follows: Each share of Class B Common Stock shall convert into
such number of shares of Class A Common Stock as is equal to the product of 1 multiplied by a fraction, the numerator of which
shall be the total number of shares of Class A Common Stock into which all of the issued and outstanding shares of Class B Common
Stock shall be converted pursuant to this Section 8 and the denominator of which shall be the total number of issued and
outstanding shares of Class B Common Stock at the time of conversion.
(f) Voting. For so long as any shares
of Class B Common Stock shall remain outstanding, the Corporation shall not, without the prior vote or written consent of the
holders of a majority of the shares of Class B Common Stock then outstanding, voting separately as a single class, amend, alter
or repeal any provision of this Second Amended and Restated Certificate, whether by merger, consolidation or otherwise, if such
amendment, alteration or repeal would alter or change the powers, preferences or relative, participating, optional or other or
special rights of the Class B Common Stock. Any action required or permitted to be taken at any meeting of the holders of Class
B Common Stock may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of the outstanding Class B Common Stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a meeting at which all shares of Class B Common Stock
were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the Corporation having custody of the book in which minutes of proceedings
of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt written notice of the taking of corporate action without a meeting by less than unanimous
written consent of the holders of Class B Common Stock shall, to the extent required by law, be given to those holders of Class
B Common Stock who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled
to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient
number of holders of Class B Common Stock to take the action were delivered to the Corporation.
NINTH. Subject to the rights of the holders
of Preferred Stock, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions (payable
in cash, property or capital stock of the Corporation) when, as and if declared thereon by the Board from time to time out of any
assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in such dividends and
distributions subject to such rights of the holders of Preferred Stock.
TENTH. In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, after payment or provision for payment of the debts and
other liabilities of the Corporation, and subject to the rights of the holders of Preferred Stock in respect thereof, the holders
of shares of Common Stock shall be entitled to receive all the remaining assets of the Corporation available for distribution to
its stockholders, ratably in proportion to the number of shares of Common Stock held by them, treating the Class B Common Stock
on an as-converted basis.
ELEVENTH. The Corporation has the authority
to create and issue rights, warrants and options entitling the holders thereof to acquire from the Corporation any shares of its
capital stock of any class or classes, with such rights, warrants and options to be evidenced by or in instrument(s) approved by
the Board. The Board is empowered to set the exercise price, duration, times for exercise and other terms and conditions of such
rights, warrants or options; provided, however, that the consideration to be received for any shares of capital stock issuable
upon exercise thereof may not be less than the par value thereof.
TWELFTH. The incorporator of the corporation
is Michael L. Gravelle, whose mailing address is 1701 Village Center Circle, Las Vegas, NV 89134.
THIRTEENTH. Number, Election and Term
of the Board. (a) The number of directors of the Corporation shall be fixed from time to time in the manner provided in the
Amended and Restated Bylaws of the Corporation (“Bylaws”).
(b) Subject to Paragraph SIXTEENTH hereof,
commencing at the first annual meeting of the stockholders, and at each annual meeting of the stockholders thereafter, directors
elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the second annual meeting
of the stockholders after their election.
(c) Subject to Paragraph SIXTEENTH hereof,
a director shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor
has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification
or removal.
(d) Unless, and except to the extent that,
the Bylaws shall so require, the election of directors of the corporation need not be by written ballot.
FOURTEENTH. Subject to Paragraph SIXTEENTH
hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting
from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority
vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders),
and any director so chosen shall hold office for the remainder of the full term of the director to which the new directorship was
added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such
director’s earlier death, resignation, retirement, disqualification or removal.
FIFTEENTH. Subject to Paragraph SIXTEENTH
hereof and except as otherwise required by this Second Amended and Restated Certificate (including as set forth on Paragraph THIRTY-THIRD
hereof), any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote
of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class.
SIXTEENTH. Notwithstanding any other provision
of Paragraphs THIRTEENTH, FOURTEENTH and FIFTEENTH, and except as otherwise required by law, whenever the holders of one or more
series of the Preferred Stock shall have the right, voting separately by class or series, to elect one or more directors, the term
of office, the filling of vacancies, the removal from office and other features of such directorships shall be governed by the
terms of such series of the Preferred Stock as set forth in this Second Amended and Restated Certificate (including any Preferred
Stock Designation) and such directors shall not be included in any of the classes created pursuant to Paragraphs THIRTEENTH, FOURTEENTH
and FIFTEENTH, unless expressly provided by such terms.
SEVENTEENTH. In furtherance and not in
limitation of the powers conferred by law, subject to any limitations contained in this Second Amended and Restated Certificate,
the Board is expressly authorized to make, alter and repeal the bylaws of the corporation, but any bylaws adopted by the Board
of Directors may be adopted, amended, altered or repealed by the stockholders entitled to vote thereon; provided, however, that
in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Second
Amended and Restated Certificate (including any Preferred Stock Designation), the affirmative vote of the holders of at least
a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in
the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or
repeal the bylaws; and provided further, however, that no bylaws hereafter adopted by the stockholders shall invalidate any prior
act of the Board that would have been valid if such bylaws had not been adopted.
EIGHTEENTH. (a) A director of the corporation
shall not be liable to the corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director,
except (i) to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law
of the State of Delaware as the same exists or may hereafter be amended, (ii) for any breach of the director’s duty of loyalty
to the corporation or its stockholders, or (iii) for any transaction from which the director shall have derived an improper personal
benefit. Neither (x) any amendment, modification or repeal of the foregoing sentence nor (y) the adoption of any provision of this
Second Amended and Restated Certificate that is inconsistent with the foregoing sentence, shall eliminate or reduce the effect
of the foregoing sentence in respect of any matter occurring, or any cause of action, suit or claim that, but for the foregoing
sentence, would accrue or arise, prior to such amendment, repeal or adoption.
(b) The corporation shall have the power
to indemnify any person who was or is a party to, or is threatened to be made a party to, or testifies in, any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact
that such person is or was serving at the request of the corporation as a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding
to the fullest extent permitted by law, and the corporation may adopt bylaws or enter into agreements with any such person for
the purpose of providing such indemnification.
NINETEENTH. To the maximum extent permitted
under the General Corporation Law of the State of Delaware, the corporation renounces any interest or expectancy of the corporation
in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its directors
who are not employees of the corporation or any of its subsidiaries (“Outside Directors”), other than any such
opportunity expressly presented to an Outside Director in such Outside Director’s capacity as a director of the corporation;
and no such Outside Director shall be liable to the corporation or its stockholders for breach of any fiduciary or other duty
by reason of the fact that such Outside Director personally or on behalf of any other person pursues or acquires such business
opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information
regarding such business opportunity, to the corporation or its subsidiaries. For purposes of this paragraph NINETEENTH, a director
shall not be deemed to be an employee of the corporation solely by reason of holding such position. No amendment or repeal of
this paragraph NINETEENTH shall apply to or have any effect on the liability or alleged liability of any Outside Director for
or with respect to business opportunities of which such Outside Director becomes aware prior to such amendment or repeal. Any
person purchasing or otherwise acquiring any interest in any capital stock of the corporation shall be deemed to have notice of,
and to have consented to the provisions of this paragraph.
TWENTIETH. Subject to the rights, if any,
of the holders of any outstanding series of the Preferred Stock, and to the requirements of applicable law, special meetings of
stockholders of the Corporation may be called only by the Chairman of the Board, Chief Executive Officer of the Corporation, or
the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders to call a special meeting
is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of stockholders may not be called
by another person or persons.
TWENTY-FIRST. Advance notice of stockholder
nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders
of the Corporation shall be given in the manner provided in the Bylaws.
TWENTY-SECOND. Except as may be otherwise
provided for or fixed pursuant to this Second Amended and Restated Certificate (including any Preferred Stock Designation) relating
to the rights of the holders of any outstanding series of Preferred Stock, subsequent to the consummation of the Offering, any
action required or permitted to be taken by the stockholders of the Corporation must be effected by a duly called annual or special
meeting of such stockholders and may not be effected by written consent of the stockholders.
TWENTY-THIRD. A director of the Corporation
shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
except for any liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section
174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended
to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. Any repeal or modification
of this paragraph shall not adversely affect any right or protection of a director of the Corporation existing at the time of such
repeal or modification.
TWENTY-FOURTH. Indemnification and Advancement
of Expenses. (a) To the fullest extent permitted by applicable law, as the same exists or may hereafter be amended, the Corporation
shall indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise
involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative
(a “proceeding”) by reason of the fact that he or she is or was a director or officer of the Corporation or,
while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service
with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director,
officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’
fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee
in connection with such proceeding. The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses
(including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance
of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance
of the final disposition of the proceeding shall be made only upon receipt of an undertaking, by or on behalf of the indemnitee,
to repay all amounts so advanced if it shall ultimately be determined that the indemnitee is not entitled to be indemnified under
this paragraph TWENTY-FOURTH or otherwise. The rights to indemnification and advancement of expenses conferred by this paragraph
TWENTY-FOURTH shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing
provisions of this paragraph TWENTY-FOURTH, except for proceedings to enforce rights to indemnification and advancement of expenses,
the Corporation shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated
by such indemnitee only if such proceeding (or part thereof) was authorized by the Board.
(b) The rights to indemnification and advancement
of expenses conferred on any indemnitee by this paragraph TWENTY-FOURTH shall not be exclusive of any other rights that any indemnitee
may have or hereafter acquire under law, this Second Amended and Restated Certificate, the Bylaws, an agreement, vote of stockholders
or disinterested directors, or otherwise.
(c) Any repeal or amendment of this paragraph
TWENTY-FOURTH by the stockholders of the Corporation or by changes in law, or the adoption of any other provision of this Second
Amended and Restated Certificate inconsistent with this paragraph TWENTY-FOURTH, shall, unless otherwise required by law, be prospective
only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification rights on
a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection
existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless
of when such proceeding is first threatened, commenced or completed) arising out of, or related to, any act or omission occurring
prior to such repeal or amendment or adoption of such inconsistent provision.
(d) This paragraph TWENTY-FOURTH shall not
limit the right of the Corporation, to the extent and in the manner authorized or permitted by law, to indemnify and to advance
expenses to persons other than indemnitees.
TWENTY-FIFTH. Business Combination Requirements.
(a) The provisions of this paragraph TWENTY-FIFTH and the paragraphs TWENTY-SIXTH, TWENTY-SEVENTH, TWENTY-EIGHTH, TWENTY-NINTH,
THIRTIEETH, THIRTY-FIRST, THIRTY-SECOND and THIRTY-THIRD shall apply during the period commencing upon the effectiveness of this
Second Amended and Restated Certificate and terminating upon the consummation of the Corporation’s initial Business Combination
and no amendment to this Article IX shall be effective prior to the consummation of the initial Business Combination unless approved
by the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of the Common Stock.
(b) Immediately after the Offering, a certain
amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the
underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement
on Form S-1, as initially filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2020, as
amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”),
established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration
Statement. Except for the withdrawal of interest to pay the Corporation’s taxes, none of the funds held in the Trust Account
(including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest
to occur of (i) the completion of the initial Business Combination, (ii) the redemption of shares in connection with a vote seeking
to amend any provisions of this Second Amended and Restated Certificate as described in paragraph THIRTY-FIRST, or (iii) the redemption
of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within
24 months from the closing of the Offering, subject to applicable law. Holders of shares of the Common Stock included as part
of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the
Offering or in the secondary market following the Offering and whether or not such holders are Trasimene Capital Management FT,
LP and Bilcar FT, LP (together, the “Sponsors”) or officers or directors of the Corporation, or affiliates
of any of the foregoing) are referred to herein as “Public Stockholders.”
TWENTY-SIXTH. Redemption Rights.
(a) Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares
with the opportunity to have their Offering Shares redeemed, out of funds legally available therefor, upon the consummation of
the initial Business Combination pursuant to, and subject to the limitations of, this paragraph TWENTY-SIXTH, Sections (b) and
(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”)
hereof for cash equal to the applicable redemption price per share determined in accordance with this paragraph TWENTY-SIXTH, Section
(b) hereof (the “Redemption Price”); provided, however, that the Corporation shall not redeem or repurchase
Offering Shares to the extent that such redemption would result in the Corporation’s failure to have net tangible assets
(as determined in accordance with Rule 3a51-1(g)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) (or any successor rule)) in excess of $5 million or any greater net tangible asset or cash requirement which may
be contained in the agreement relating to the initial Business Combination (such limitation hereinafter called the “Redemption
Limitation”). Notwithstanding anything to the contrary contained in this Second Amended and Restated Certificate, there
shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.
(b) If the Corporation offers to redeem
the Offering Shares other than in conjunction with a stockholder vote on an initial Business Combination with a proxy solicitation
pursuant to Regulation 14A under the Exchange Act (or any successor rules or regulations) and filing proxy materials with the SEC,
the Corporation shall offer to redeem the Offering Shares upon the consummation of the initial Business Combination, subject to
lawfully available funds therefor, in accordance with the provisions of this paragraph TWENTY-SIXTH, Section (a) hereof pursuant
to a tender offer in accordance with Rule 13e-4 and Regulation 14E under the Exchange Act (or any successor rule or regulation)
(such rules and regulations hereinafter called the “Tender Offer Rules”) which it shall commence prior to the
consummation of the initial Business Combination and shall file tender offer documents with the SEC prior to the consummation of
the initial Business Combination that contain substantially the same financial and other information about the initial Business
Combination and the Redemption Rights as is required under Regulation 14A under the Exchange Act (or any successor rule or regulation)
(such rules and regulations hereinafter called the “Proxy Solicitation Rules”), even if such information is
not required under the Tender Offer Rules; provided, however, that if a stockholder vote is required by law to approve the proposed
initial Business Combination, or the Corporation decides to submit the proposed initial Business Combination to the stockholders
for their approval for business or other legal reasons, the Corporation shall offer to redeem the Offering Shares, subject to lawfully
available funds therefor, in accordance with the provisions of this paragraph TWENTY-SIXTH, Section (a) hereof in conjunction with
a proxy solicitation pursuant to the Proxy Solicitation Rules (and not the Tender Offer Rules) at a price per share equal to the
Redemption Price calculated in accordance with the following provisions of this paragraph TWENTY-SIXTH, Section (b). In the event
that the Corporation offers to redeem the Offering Shares pursuant to a tender offer in accordance with the Tender Offer Rules,
the Redemption Price per share of the Common Stock payable to holders of the Offering Shares tendering their Offering Shares pursuant
to such tender offer shall be equal to the quotient obtained by dividing: (i) the aggregate amount on deposit in the Trust Account
as of two business days prior to the consummation of the initial Business Combination, including interest not previously released
to the Corporation to pay taxes, by (ii) the total number of then outstanding Offering Shares. If the Corporation offers to redeem
the Offering Shares in conjunction with a stockholder vote on the proposed initial Business Combination pursuant to a proxy solicitation,
the Redemption Price per share of the Common Stock payable to holders of the Offering Shares exercising their Redemption Rights
shall be equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business
days prior to the consummation of the initial Business Combination, including interest not previously released to the Corporation
to pay taxes, by (b) the total number of then outstanding Offering Shares.
(c) If the Corporation offers to redeem
the Offering Shares in conjunction with a stockholder vote on an initial Business Combination pursuant to a proxy solicitation,
a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting
in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), shall be restricted from seeking
Redemption Rights with respect to more than an aggregate of 15% of the Offering Shares.
(d) In the event that the Corporation has
not consummated an initial Business Combination within 24 months from the closing of the Offering, the Corporation shall (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price,
payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including
interest not previously released to the Corporation to pay taxes (less up to $100,000 of such net interest to pay dissolution
expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of
the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations
under the DGCL to provide for claims of creditors and other requirements of applicable law.
(e) If the Corporation offers to redeem
the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate
the proposed initial Business Combination only if (i) such initial Business Combination is approved by the affirmative vote of
the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial
Business Combination (or, if required by the applicable stock exchange rules then in effect, such as the New York Stock Exchange,
the affirmative vote of the holders of a majority of the shares held by Public Stockholders that are voted at a stockholder meeting
held to consider such initial Business Combination) and (ii) the Redemption Limitation is not exceeded.
(f) If the Corporation conducts a tender
offer pursuant to this paragraph TWENTY-SIXTH, Section (b), the Corporation shall consummate the proposed initial Business Combination
only if the Redemption Limitation is not exceeded.
TWENTY-SEVENTH. Distributions from the
Trust Account. (a) A Public Stockholder shall be entitled to receive funds from the Trust Account only as provided in paragraph
TWENTY-SIXTH, Sections (a), (b) and (d) or paragraph THIRTIEETH hereof. In no other circumstances shall a Public Stockholder have
any right or interest of any kind in or to distributions from the Trust Account, and no stockholder other than a Public Stockholder
shall have any interest in or to the Trust Account.
(b) Each Public Stockholder that does not
exercise its Redemption Rights shall retain its interest in the Corporation and shall be deemed to have given its consent to the
release of the remaining funds in the Trust Account to the Corporation, and following payment to any Public Stockholders exercising
their Redemption Rights, the remaining funds in the Trust Account shall be released to the Corporation.
(c) The exercise by a Public Stockholder
of the Redemption Rights shall be conditioned on such Public Stockholder following the specific procedures for redemptions set
forth by the Corporation in any applicable tender offer or proxy materials sent to the Public Stockholders relating to the proposed
initial Business Combination. Payment of the amounts necessary to satisfy the Redemption Rights properly exercised shall be made
as promptly as practical after the consummation of the initial Business Combination.
TWENTY-EIGHTH. Prior to the consummation
of the Corporation’s initial Business Combination, the Corporation shall not issue any additional shares of capital stock
of the Corporation that would entitle the holders thereof to receive funds from the Trust Account or vote on any initial Business
Combination.
TWENTY-NINTH. In the event the Corporation
enters into an initial Business Combination with a target business that is affiliated with the Sponsor, or the directors or officers
of the Corporation, the Corporation, or a committee of the independent directors of the Corporation, shall obtain an opinion from
an independent accounting firm or an independent investment banking firm that is a member of the Financial Industry Regulatory
Authority that such Business Combination is fair to the Corporation from a financial point of view.
THIRTIEETH. The Corporation shall not enter
into an initial Business Combination with another blank check company or a similar company with nominal operations.
THIRTY-FIRST. If, in accordance with
paragraph TWENTY-FIFTH, Section (a), any amendment is made to this Second Amended and Restated Certificate of Incorporation
(a) to modify the substance or timing of the Corporation’s obligation to allow redemption in connection with its
initial Business Combination or to redeem 100% of the Offering Shares if the Corporation has not consummated an initial
Business Combination within 24 months from the date of the closing of the Offering or (b) with respect to any other provisions of this Second Amended and Restated Certificate of Incorporation relating to stockholders’
rights or pre-initial Business Combination activity, the Public Stockholders shall be
provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously
released to the Corporation to pay taxes, divided by the number of then outstanding Offering Shares. The Corporation’s
ability to provide such opportunity is subject to the Redemption Limitation.
THIRTY-SECOND. The Corporation’s
initial Business Combination must occur with one or more target businesses that together have a fair market value of at least
80% of the assets held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on the
interest earned on the Trust Account) at the time the Corporation signs a definitive agreement in connection with the initial
Business Combination.
THIRTY-THIRD. Notwithstanding any other
provision in this Second Amended and Restated Certificate, prior to the closing of the initial Business Combination, the holders
of Class B Common Stock shall have the exclusive right to elect and remove any director, and the holders of Class A Common Stock
shall have no right to vote on the election or removal of any director. This paragraph THIRTY-THIRD may only be amended by a resolution
passed by a majority of holders of at least ninety percent (90%) of the outstanding shares of Class B Common Stock entitled to
vote thereon.
THIRTY-FOURTH. The doctrine of corporate
opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors,
or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary
duties or contractual obligations they may have as of the date of this Second Amended and Restated Certificate or in the future.
In addition to the foregoing, the doctrine of corporate opportunity shall not apply to any other corporate opportunity with respect
to any of the directors or officers of the Corporation unless such corporate opportunity is offered to such person solely in his
or her capacity as a director or officer of the Corporation and such opportunity is one the Corporation is legally and contractually
permitted to undertake and would otherwise be reasonable for the Corporation to pursue.
THIRTY-FIFTH. The Corporation reserves the
right at any time and from time to time to amend, alter, change or repeal any provision contained in this Second Amended and Restated
Certificate (including any Preferred Stock Designation), and other provisions authorized by the laws of the State of Delaware at
the time in force that may be added or inserted, in the manner now or hereafter prescribed by this Second Amended and Restated
Certificate and the DGCL; and, except as set forth in paragraphs, TWENTY-THIRD and TWENTY-FOURTH, all rights, preferences and privileges
of whatever nature herein conferred upon stockholders, directors or any other persons by and pursuant to this Second Amended and
Restated Certificate in its present form or as hereafter amended are granted subject to the right reserved in this paragraph THIRTY-FIFTH;
provided, however, that paragraphs TWENTY-FIFTH, TWENTY-SIXTH, TWENTY-SEVENTH, TWENTY-EIGHTH, TWENTY-NINTH, THIRTIEETH, THIRTY-FIRST,
THIRTY-SECOND and THIRTY-THIRD of this Second Amended and Restated Certificate may be amended only as provided therein.
[Signature page follows]
IN WITNESS WHEREOF, Foley Trasimene Acquisition
Corp. has caused this Second Amended and Restated Certificate to be duly executed and acknowledged in its name and on its behalf
by an authorized officer as of the date first set forth above.
|
|
FOLEY TRASIMENE ACQUISITION
CORP.
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
Michael L. Gravelle
|
|
|
|
General Counsel and
|
|
|
|
Corporate Secretary
|
Exhibit 4.1
SPECIMEN UNIT CERTIFICATE
NUMBER UNITS
U-
SEE REVERSE FOR
CERTAIN
DEFINITIONS
|
Foley Trasimene Acquisition Corp.
|
|
CUSIP [●]
UNITS CONSISTING OF ONE SHARE OF COMMON
STOCK AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK
THIS CERTIFIES THAT
is the owner of Units.
Each Unit (“Unit”) consists of one (1) share
of Class A common stock, par value $0.0001 per share (“Common Stock”), of Foley Trasimene Acquisition Corp., a
Delaware corporation (the “Company”), and one-third (1/3) of one redeemable warrant (each whole warrant, a
“Warrant”). Each whole Warrant entitles the holder to purchase one (1) share (subject to adjustment) of Common
Stock for $11.50 per share (subject to adjustment). Each Warrant will become exercisable on the later of (i) thirty (30) days
after the Company’s completion of a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more businesses (each a “Business Combination”), and (ii)
twelve (12) months from the closing of the Company’s initial public offering, and will expire unless exercised before
5:00 p.m., New York City Time, on the date that is five (5) years after the date on which the Company completes its initial
Business Combination, or earlier upon redemption or liquidation (the “Expiration Date”). The Common Stock and
Warrants comprising the Units represented by this certificate are not transferable separately prior to , 2020, unless Credit
Suisse Securities (USA) LLC and BofA Securities, Inc. elect to allow earlier separate trading, subject to the Company’s
filing with the Securities and Exchange Commission of a Current Report on Form 8-K containing an audited balance sheet
reflecting the Company’s receipt of the gross proceeds of the initial public offering and issuing a press release
announcing when separate trading will begin. No fractional warrants will be issued upon separation of the Units and only
whole Warrants will trade. The terms of the Warrants are governed by a Warrant Agreement, dated as of , 2020, between the
Company and Continental Stock Transfer & Trust Company, as Warrant Agent, and are subject to the terms and provisions
contained therein, all of which terms and provisions the holder of this certificate consents to by acceptance hereof. Copies
of the Warrant Agreement are on file at the office of the Warrant Agent at 1 State Street, 30th Floor, New York, New York
10004, and are available to any Warrant holder on written request and without cost.
This certificate is not valid unless countersigned
by the Transfer Agent and Registrar of the Company.
This certificate shall be governed by and construed
in accordance with the internal laws of the State of New York.
Witness the facsimile signatures of its duly authorized
officers.
|
By
|
|
|
|
|
Chief Financial Officer
|
|
Foley Trasimene Acquisition Corp.
The Company will furnish without charge
to each unitholder who so requests, a statement of the powers, designations, preferences and relative, participating, optional
or other special rights of each class of stock or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights.
The following abbreviations, when used in
the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable
laws or regulations:
|
TEN COM
|
—
|
as tenants in common
|
|
UNIF GIFT MIN ACT
|
—
|
|
Custodian
|
|
|
|
|
|
|
|
|
(Cust)
|
|
(Minor)
|
|
|
|
|
|
|
|
|
|
TEN ENT
|
—
|
as tenants by the entireties
|
|
|
|
under Uniform Gifts to Minors Act
|
|
|
|
|
|
|
|
(State)
|
|
|
|
|
|
|
|
|
|
JT TEN
|
—
|
as joint tenants with right of survivorship and not as tenants in common
|
|
|
|
|
Additional abbreviations may also be used
though not in the above list.
For value received, hereby sells, assigns and transfers unto
|
|
|
|
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
|
|
|
|
|
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)
Units represented by the within Certificate,
and do hereby irrevocably constitute and appoint Attorney to transfer the said Units on the books of the within named Company with
full power of substitution in the premises.
|
Dated
|
|
|
|
|
|
|
|
|
|
|
|
|
Notice:
|
The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular,
without alteration or enlargement or any change whatever.
|
|
|
|
|
Signature(s) Guaranteed:
|
|
|
|
|
|
|
|
|
|
|
|
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR RULES).
|
|
In each case, as more fully described in the
Company’s final prospectus dated , 2020, the holder(s) of this certificate shall be entitled to receive a pro-rata
portion of certain funds held in the trust account established in connection with the Company’s initial public offering
only in the event that (i) the Company redeems the shares of Common Stock sold in its initial public offering and liquidates
because it does not consummate an initial business combination by the date set forth in the Company’s second amended
and restated certificate of incorporation, (ii) the Company redeems the shares of Common Stock sold in its initial public
offering in connection with a stockholder vote to amend the Company’s second amended and restated certificate of
incorporation (a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with
the Company’s initial business combination or to redeem 100% of the Common Stock if it does not consummate an initial
business combination by the date set forth in the Company’s second amended and restated certificate of incorporation or
(b) with respect to any other provisions relating to the rights of holders of the Common Stock or pre-initial Business
Combination activity or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Common Stock
in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder approval of the
proposed initial business combination) setting forth the details of a proposed initial business combination. In no other
circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.
Exhibit 4.2
SPECIMEN CLASS A COMMON STOCK CERTIFICATE
FOLEY TRASIMENE ACQUISITION CORP.
INCORPORATED UNDER THE LAWS OF THE STATE
OF DELAWARE
CLASS A COMMON STOCK
SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP [●]
This Certifies that is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES
OF THE PAR VALUE OF $0.0001
EACH OF THE CLASS A COMMON STOCK OF
FOLEY TRASIMENE ACQUISITION CORP. (THE
“COMPANY”)
transferable on the books of the Company
in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
The Company will be forced to redeem
all of its shares of Class A common stock if it is unable to complete a business combination by the date set forth in the Company’s
second amended and restated certificate of incorporation, as the same may be amended from time to time, all as more fully described
in the Company’s final prospectus dated , 2020.
This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
Witness the seal of the Company and the
facsimile signatures of its duly authorized officers.
|
Dated:
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Executive Officer
|
|
[Corporate Seal]
Delaware
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
FOLEY TRASIMENE ACQUISITION CORP.
The Company will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class
of stock or series thereof of the Company and the qualifications, limitations, or restrictions of such preferences and/or rights.
This certificate and the shares represented thereby are issued and shall be held subject to all the provisions of the Company’s
second amended and restated certificate of incorporation and all amendments thereto and resolutions of the Company’s Board
of Directors providing for the issue of securities (copies of which may be obtained from the secretary of the Company), to all
of which the holder of this certificate by acceptance hereof assents. The following abbreviations, when used in the inscription
on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:
|
TEN COM
|
—
|
as tenants in common
|
|
UNIF GIFT
MIN ACT
|
—
|
|
Custodian
|
|
|
|
|
|
|
|
|
(Cust)
|
|
(Minor)
|
|
|
|
|
|
|
|
|
|
TEN ENT
|
—
|
as tenants by the entireties
|
|
|
|
under Uniform Gifts to
Minors Act
|
|
|
|
|
|
|
|
(State)
|
|
|
|
|
|
|
|
|
|
JT TEN
|
—
|
as joint tenants with
right of survivorship and
not as tenants in
common
|
|
|
|
|
Additional abbreviations may also be used though not in the
above list.
For value received, hereby sells, assigns and transfers unto
(PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER(S) OF ASSIGNEE(S))
(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES),
INCLUDING ZIP CODE, OF ASSIGNEE(S))
Shares of the Class A common stock represented by the
within Certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of
the within named Company with full power of substitution in the premises.
|
|
NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
|
|
Signature(s) Guaranteed:
|
|
|
|
|
|
By
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR RULE).
In each case, as more fully described in the
Company’s final prospectus dated , 2020, the holder(s) of this certificate shall be entitled to receive a pro-rata
portion of certain funds held in the trust account established in connection with its initial public offering only in the
event that (i) the Company redeems the shares of Class A common stock sold in its initial public offering and liquidates
because it does not consummate an initial business combination by the date set forth in the Company’s second amended
and restated certificate of incorporation, (ii) the Company redeems the share of Class A common stock sold in its initial
public offering in connection with a stockholder vote to amend the Company’s second amended and restated certificate of
incorporation (a) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with
its initial business combination or to redeem 100% of the Class A common stock if it does not consummate an initial business
combination by the date set forth in the Company’s second amended and restated certificate of incorporation or (b) with
respect to any other provisions relating to the rights of holders of the Class A common stock or pre-initial business
combination activity, or (iii) if the holder(s) seek(s) to redeem for cash his, her or its respective shares of Class A
common stock in connection with a tender offer (or proxy solicitation, solely in the event the Company seeks stockholder
approval of the proposed initial business combination) setting forth the details of a proposed initial business combination.
In no other circumstances shall the holder(s) have any right or interest of any kind in or to the trust account.
Exhibit 4.3
Form of Warrant Certificate
[FACE]
Number
Warrants
THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD
PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
FOLEY TRASIMENE ACQUISITION CORP.
Incorporated Under the Laws of the State
of Delaware
CUSIP [●]
Warrant Certificate
This Warrant Certificate certifies that , or registered
assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”)
to purchase shares of Class A common stock, $0.0001 par value per share (the “Common Stock”), of Foley
Trasimene Acquisition Corp., a Delaware corporation (the “Company”). Each Warrant entitles the holder,
upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of
fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment
of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein
and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given
to them in the Warrant Agreement.
Each whole Warrant is initially exercisable for one fully paid
and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant. If, upon the exercise
of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company will, upon exercise,
round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder. The number of shares
of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth
in the Warrant Agreement.
The initial Exercise Price per share of Common Stock for any
Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth
in the Warrant Agreement.
Subject to the conditions set forth in the Warrant Agreement,
the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise Period,
such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.
Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully
set forth at this place.
This Warrant Certificate shall not be valid unless countersigned
by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate shall be governed by and construed
in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.
|
|
FOLEY TRASIMENE ACQUISITION CORP.
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
|
Title:
|
|
|
|
|
|
|
|
CONTINENTAL STOCK TRANSFER
& TRUST COMPANY, as Warrant Agent
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
|
|
|
Title:
|
|
Form of Warrant Certificate
[Reverse]
The Warrants evidenced by this Warrant Certificate are part
of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued or to
be issued pursuant to a Warrant Agreement dated as of , 2020 (the “Warrant Agreement”), duly executed
and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant
Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is
hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the
Warrant Agent, the Company and the holders (the words “holders” or “holder”
meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained
by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein
shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised at any time during the Exercise Period
set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise them by surrendering
this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with
payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as provided for
in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of
Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced hereby, there
shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not
exercised.
Notwithstanding anything else in this Warrant Certificate or
the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering the shares
of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the
shares of Common Stock is current, except through “cashless exercise” as provided for in the Warrant Agreement.
The Warrant Agreement provides that upon the occurrence of certain
events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face hereof may, subject to
certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest
in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock
to be issued to the holder of the Warrant.
Warrant Certificates, when surrendered at the principal
corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney
duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.
Upon due presentation for registration of transfer of this Warrant
Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject
to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental charge imposed in
connection therewith.
The Company and the Warrant Agent may deem and treat the Registered
Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other
purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Warrants nor
this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to receive shares of Common Stock and herewith tenders payment for such
shares of Common Stock to the order of Foley Trasimene Acquisition Corp. (the “Company”) in the amount of
$ in accordance with the terms hereof. The undersigned requests that a
certificate for such shares of Common Stock be registered in the name
of , whose address
is and that such shares of Common Stock
be delivered to whose address
is . If said number of shares of Common Stock is less than
all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Warrant Certificate representing
the remaining balance of such shares of Common Stock be registered in the name
of , whose address
is and that such Warrant
Certificate be delivered to , whose
address is .
In the event that the Warrant has been called for
redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its
Warrant pursuant to a Make-Whole Exercise, the number of shares of Common Stock that this Warrant is exercisable for shall be
determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as applicable.
In the event that the Warrant is a Private Placement Warrant
that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the
number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c)
of the Warrant Agreement, as applicable.
In the event that the Warrant is to be exercised on a “cashless”
basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable
for shall be determined in accordance with Section 7.4 of the Warrant Agreement.
In the event that the Warrant may be exercised, to the
extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this Warrant
is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such
cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to
exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant
Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock
purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate
representing the remaining balance of such shares of Common Stock be registered in the name of
, whose address is and that such
Warrant Certificate be delivered to
, whose address is
.
[Signature Page Follows]
|
Date: , 20
|
|
|
|
(Signature)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Address)
|
|
|
|
|
|
|
|
|
(Tax Identification Number)
|
Signature Guaranteed:
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
[Signature Page to Election to Purchase]
Exhibit 4.4
WARRANT AGREEMENT
between
FOLEY TRASIMENE ACQUISITION CORP.
and
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Dated [●], 2020
THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [●], 2020, is by and between Foley Trasimene Acquisition Corp., a Delaware corporation (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant
Agent”, also referred to herein as the “Transfer Agent”).
WHEREAS,
on [●], 2020, the Company entered into that certain Private Placement Warrants Purchase Agreement, with Trasimene Capital
FT, LP, a Delaware limited partnership (the “Trasimene Sponsor”) and Bilcar FT, LP, a Delaware limited
partnership (the “Bilcar Sponsor”, and together with the Trasimene Sponsor, the “Sponsors”),
pursuant to which the Sponsors will purchase an aggregate of 11,333,334 warrants (or 12,833,334 warrants in the aggregate if the
Over-allotment Option (as defined below) in connection with the Company’s Offering (as defined below) is exercised
in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable), bearing
the legend set forth in Exhibit B hereto (the “Private Placement Warrants”) at a purchase price
of $1.50 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one share of Class
A common stock (as defined below) at a price of $11.50 per share, subject to adjustment as described herein; and
WHEREAS, on May 8, 2020, the Company entered
into certain Forward Purchase Agreements (the “Forward Purchase Agreements”) with Cannae Holdings, Inc.
(“Cannae Holdings”) and THL FTAC, LLC (“THL FTAC”) pursuant to which each of
Cannae Holdings and THL FTAC will be issued Forward Purchase Warrants, bearing the legend set forth in Exhibit C hereto (the “Forward
Purchase Warrants”) in a private placement transaction to occur at or prior to the time of the Company’s initial
Business Combination (as defined below); and
WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial merger, share exchange, asset
acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a
“Business Combination”), the Sponsors or an affiliate of our Sponsors or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000
of such loans may be convertible into up to an additional 1,000,000 Private Placement Warrants at a price of $1.50 per Private
Placement Warrant; and
WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one share of Class A common stock (as defined below) and one-third of one Public Warrant (as defined below) (the “Units”)
and, in connection therewith, has determined to issue and deliver up to 28,750,000 redeemable warrants (including up to 3,750,000
redeemable warrants subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants”
and, together with the Private Placement Warrants and the Forward Purchase Warrants, the “Warrants”).
Each whole Warrant entitles the holder thereof to purchase one share of Class A common stock of the Company, par value $0.0001
per share (“Class A common stock”), for $11.50 per share, subject to adjustment as described herein.
Only whole Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant; and
WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration
statement on Form S-1, No. 333- 238135 (the “Registration Statement”) and prospectus (the
“Prospectus”), for the registration, under the Securities Act of 1933, as amended (the
“Securities Act”), of the Units, the Public Warrants and the shares of Class A common stock
included in the Units; and
WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
WHEREAS, the Company desires to provide
for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights,
limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and
WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the
Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid,
binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:
1.
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the
Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and
conditions set forth in this Agreement.
2.
Warrants.
2.1
Form of Warrant. Each Warrant shall initially be issued in registered form only.
2.2
Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent
pursuant to this Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.
2.3
Registration.
2.3.1
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for
the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants
in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such
denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial
interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained
by institutions that have accounts with The Depository Trust Company (the “Depositary”) (such institution,
with respect to a Warrant in its account, a “Participant”).
If
the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may
instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants
are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent
shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant,
and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing
such Warrants (“Definitive Warrant Certificates”) which shall be in the form annexed hereto as Exhibit
A.
Physical
certificates, if issued, shall be signed by, or bear the facsimile signature of, the President, Chief Financial Officer, or other
principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall
have ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with
the same effect as if he or she had not ceased to be such at the date of issuance.
2.3.2
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant
Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered
Holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on any physical certificate made by anyone other than the Company or the Warrant Agent), for the
purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by
any notice to the contrary.
2.4
Detachability of Warrants. The shares of Class A common stock and Public Warrants comprising the Units shall begin
separate trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday,
Sunday or federal holiday, on which banks in New York City are generally open for normal business (a “Business Day”),
then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”)
with the consent of Credit Suisse Securities (USA) LLC and BofA Securities, Inc., as representatives of the several underwriters,
but in no event shall the shares of Class A common stock and the Public Warrants comprising the Units be separately traded until
(A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt
by the Company of the gross proceeds of the Offering, including the proceeds then received by the Company from the exercise by
the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment Option”),
if the Over-allotment Option is exercised prior to the filing of the Form 8-K, and (B) the Company issues a press release and files
with the Commission a current report on Form 8-K announcing when such separate trading shall begin.
2.5
Fractional Warrants. The Company shall not issue fractional Warrants other than as part of the Units, each of which
is comprised of one share of Class A common stock and one-third of one whole Public Warrant. If, upon the detachment of Public
Warrants from the Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall
round down to the nearest whole number the number of Warrants to be issued to such holder.
2.6
Private Placement Warrants; Forward Purchase Warrants.
2.6.1
The Private Placement Warrants shall be identical to the Public Warrants, except that so long as they are held by the Sponsors
or any of their Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a
“cashless basis,” pursuant to subsection 3.3.1(c) hereof, (ii) including the shares of Class A common stock
issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after
the completion by the Company of an initial Business Combination, (iii) shall not be redeemable by the Company pursuant to Section
6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined
below) is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof); provided, however,
that in the case of clause (ii), the Private Placement Warrants and any shares of Class A common stock held by the Sponsors or
any of their Permitted Transferees that are issued upon exercise of the Private Placement Warrants may be transferred by the holders
thereof:
(a)
to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or
directors, any members or partners of the Sponsors or their affiliates, any affiliates of the Sponsors or any employees of such
affiliates;
(b)
in the case of an individual, by gift to a member of the individual’s immediate family, or to a trust, the beneficiary
of which is a member of one of the individual’s immediate family, or an affiliate of such person, or to a charitable organization;
(c)
in the case of an individual, by virtue of laws of descent and distribution upon death of the individual;
(d)
in the case of an individual, pursuant to a qualified domestic relations order;
(e)
by private sales or transfers made in connection with the consummation of the Company’s Business Combination at prices
no greater than the price at which the securities, were originally purchased;
(f)
by virtue of the limited partnership agreements or other applicable organizational documents of the Sponsors upon dissolution
of any such Sponsor;
(g)
as a distributions to limited partners or members of the Sponsors;
(h)
by virtue of the laws of the State of Delaware or either of the Sponsors’ organizational documents upon liquidation
or dissolution of our Sponsors;
(i)
to the Company for no value for cancellation in connection with the completion of its initial Business Combination;
(j)
in the event of the Company’s liquidation prior to the Company’s completion of its initial Business Combination;
or
(k)
in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which
results in all of the Company’s shareholders having the right to exchange their shares of Class A common stock for cash,
securities or other property subsequent to the completion of the Company’s initial Business Combination; provided,
however, that in each case (except for clauses (i), (j) or (k) or with the prior written consent of the Company) prior to
such registration for transfer, the Warrant Agent shall be presented with written documentation pursuant to which each permitted
transferee (the “Permitted Transferees”) must enter into a written agreement with the Company agreeing
to be bound by these transfer restrictions.
2.6.2
The Forward Purchase Warrants shall have the same terms and be in the same form as the Public Warrants.
3.
Terms and Exercise of Warrants.
3.1
Warrant Price. Each whole Warrant shall entitle the Registered Holder thereof, subject to the provisions of such
Warrant and of this Agreement, to purchase from the Company the number of shares of Class A common stock stated therein, at the
price of $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section
3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share (including
in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent permitted hereunder) described in
the prior sentence at which shares of Class A common stock may be purchased at the time a Warrant is exercised. The Company in
its sole discretion may lower the Warrant Price (including by allowing “cashless exercise”) at any time prior to the
Expiration Date (as defined below) for a period of not less than twenty (20) Business Days, provided that the Company shall provide
at least three (3) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that
any such reduction shall be identical among all of the Warrants.
3.2 Duration
of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) (A)
commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a
Business Combination, and (ii) the date that is twelve (12) months from the date of the closing of the Offering, and (B)
terminating at the earliest to occur of (x) 5:00 p.m., New York City time on the date that is five (5) years after the date
on which the Company completes its initial Business Combination, (y) the liquidation of the Company in accordance with the
Company’s second amended and restated certificate of incorporation, as amended from time to time, if the
Company fails to complete a Business Combination, and (z) other than with respect to the Private Placement Warrants, or their
Permitted Transferees with respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or
exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), Section 6.2 hereof, 5:00 p.m.,
New York City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the
“Expiration Date”); provided, however, that the exercise of any Warrant shall be
subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an
effective registration statement or a valid exemption therefrom being available. Except with respect to the right to receive
the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant or a Forward Purchase Warrant
then held by the Sponsors or Cannae Holdings or THL FTAC thereof, or their Permitted Transferees in connection with a
redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to
adjustment in compliance with Section 4 hereof), Section 6.2 hereof) in the event of a redemption (as set forth in Section
6 hereof), each Warrant (other than a Private Placement Warrant or Forward Purchase Warrant then held by the Sponsors or
Cannae Holdings or THL FTAC thereof, or their Permitted Transferees in the event of a redemption pursuant to Section
6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with
Section 4 hereof), Section 6.2 hereof) not exercised on or before the Expiration Date shall become void, and all
rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the
Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided
that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of
the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.
3.3
Exercise of Warrants.
3.3.1
Payment. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered
Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing
the Warrants to be exercised, or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry
Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated
for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election
to Purchase”) any share of Class A common stock pursuant to the exercise of a Warrant, properly completed and executed
by the Registered Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly
delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant
Price for each share of Class A common stock as to which the Warrant is exercised and any and all applicable taxes due in connection
with the exercise of the Warrant, the exchange of the Warrant for the shares of Class A common stock and the issuance of such shares
of Class A common stock, as follows:
(a)
in lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent;
(b)
[Reserved];
(c)
with respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsors or a Permitted
Transferee, with respect to any Forward Purchase Warrant, so long as such Forward Purchase Warrant is held by Cannae Holdings or
THL FTAC, or their Permitted Transferees, by surrendering the Warrants for that number of shares of Class A common stock equal
to (i) if in connection with a redemption of Private Placement Warrants pursuant to Section 6.2 hereof, as provided in Section
6.2 hereof with respect to a Make-Whole Exercise and (ii) in all other scenarios the quotient obtained by dividing (x) the
product of the number of shares of Class A common stock underlying the Warrants, multiplied by the excess of the “Sponsors
Exercise Fair Market Value” (as defined in this subsection 3.3.1(c)) less the Warrant Price by (y) the Sponsors Exercise
Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsors Fair Market Value” shall mean
the average last reported sale price of the shares of Class A common stock for the ten (10) trading days ending on the third (3rd)
trading day prior to the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent;
(d)
on a cashless basis, as provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or
(e)
on a cashless basis, as provided in Section 7.4 hereof.
3.3.2
Issuance of Shares of Class A Common Stock on Exercise. As soon as practicable after the exercise of any Warrant
and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company
shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of shares
of Class A common stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or
it on the register of members of the Company, and if such Warrant shall not have been exercised in full, a new book-entry position
or countersigned Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding
the foregoing, the Company shall not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a Warrant
and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect
to the shares of Class A common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current,
subject to the Company’s satisfying its obligations under Section 7.4 or a valid exemption from registration is available.
No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Class A common stock upon exercise of
a Warrant unless the shares of Class A common stock issuable upon such Warrant exercise have been registered, qualified or deemed
to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of
the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for
a whole number of shares of Class A common stock. The Company may require holders of Public Warrants to settle the Warrant on a
“cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of
Class A common stock, the Company shall round down to the nearest whole number, the number of shares of Class A common stock to
be issued to such holder.
3.3.3
Valid Issuance. All shares of Class A common stock issued upon the proper exercise of a Warrant in conformity with
this Agreement shall be validly issued, fully paid and nonassessable.
3.3.4
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of
Class A common stock is issued and who is registered in the register of members of the Company shall for all purposes be deemed
to have become the holder of record of such shares of Class A common stock on the date on which the Warrant, or book-entry position
representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such
certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the register
of members of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the
holder of such shares at the close of business on the next succeeding date on which the share transfer books or book-entry system
are open.
3.3.5
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject
to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection
3.3.5 unless he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the
exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after
giving effect to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual
knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the shares of Class
A common stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate
number of shares of Class A common stock beneficially owned by such person and its affiliates shall include the number of shares
of Class A common stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being
made, but shall exclude shares of Class A common stock that would be issuable upon (x) exercise of the remaining, unexercised portion
of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous
to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For purposes of the Warrant, in determining the number of outstanding shares of Class A common stock, the
holder may rely on the number of outstanding shares of Class A common stock as reflected in (1) the Company’s most recent
Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission
as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or Continental
Stock Transfer &Trust Company, as transfer agent (in such capacity, the “Transfer Agent”), setting
forth the number of shares of Class A common stock outstanding. For any reason at any time, upon the written request of the holder
of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of shares
of Class A common stock then outstanding. In any case, the number of issued and outstanding shares of Class A common stock shall
be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates
since the date as of which such number of issued and outstanding shares of Class A common stock was reported. By written notice
to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder
to any other percentage specified in such notice; provided, however, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Company.
4.
Adjustments.
4.1
Share Capitalizations.
4.1.1
Sub-Divisions. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of
issued and outstanding shares of Class A common stock is increased by a capitalization or share dividend of shares of Class A common
stock, or by a sub-division of shares of Class A common stock or other similar event, then, on the effective date of such share
capitalization, sub-division or similar event, the number of shares of Class A common stock issuable on exercise of each Warrant
shall be increased in proportion to such increase in the issued and outstanding shares of Class A common stock. A rights offering
to holders of shares of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than
the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of shares of Class
A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights offering (or
issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the shares
of Class A common stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Class A common stock paid
in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the
rights offering is for securities convertible into or exercisable for shares of Class A common stock, in determining the price
payable for shares of Class A common stock, there shall be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume
weighted average price of the shares of Class A common stock as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market,
regular way, without the right to receive such rights. No shares of Class A common stock shall be issued at less than their par
value.
4.1.2 Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to the holders of shares of Class A common stock on account of such shares
of Class A common stock (or other shares into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the
shares of Class A common stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption
rights of the holders of the shares of Class A common stock in connection with a shareholder vote to amend the
Company’s second amended and restated certificate of incorporation (i) to modify the substance or timing of
the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to
redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination within the
time period required by the Company’s second amended and restated certificate of incorporation, as amended from time
to time, or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business
Combination activity, (e) as a result of the repurchase of shares of Class A common stock by the Company if a proposed
initial Business Combination is presented to the shareholders of the Company for approval or (f) in connection with the
redemption of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent
distribution of its assets upon its liquidation (any such non-excluded event being referred to herein as an
“Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after
the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the
Company’s board of directors (the “Board”), in good faith) of any securities or other assets
paid on each share of Class A common stock in respect of such Extraordinary Dividend. For purposes of this subsection
4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when
combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the
shares of Class A common stock during the 365-day period ending on the date of declaration of such dividend or distribution
(as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash
dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Class A
common stock issuable on exercise of each Warrant) to the extent it does not exceed $0.50 (being 5% of the offering price of
the Units in the Offering).
4.2
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the
number of issued and outstanding shares of Class A common stock is decreased by a consolidation, combination, reverse share split
or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such consolidation,
combination, reverse share split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise
of each Warrant shall be decreased in proportion to such decrease in issued and outstanding shares of Class A common stock.
4.3
Adjustments in Exercise Price. Whenever the number of shares of Class A common stock purchasable upon the exercise
of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted
(to the nearest cent) by multiplying such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of
which shall be the number of shares of Class A common stock purchasable upon the exercise of the Warrants immediately prior to
such adjustment, and (y) the denominator of which shall be the number of shares of Class A common stock so purchasable immediately
thereafter.
4.4
Raising of the Capital in Connection with the Initial Business Combination. If (x) the Company issues additional
shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of its initial
Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such
issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsors
or their affiliates, without taking into account any Class B common stock of the Company, par value $0.0001 per share (the “Class
B common stock”), held by the Sponsors or such affiliates, as applicable, prior to such issuance (the “Newly
Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity
proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the
completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average trading
price of shares of Class A common stock during the twenty (20) trading day period starting on the trading day prior to the day
on which the Company consummates its initial Business Combination (such price, the “Market Value”) is
below $9.20 per share, the Warrant Price will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market
Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described in Section 6.2
and Section 6.1, respectively, will be adjusted (to the nearest cent) to be equal to 100% and 180%, respectively, of the
higher of the Market Value and the Newly Issued Price.
4.5 Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the issued and outstanding
shares of Class A common stock (other than a change under Section 4.1 or Section 4.2 hereof or that solely
affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of the Company
with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and
that does not result in any reclassification or reorganization of the issued and outstanding shares of Class A common stock),
or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as
an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants
shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the
Warrants and in lieu of the shares of Class A common stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property
(including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution
following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised his,
her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however,
that (i) if the holders of the shares of Class A common stock were entitled to exercise a right of election as to the kind or
amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of
securities, cash or other assets constituting the Alternative Issuance for which each Warrant shall become exercisable shall
be deemed to be the weighted average of the kind and amount received per share by the holders of the shares of Class A common
stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption
offer shall have been made to and accepted by the holders of the shares of Class A common stock (other than a tender,
exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as
provided for in the Company’s second amended and restated certificate of incorporation or as a result of the
repurchase of shares of Class A common stock by the Company if a proposed initial Business Combination is presented to the
shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the
maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which
such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the
Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within
the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding shares of Class A common stock,
the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or
other property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised
the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the shares of Class A
common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from
and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for
in this Section 4; provided further that if less than 70% of the consideration receivable by the holders of the
shares of Class A common stock in the applicable event is payable in the form of shares in the successor entity that is
listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so
listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant
within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company pursuant
to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal
to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as
defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The
“Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the
applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (assuming
zero dividends) (“Bloomberg”). For purposes of calculating such amount, (i) Section 6 of
this Agreement shall be taken into account, (ii) the price of each share of Class A common stock shall be the volume weighted
average price of the shares of Class A common stock as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event, (iii) the assumed volatility shall be the 90 day volatility obtained
from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the
applicable event and (iv) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal
to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of
the shares of Class A common stock consists exclusively of cash, the amount of such cash per share of Class A common stock,
and (ii) in all other cases, the volume weighted average price of the shares of Class A common stock as reported during the
ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any
reclassification or reorganization also results in a change in shares of Class A common stock covered by subsection
4.1.1, then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section
4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value
per share issuable upon exercise of such Warrant.
4.6
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise
of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.
Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the Company
shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder
in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such event.
4.7
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued
to such holder.
4.8
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants
initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its sole discretion
make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and
any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may
be in the form as so changed.
4.9
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of the preceding
subsections of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants
in order to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then,
in each such case, the Company shall appoint a firm of independent registered public accountants, investment banking or other appraisal
firm of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented
by the Warrants is necessary to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment
is necessary, the terms of such adjustment; provided, however, that under no circumstances shall the Warrants be
adjusted pursuant to this Section 4.9 as a result of any issuance of securities in connection with a Business Combination.
The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.
4.10
No Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result
of an adjustment to the conversion ratio of the Class B common stock into shares of Class A common stock or the conversion of the
Class B common stock into shares of Class A common stock, in each case, pursuant to the Company’s second amended and restated
certificate of incorporation, as amended from time to time.
5. Transfer
and Exchange of Warrants.
5.1
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant
upon the Warrant Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and
accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number
of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants,
the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.
5.2
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested
by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that except as otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred
only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a
successor depository; provided further, however that in the event that a Warrant surrendered for transfer bears a
restrictive legend (as in the case of the Private Placement Warrants and the Forward Purchase Warrants), the Warrant Agent shall
not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for
the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.
5.3
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which
shall result in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the
Units.
5.4
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.
5.5
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in
accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5,
and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of
the Company for such purpose.
5.6
Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together
with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange
of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer
of Warrants on and after the Detachment Date.
6. Redemption.
6.1
Redemption of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00. Subject to Section
6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during
the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in
Section 6.3 below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value (as defined
below) equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an
effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the Warrants,
and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3
below).
6.2 Redemption
of Warrants When the Price per Share of Our Class A Common Stock Equals or Exceeds $10.00. Subject to Section 6.5
hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the
Exercise Period, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section
6.3 below, at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds
$10.00 per share (subject to adjustment in compliance with Section 4 hereof) and (ii) if the Reference Value is less
than $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the Private Placement Warrants and
Forward Purchase Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants.
During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the
Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and
receive a number of shares of Class A common stock determined by reference to the table below, based on the Redemption Date
(calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market
Value” (as such term is defined in this Section 6.2) (a “Make-Whole Exercise”). Solely
for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted
average price of the shares of Class A common stock for the ten (10) trading days immediately following the date on which
notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption
pursuant to this Section 6.2, the Company shall provide the Registered Holders with the Redemption Fair Market Value
no later than one (1) Business Day after the ten (10) trading day period described above ends.
|
Redemption Date
|
|
Redemption Fair Market Value of Shares of Class A Common Stock
|
|
|
(period to
expiration
of warrants)
|
|
≤10.00
|
|
|
11.00
|
|
|
12.00
|
|
|
13.00
|
|
|
14.00
|
|
|
15.00
|
|
|
16.00
|
|
|
17.00
|
|
|
≥18.00
|
|
|
60 months
|
|
|
0.261
|
|
|
|
0.280
|
|
|
|
0.297
|
|
|
|
0.311
|
|
|
|
0.324
|
|
|
|
0.337
|
|
|
|
0.348
|
|
|
|
0.358
|
|
|
|
0.361
|
|
|
57 months
|
|
|
0.257
|
|
|
|
0.277
|
|
|
|
0.294
|
|
|
|
0.310
|
|
|
|
0.324
|
|
|
|
0.337
|
|
|
|
0.348
|
|
|
|
0.358
|
|
|
|
0.361
|
|
|
54 months
|
|
|
0.252
|
|
|
|
0.272
|
|
|
|
0.291
|
|
|
|
0.307
|
|
|
|
0.322
|
|
|
|
0.335
|
|
|
|
0.347
|
|
|
|
0.357
|
|
|
|
0.361
|
|
|
51 months
|
|
|
0.246
|
|
|
|
0.268
|
|
|
|
0.287
|
|
|
|
0.304
|
|
|
|
0.320
|
|
|
|
0.333
|
|
|
|
0.346
|
|
|
|
0.357
|
|
|
|
0.361
|
|
|
48 months
|
|
|
0.241
|
|
|
|
0.263
|
|
|
|
0.283
|
|
|
|
0.301
|
|
|
|
0.317
|
|
|
|
0.332
|
|
|
|
0.344
|
|
|
|
0.356
|
|
|
|
0.361
|
|
|
45 months
|
|
|
0.235
|
|
|
|
0.258
|
|
|
|
0.279
|
|
|
|
0.298
|
|
|
|
0.315
|
|
|
|
0.330
|
|
|
|
0.343
|
|
|
|
0.356
|
|
|
|
0.361
|
|
|
42 months
|
|
|
0.228
|
|
|
|
0.252
|
|
|
|
0.274
|
|
|
|
0.294
|
|
|
|
0.312
|
|
|
|
0.328
|
|
|
|
0.342
|
|
|
|
0.355
|
|
|
|
0.361
|
|
|
39 months
|
|
|
0.221
|
|
|
|
0.246
|
|
|
|
0.269
|
|
|
|
0.290
|
|
|
|
0.309
|
|
|
|
0.325
|
|
|
|
0.340
|
|
|
|
0.354
|
|
|
|
0.361
|
|
|
36 months
|
|
|
0.213
|
|
|
|
0.239
|
|
|
|
0.263
|
|
|
|
0.285
|
|
|
|
0.305
|
|
|
|
0.323
|
|
|
|
0.339
|
|
|
|
0.353
|
|
|
|
0.361
|
|
|
33 months
|
|
|
0.205
|
|
|
|
0.232
|
|
|
|
0.257
|
|
|
|
0.280
|
|
|
|
0.301
|
|
|
|
0.320
|
|
|
|
0.337
|
|
|
|
0.352
|
|
|
|
0.361
|
|
|
30 months
|
|
|
0.196
|
|
|
|
0.224
|
|
|
|
0.250
|
|
|
|
0.274
|
|
|
|
0.297
|
|
|
|
0.316
|
|
|
|
0.335
|
|
|
|
0.351
|
|
|
|
0.361
|
|
|
27 months
|
|
|
0.185
|
|
|
|
0.214
|
|
|
|
0.242
|
|
|
|
0.268
|
|
|
|
0.291
|
|
|
|
0.313
|
|
|
|
0.332
|
|
|
|
0.350
|
|
|
|
0.361
|
|
|
24 months
|
|
|
0.173
|
|
|
|
0.204
|
|
|
|
0.233
|
|
|
|
0.260
|
|
|
|
0.285
|
|
|
|
0.308
|
|
|
|
0.329
|
|
|
|
0.348
|
|
|
|
0.361
|
|
|
21 months
|
|
|
0.161
|
|
|
|
0.193
|
|
|
|
0.223
|
|
|
|
0.252
|
|
|
|
0.279
|
|
|
|
0.304
|
|
|
|
0.326
|
|
|
|
0.347
|
|
|
|
0.361
|
|
|
18 months
|
|
|
0.146
|
|
|
|
0.179
|
|
|
|
0.211
|
|
|
|
0.242
|
|
|
|
0.271
|
|
|
|
0.298
|
|
|
|
0.322
|
|
|
|
0.345
|
|
|
|
0.361
|
|
|
15 months
|
|
|
0.130
|
|
|
|
0.164
|
|
|
|
0.197
|
|
|
|
0.230
|
|
|
|
0.262
|
|
|
|
0.291
|
|
|
|
0.317
|
|
|
|
0.342
|
|
|
|
0.361
|
|
|
12 months
|
|
|
0.111
|
|
|
|
0.146
|
|
|
|
0.181
|
|
|
|
0.216
|
|
|
|
0.250
|
|
|
|
0.282
|
|
|
|
0.312
|
|
|
|
0.339
|
|
|
|
0.361
|
|
|
9 months
|
|
|
0.090
|
|
|
|
0.125
|
|
|
|
0.162
|
|
|
|
0.199
|
|
|
|
0.237
|
|
|
|
0.272
|
|
|
|
0.305
|
|
|
|
0.336
|
|
|
|
0.361
|
|
|
6 months
|
|
|
0.065
|
|
|
|
0.099
|
|
|
|
0.137
|
|
|
|
0.178
|
|
|
|
0.219
|
|
|
|
0.259
|
|
|
|
0.296
|
|
|
|
0.331
|
|
|
|
0.361
|
|
|
3 months
|
|
|
0.034
|
|
|
|
0.065
|
|
|
|
0.104
|
|
|
|
0.150
|
|
|
|
0.197
|
|
|
|
0.243
|
|
|
|
0.286
|
|
|
|
0.326
|
|
|
|
0.361
|
|
|
0 months
|
|
|
—
|
|
|
|
—
|
|
|
|
0.042
|
|
|
|
0.115
|
|
|
|
0.179
|
|
|
|
0.233
|
|
|
|
0.281
|
|
|
|
0.323
|
|
|
|
0.361
|
|
The
exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption
Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number
of shares of Class A common stock to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line
interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and
later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.
The share prices set forth in the column
headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise of a Warrant
is adjusted pursuant to Section 4 hereof. The adjusted share prices in the column headings shall equal the share prices
immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon
exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon
exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same
time as the number of shares issuable upon exercise of a Warrant. In no event will the number of shares issued in connection with
a Make-Whole Exercise exceed 0.361 shares of Class A common stock per Warrant (subject to adjustment).
6.3
Date Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event that the Company elects
to redeem the Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty
(30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of
the Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice.
As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which any Warrants
are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference Value” shall mean the last
reported sales price of the shares of Class A common stock for any twenty (20) trading days within the thirty (30) trading-day
period ending on the third trading day prior to the date on which notice of the redemption is given.
6.4
Exercise After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis”
in accordance with Section 6.2 of this Agreement) at any time after notice of redemption shall have been given by the Company
pursuant to Section 6.3 hereof and prior to the Redemption Date. On and after the Redemption Date, the record holder of
the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.
6.5
Exclusion of Private Placement Warrants and Forward Purchase Warrants. The Company agrees that (a) the redemption
rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants and Forward Purchase Warrants if
at the time of the redemption such Private Placement Warrants or Forward Purchase Warrants continue to be held by the Sponsors
or Cannae Holdings or THL FTAC, thereof, or their Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00
per share (subject to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2
hereof shall not apply to the Private Placement Warrants or Forward Purchase Warrants if at the time of the redemption such Private
Placement Warrants or Forward Purchase Warrants continue to be held by the Sponsors or Cannae Holdings or THL FTAC thereof, or
their Permitted Transferees. However, once such Private Placement Warrants or Forward Purchase Warrants are transferred (other
than to Permitted Transferees in accordance with Section 2.6 hereof), the Company may redeem the Private Placement Warrants
or Forward Purchase Warrants pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are
met, including the opportunity of the holder of such Private Placement Warrants or Forward Purchase Warrants to exercise the Private
Placement Warrants or Forward Purchase Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants
or Forward Purchase Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to
be Private Placement Warrants or Forward Purchase Warrants and shall become Public Warrants under this Agreement, including for
purposes of Section 9.8 hereof.
7.
Other Provisions Relating to Rights of Holders of Warrants.
7.1
No Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a shareholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive
rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of
directors of the Company or any other matter.
7.2
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company
and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the
case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant
so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.
7.3
Reservation of Shares of Class A Common Stock. The Company shall at all times reserve and keep available a number
of its authorized but unissued shares of Class A common stock that shall be sufficient to permit the exercise in full of all outstanding
Warrants issued pursuant to this Agreement.
7.4 Registration of Shares of Class A Common Stock; Cashless Exercise at Company’s Option.
7.4.1
Registration of the Shares of Class A Common Stock. The Company agrees that as soon as practicable, but in no event
later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable
efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the shares of Class
A common stock issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same
to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto,
until the expiration or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration
statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business
Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business
Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission,
and during any other period when the Company shall fail to have maintained an effective registration statement covering the issuance
of the shares of Class A common stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,”
pursuant to subsection 3.3.1, by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act or another
exemption) for that number of shares of Class A common stock equal to the lesser of (A) the quotient obtained by dividing (x) the
product of the number of shares of Class A common stock underlying the Warrants, multiplied by the excess of the “Fair Market
Value” (as defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this
subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average price of the shares of Class A
common stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise
is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice
of “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection
with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an
opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise
of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered
under the Securities Act and (ii) the shares of Class A common stock issued upon such exercise shall be freely tradable under United
States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act)
of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2,
for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue
to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.
7.4.2
Cashless Exercise at Company’s Option. If the shares of Class A common stock are at the time of any exercise
of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security”
under Section 18(b)(1) of the Securities Act, the Company may, at its option, (i) require holders of Public Warrants who exercise
Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company shall (x) not be required
to file or maintain in effect a registration statement for the registration, under the Securities Act, of the shares of Class A
common stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its
commercially reasonable efforts to register or qualify for sale the shares of Class A common stock issuable upon exercise of the
Public Warrant under applicable blue sky laws of the state of the residence of the holder to the extent an exemption is not available.
8.
Concerning the Warrant Agent and Other Matters.
8.1
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon
the Company or the Warrant Agent in respect of the issuance or delivery of shares of Class A common stock upon the exercise of
the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.
8.2
Resignation, Consolidation, or Merger of Warrant Agent.
8.2.1
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign
its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing
to the Company. If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment
within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent
or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then
the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such
court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal
office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be
vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.
8.2.2
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give
notice thereof to the predecessor Warrant Agent and the Transfer Agent for the shares of Class A common stock not later than the
effective date of any such appointment.
8.2.3
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which
it may be consolidated or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party
shall be the successor Warrant Agent under this Agreement without any further act.
8.3
Fees and Expenses of Warrant Agent.
8.3.1
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant
Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.
8.3.2
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed,
acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.
8.4
Liability of Warrant Agent.
8.4.1
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed
to be conclusively proved and established by a statement signed by the President or Chief Financial Officer of the Company and
delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by
it pursuant to the provisions of this Agreement.
8.4.2
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud
or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including
judgments, out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution
of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.
8.4.3
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with
respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible
for any breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall
not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner,
method, or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment;
nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any
shares of Class A common stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Class A common
stock shall, when issued, be valid and fully paid and nonassessable.
8.5
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform
the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect
to Warrants exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase
of shares of Class A common stock through the exercise of the Warrants.
8.6
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Company and Continental Stock Transfer & Trust Company as trustee thereunder) and hereby
agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever.
The Warrant Agent hereby waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust
Account.
9.
Miscellaneous Provisions.
9.1
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant
Agent shall bind and inure to the benefit of their respective successors and assigns.
9.2
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or
by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed
(until another address is filed in writing by the Company with the Warrant Agent), as follows:
Foley Trasimene Acquisition Corp.
1701 Village Center Circle
Las Vegas, NV 89134
Attention: Michael L. Gravelle, General Counsel and Corporate Secretary
email: MGravelle@fnf.com
Any notice, statement or demand authorized by this Agreement
to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when
so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after
deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company),
as follows:
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, NY 10004
Attention: Compliance Department
9.3
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed
in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in
the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim
against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of
New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction.
The Company hereby waives any objection to such jurisdiction and that such courts represent an inconvenient forum.
9.4
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give
to, any person or corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim
under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions,
stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto
and their successors and assigns and of the Registered Holders of the Warrants.
9.5
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the
office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of
any Warrant. The Warrant Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant
Agent.
9.6
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such
counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and
the same instrument.
9.7
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall
not affect the interpretation thereof.
9.8
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for
the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding
or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary
or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders. All other modifications
or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms
of only the Private Placement Warrants and/or the Forward Purchase Warrants, shall require the vote or written consent of the Registered
Holders of 65% of the then outstanding Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price
or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent
of the Registered Holders. Notwithstanding anything to the contrary herein, any modification or amendment to the terms of the Forward
Purchase Warrants shall require the vote or written consent of the Registered Holders of 65% of the then-outstanding Forward Purchase
Warrants. Notwithstanding anything to the contrary herein, any modification or amendment to the terms of the Forward Purchase Warrants
shall require the vote or written consent of the Registered Holders of 65% of the then-outstanding Forward Purchase Warrants.
9.9
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
Exhibit A Form of Warrant Certificate
Exhibit B Legend — Private Placement Warrants and Forward
Purchase Warrants
IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first above written.
|
|
FOLEY TRASIMENE ACQUISITION CORP.
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Michael L. Gravelle
|
|
|
|
Title:
|
General Counsel and Corporate
|
|
|
|
|
Secretary
|
|
|
|
|
|
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
|
|
|
as Warrant Agent
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
[Signature Page to Warrant Agreement]
EXHIBIT
A
Form
of Warrant Certificate
[FACE]
Number
Warrants
THIS WARRANT SHALL BE VOID IF NOT
EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
FOLEY TRASIMENE ACQUISITION CORP.
Incorporated Under the Laws of the State
of Delaware
CUSIP [•]
Warrant Certificate
This
Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby
(the “Warrants” and each, a “Warrant”) to purchase shares of Class A common
stock, $0.0001 par value (the “Class A common stock”), of Foley Trasimene Acquisition Corp., a Delaware
corporation (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth
in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of
Class A common stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant
to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in
the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price
at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement.
Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.
Each
whole Warrant is initially exercisable for one fully paid and non-assessable share of Class A common stock. No fractional shares
will be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional
interest in a share of Class A common stock, the Company will, upon exercise, round down to the nearest whole number the
number of shares of Class A common stock to be issued to the Warrant holder. The number of shares of Class A common stock issuable
upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.
The initial Exercise Price per one share
of Class A common stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.
Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and
to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed,
subject to certain conditions, as set forth in the Warrant Agreement.
Reference is hereby made to the further
provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have
the same effect as though fully set forth at this place.
This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without
regard to conflicts of laws principles thereof.
|
|
FOLEY TRASIMENE ACQUISITION CORP.
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
|
|
|
as Warrant Agent
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
[Form of Warrant Certificate]
[Reverse]
The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise
to receive shares of Class A common stock and are issued or to be issued pursuant to a Warrant Agreement dated as of , 2020 (the
“Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer &
Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement
is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words
“holders” or “holder” meaning the Registered Holders or Registered Holder,
respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request
to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in
the Warrant Agreement.
Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced
by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set
forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement
(or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate
trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised
shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its
assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.
Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement covering
the issuance of the shares of Class A common stock to be issued upon exercise is effective under the Securities Act and (ii) a
prospectus thereunder relating to the shares of Class A common stock is current, except through “cashless exercise”
as provided for in the Warrant Agreement.
The
Warrant Agreement provides that upon the occurrence of certain events the number of shares of Class A common stock issuable upon
exercise of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise
of a Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Class A common stock, the Company
shall, upon exercise, round down to the nearest whole number of shares of Class A common stock to be issued to the holder of the
Warrant.
Warrant
Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof
in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the
limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor evidencing in the aggregate a like number of Warrants.
Upon due presentation for registration of
transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.
The Company and the Warrant Agent may deem
and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s)
hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.
Election to Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, to receive shares of Class A common stock and herewith tenders
payment for such shares of Class A common stock to the order of Foley Trasimene Acquisition Corp. (the “Company”)
in the amount of $ in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Class A
common stock be registered in the name of , whose address is and that such shares of Class A common stock be delivered to whose
address is . If said number of shares of Class A common stock is less than all of the shares of Class A common stock purchasable
hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such shares of Class A
common stock be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose address
is .
In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement
and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of shares of Class A common
stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2
of the Warrant Agreement, as applicable.
In
the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant
to subsection 3.3.1(c) of the Warrant Agreement, the number of shares of Class A common stock that this Warrant is exercisable
for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.
In
the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant
Agreement, the number of shares of Class A common stock that this Warrant is exercisable for shall be determined in accordance
with Section 7.4 of the Warrant Agreement.
In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Class A common stock that
this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows
for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to
exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement,
to receive shares of Class A common stock. If said number of shares is less than all of the shares of Class A common stock purchasable
hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing
the remaining balance of such shares of Class A common stock be registered in the name of , whose address is and that such Warrant
Certificate be delivered to , whose address is .
[Signature Page Follows]
|
Date: , 20
|
|
|
|
(Signature)
|
|
|
|
|
|
(Address)
|
|
|
|
|
|
|
|
|
(Tax Identification Number)
|
|
|
|
|
Signature Guaranteed:
|
|
THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND
CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
EXHIBIT B
LEGEND
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN
THE LETTER AGREEMENT BY AND AMONG FOLEY TRASIMENE ACQUISITION CORP. (THE “COMPANY”), TRASIMENE CAPITAL FT, LP, BILCAR
FT, LP AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE
DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION
3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT)
WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED BY THIS CERTIFICATE
AND CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER
A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.
Exhibit 10.1
INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between
Foley Trasimene Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation
(the “Trustee”).
WHEREAS,
the Company’s registration statement on Form S-1, No. 333-238135 (the “Registration Statement”) and
prospectus (the “Prospectus”), for its initial public offering of the Company’s units (the
“Units”), each of which consists of one share of the Company’s Class A common stock, par value $0.0001 per
share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant entitling the holder
thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the
“Offering”), has been declared effective as of the date hereof (the “Effective Date”) by the U.S.
Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth
in the Registration Statement);
WHEREAS,
Credit Suisse Securities (USA) LLC and BofA Securities, Inc. are acting as the representatives of the underwriters (the
“Representatives”) in the Offering pursuant to an underwriting agreement between the Company and the underwriters (“Underwriting
Agreement”);
WHEREAS,
simultaneously with the Offering, the Company’s sponsors will be purchasing 11,333,334 warrants (“Private Placement
Warrants”) from the Company for an aggregate purchase price of $17,000,001 (and additional amounts of Private Placement
Warrants from the Company if the underwriters exercise their over-allotment option, up to 12,833,334 Private Placement Warrants
for an aggregate purchase price of $19,250,001 if the underwriters’ over-allotment option is exercised in full);
WHEREAS,
as described in the Prospectus, and in accordance with the Company’s Second Amended and Restated Certificate of Incorporation,
as the same may be amended from time to time (the “Charter”), $767,000,001 of the gross proceeds of the Offering and
sale of the Private Placement Warrants ($881,750,001 if the underwriters’ over-allotment option is exercised in full) will
be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the
“Trust Account”) for the benefit of the Company and the holders of shares of the Common Stock included in the Units
issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee will be referred to herein as the “Property”;
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and
WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $26,250,000, or $30,187,500 if the underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may
become payable by the Company to the underwriters upon the completion of an initial business combination (as described in the Prospectus,
a “Business Combination”) (the “Deferred Discount”); and
WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which
the Trustee shall hold the Property.
NOW THEREFORE, IT IS AGREED:
1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:
(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that
is reasonably satisfactory to the Company;
(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;
(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days
or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined
by the Company; the trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn
no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank
credits or other consideration during such periods;
(d)
Collect and receive, when due, all principal, interest or other income arising from the Property, which shall become part
of the “Property,” as such term is used herein;
(e)
Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to any Property
requiring action by the Company;
(f)
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection
with the Company’s preparation of the tax returns relating to assets held in the Trust Account;
(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as
and when instructed by the Company to do so;
(h)
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all
receipts and disbursements of the Trust Account;
(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the
terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as
either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief
Financial Officer, Secretary or other authorized officer of the Company, and complete the liquidation of the Trust Account and
distribute the Property in the Trust Account, including interest not previously released to the Company to pay its tax obligations
(and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, if applicable), only as directed
in the Termination Letter and the other documents referred to therein; or (y) the later of (1) 24 months after the closing of the
Offering and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s
Charter, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall
be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property
in the Trust Account, including interest not previously released to the Company pursuant to pay its taxes (less up to $100,000
of interest that may be released to the Company to pay dissolution expenses, if applicable), shall be distributed to the Public
Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form
substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no
such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust
Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders; provided
further, that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made
for taxes payable;
(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the
Property requested by the Company to cover any tax obligation owed by the Company, which amount shall be delivered directly to
the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant
taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax
obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing
to make such distribution, so long as there is no reduction in the principal amount initially deposited in the Trust Account; provided,
further, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied
by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial
officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request;
(k)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit D, the Trustee shall distribute to the remitting brokers on behalf of Public Stockholders redeeming shares
of the Common Stock the amount required to pay redeemed shares of Common Stock from Public Stockholders; and
(l)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), (j),
or (k) above.
2.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:
(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief
Financial Officer, Corporate Secretary or other authorized officer of the Company. In addition, except with respect to its duties
under Sections 1(i), (j), and (k) hereof, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any verbal or telephonic advice or instruction which it in good faith and with reasonable care believes to be given
by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such
instructions in writing;
(b)
Subject to the provisions of Section 4 of this Agreement, hold the Trustee harmless and indemnify the Trustee from
and against, any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection
with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving any claim, or in connection
with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or
the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall
have the right to conduct and manage the defense against such Indemnified Claim; provided, that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not
agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;
(c)
Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as
set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly
understood that the Property shall not be used to pay such fees unless the disbursements are made to the Company pursuant to Section
1(i) solely in connection with the completion of a Business Combination. The Company shall pay the Trustee the initial acceptance
fee and first year’s fee at the consummation of the Offering and thereafter on the anniversary of the Effective Date. The
Trustee shall refund the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation
of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in
this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;
(d)
In connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee
an affidavit or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes
(which firm may be the Trustee) verifying the vote of the Company’s stockholders regarding such Business Combination;
(e)
In connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give
the Trustee disbursement instructions which would be prohibited under this Agreement;
(f)
Within five business days after the Representatives, on behalf of the underwriters in the Offering, exercises the over-allotment
option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing
(with a copy to the Representatives) of the total amount of the Deferred Discount;
(g)
In the event the Company is entitled to receive a tax refund on its tax obligation, and promptly after the amount of such
refund is determined on a final basis, provide the Trustee with notice in writing (with a copy to the Representatives) of the amount
of such tax refund; and
(h)
If the Company seeks to amend any provisions of its Charter that would affect the substance or timing of the Company’s
Public Stockholders’ ability to convert or sell their shares to the Company in connection with a Business Combination or
with respect to any other provisions relating to the rights of holders of the Common Stock, (in each case, an “Amendment”),
the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D
providing instructions for the distribution of funds to Public Stockholders who exercise their conversion option in connection
with such Amendment.
3.
Limitations of Liability. The Trustee shall have no responsibility or liability to:
(a)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have
no liability to any party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;
(b)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend
any proceeding of any kind with respect to, any of the Property unless and until it shall have received written instructions from
the Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;
(c)
Change the investment of any Property, other than in compliance with Section 1 hereof;
(d)
Refund any depreciation in principal of any Property;
(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing
unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority
to the Trustee;
(f)
To anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith
and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel
(including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person
or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this
Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party
or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;
(g)
Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition
made by the Company or any other action taken by it is as contemplated by the Registration Statement;
(h)
File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account
and payee statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the
income earned on the Property;
(i)
Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any
such taxes and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance
with Section 1(j));
(j)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other
than this agreement and that which is expressly set forth herein; and
(k)
Verify calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections
1(i), (j), or (k) hereof.
4.
Trust Account Waiver. The Trustee has no right of set off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Sections 2(b) or (c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.
5.
Termination. This Agreement shall terminate as follows:
(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use
its reasonable efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement.
At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor
trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon
this Agreement shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within
ninety days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon
such deposit, the Trustee shall be immune from any liability whatsoever; or
(b)
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section
1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall
terminate except with respect to Section 2(b).
6.
Miscellaneous.
(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason
to believe unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel.
In executing funds transfers, the Trustee will rely upon all information supplied to it by the Company, including account names,
account numbers, and all other identifying information relating to a beneficiary, beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.
(b)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and
together shall constitute but one instrument.
(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i), (j), (k), and (l) hereof (which sections may not be modified, amended or deleted
without the affirmative vote of sixty-five percent (65%) or more of the then issued and outstanding shares of Common Stock and
Class B common stock, par value $0.0001 per share, of the Company voting together as a single class; provided that no such amendment
will affect any Public Stockholder who has properly elected to redeem his, her or its shares of Common Stock in connection with
a stockholder vote to amend this Agreement that would affect the substance or timing of the Company’s obligation to redeem
100% of its Common Stock if the Company does not complete its initial Business Combination within the time frame specified in
the Company’s Charter or with respect to any other provisions relating to the rights of holders of the Common Stock), this
Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a
writing signed by each of the parties hereto.
(d)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York,
State of New York, for purposes of resolving any disputes hereunder.
(e)
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be
in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery, facsimile transmission or by electronic mail:
if to the Trustee, to:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn:
E-mail:
if to the Company, to:
Foley Trasimene Acquisition Corp.
1701 Village Center Circle
Las Vegas, Nevada 89134
|
|
Attn:
|
Michael L. Gravelle
|
|
|
E-mail:
|
MGravelle@fnf.com
|
in either case with a copy to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
|
|
Attn:
|
Alexander D. Lynch, Esq.
|
|
|
E-mail:
|
alex.lynch@weil.com
|
and:
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010
Attn:
E-mail:
and:
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Attn:
E-mail:
with a copy to:
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
|
|
Attn:
|
Derek J. Dostal, Esq.
|
Deanna L. Kirkpatrick, Esq.
|
|
E-mail:
|
derek.dostal@davispolk.com
|
deanna.kirkpatrick@davispolk.com
(f)
No party to this Agreement may assign its rights or delegate its obligations hereunder without the prior consent of the
other person or entity.
(g)
Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized
to enter into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and
agrees that it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled
to any funds in the Trust Account under any circumstance.
(h)
This Agreement is the joint product of the Company and the Trustee and each provision hereof has been subject to the mutual
consultation, negotiation and agreement of such parties and shall not be construed for or against any party hereto.
(i)
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile
or electronic transmission shall constitute valid and sufficient delivery thereof.
(j)
Each of the Company and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the several underwriters,
are third party beneficiaries of this Agreement.
(k)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any
other person or entity.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.
|
|
CONTINENTAL STOCK TRANSFER & TRUST
COMPANY, as Trustee
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
FOLEY TRASIMENE ACQUISITION CORP.
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name: Michael L. Gravelle
|
|
|
|
Title: General Counsel and Corporate Secretary
|
SCHEDULE A
|
Fee Item
|
|
Time and method of payment
|
|
Amount
|
|
|
Initial acceptance fee
|
|
Initial closing of Offering by wire transfer
|
|
$
|
3,500.00
|
|
|
Annual fee
|
|
First year, initial closing of Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check
|
|
$
|
10,000.00
|
|
Transaction processing fee for
disbursements to Company under
Sections 1(i), (j), and (k)
|
|
Deduction by Trustee from accumulated income following disbursement made to Company under Section 1
|
|
$
|
250.00
|
|
Paying Agent services as required
pursuant to Section 1(i) and 1(k)
|
|
Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)
|
|
|
Prevailing
rates
|
|
EXHIBIT A
[Letterhead
of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn:
Re:
Trust Account No. [●] Termination Letter
Dear [●]:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Foley Trasimene Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [●], 2020 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [●] (“Target Business”) to complete
a business combination with Target Business (the “Business Combination”) on or about [●]. The Company shall notify
you at least 48 hours in advance of the actual date of the completion of the Business Combination (the “Completion Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate the Trust Account investments and to transfer the proceeds to the above-referenced
account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Completion Date, all of funds held in the Trust Account will
be immediately available for transfer to the account or accounts that the Company shall direct on the Completion Date. It is acknowledged
and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest
or dividends.
On the Completion Date (i) counsel for the
Company shall deliver to you written notification that the Business Combination has been completed, (ii) the Company shall deliver
to you (a) [an affidavit] [a certificate] of [●] which verifies the vote of the Company’s stockholders in connection
with the Business Combination and (b) written instructions with respect to the transfer of the funds held in the Trust Account
(“Instruction Letter”) and (iii) the Representatives shall deliver to you written instructions for delivery of the
Deferred Discount. You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your
receipt of the counsel’s letter and the Instruction Letter, (x) to the Representatives in an amount equal to the Deferred
Discount as directed by the Representatives and (y) the remainder in accordance with the terms of the Instruction Letter. In the
event that certain deposits held in the Trust Account may not be liquidated by the Completion Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed
after the Completion Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated.
In
the event that the Business Combination is not completed on the Completion Date described in the notice thereof and the Company
has not notified you on or before the original Completion Date of a new Completion Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement
on the business day immediately following the Completion Date as set forth in the notice.
|
|
Very truly yours,
|
|
|
|
|
|
|
FOLEY TRASIMENE ACQUISITION CORP.
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
cc:
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
EXHIBIT B
[Letterhead
of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn:
Re: Trust Account No. [●] Termination
Letter
Dear [●]:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Foley Trasimene Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination within the time frame
specified in the Company’s second amended and restated certificate of incorporation, as described in the Company’s
prospectus relating to its initial public offering of securities. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments, and to transfer
the total proceeds to the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders.
The Company has selected [●] as the effective date for the purpose of determining when the Public Stockholders will
be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company
on the liquidation proceeds while on deposit in the trust operating account. You agree to be the Paying Agent of record and, in
your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance
with the terms of the Trust Agreement and the second amended and restated certificate of incorporation of the Company. Upon the
distribution of all the funds in the trust account, your obligations under the Trust Agreement shall be terminated.
|
|
Very truly yours,
|
|
|
|
|
|
FOLEY TRASIMENE ACQUISITION CORP.
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
cc:
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
EXHIBIT C
[Letterhead of Company]
[insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn:
Re: Trust Account No. [●]
Dear [●]:
Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Foley Trasimene Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company, dated as of [●], 2020 (the “Trust Agreement”), the
Company hereby requests that you deliver to the Company $[●] of the interest income earned on the Property as of the date
hereof.
The
Company needs such funds to pay its tax obligations. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:
[WIRE INSTRUCTION INFORMATION]
|
|
Very truly yours,
|
|
|
|
|
|
FOLEY TRASIMENE ACQUISITION CORP.
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
cc:
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
EXHIBIT D
[Letterhead
of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn:
Re: Trust Account No. [●]
Dear [●]:
Reference
is made to the Investment Management Trust Agreement between Foley Trasimene Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company, dated as of [●], 2020 (the “Trust Agreement”). Capitalized
words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
Pursuant
to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account
and to transfer $[●] of the proceeds of the Trust Account to the trust operating account at J.P. Morgan Chase Bank, N.A.
for distribution to the stockholders that have requested conversion of their shares in connection with such Amendment.
|
|
Very truly yours,
|
|
|
|
|
|
FOLEY TRASIMENE ACQUISITION CORP.
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
cc:
|
Credit Suisse Securities (USA) LLC
BofA Securities, Inc.
|
Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [·],
2020, by Foley Trasimene Acquisition Corp., a Delaware corporation (the “Company”) and Bilcar FT, LP,
a Delaware limited partnership, and Trasimene Capital FT, LP, a Delaware limited partnership (the “Sponsors”
together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement,
a “Holder” and collectively the “Holders”).
WHEREAS,
the Sponsors own an aggregate of 21,562,500 shares of the Company’s Class B common stock, par value $0.0001 per share
(the “Founder Shares”) of the Company;
WHEREAS,
the Founder Shares will automatically convert into shares of the Company’s Class A common stock, par value $0.0001 per share
(the “Common Stock”), at the time of the initial Business Combination on a one-for-one basis,
subject to adjustment, on the terms and conditions provided in the Company’s second amended and restated certificate of incorporation,
as the same may be amended from time to time;
WHEREAS,
on [·], 2020, the Company and the Sponsors entered into that certain Private
Placement Warrants Purchase Agreement, pursuant to which the Sponsors agreed to purchase 11,333,334 Private Placement Warrants
(or up to 12,833,334 Private Placement Warrants if the over-allotment option in connection with the Company’s initial public
offering is exercised in full) in a private placement transaction occurring simultaneously with the closing of the Company’s
initial public offering; and
WHEREAS,
the Company and the Sponsors desire to enter into this Agreement, pursuant to which the Company shall grant the Sponsors
certain registration rights with respect to certain securities of the Company, as set forth in this Agreement;
NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.
DEFINITIONS. The following capitalized terms used herein have the following meanings:
“Adverse
Disclosure” is defined in Section 3.6.
“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
“Board”
is defined in Section 3.1.1.
“Business
Combination” means the acquisition of direct or indirect ownership through a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or other similar type of transaction, of one or more businesses or entities.
“Commission”
means the U.S. Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange
Act.
“Common
Stock” is defined in the preamble to this Agreement.
“Company”
is defined in the preamble to this Agreement.
“Demand
Registration” is defined in Section 2.1.1.
“Demanding
Holder” is defined in Section 2.1.1.
“Demanding
Sponsor” is defined in Section 2.1.1.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.
“Form
S-3” is defined in Section 2.3.
“Founder
Shares” is defined in the preamble to this Agreement and include the shares of Common Stock issuable upon
conversion thereof.
“Founder
Shares Lock-up Period” means, with respect to the Founder Shares, the period ending on the earlier of (A) one year
after the completion of the Company’s initial Business Combination or (B) subsequent to the Business Combination, (x) if
the closing price of the shares of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150
days after the Company’s initial Business Combination or (y) the date on which the Company completes a liquidation,
merger, capital stock exchange or other similar transaction that results in all of the Company’s public stockholders having
the right to exchange their shares of Common Stock for cash, securities or other property.
“Holders”
shall have the meaning given in the preamble.
“Holder
Indemnified Party” is defined in Section 4.1.
“Indemnified
Party” is defined in Section 4.3.
“Indemnifying
Party” is defined in Section 4.3.
“Insider
Letter” shall mean those certain letter agreements, dated as of [●], 2020, by and among the Company, the Sponsors
and each of the Company’s officers, directors and director nominees.
"majority-in-interest
of the Demanding Holders" shall mean, if there is a Demanding Sponsor, the Demanding Sponsor and, otherwise, a majority
in interest of the Demanding Holders.
“Maximum
Number of Shares” is defined in Section 2.1.4.
“Misstatement”
is defined in Section 3.1.12.
“Notices”
is defined in Section 5.3.
“Permitted
Transferees” means a person or entity to whom a Holder is permitted to transfer Registrable Securities prior to the
expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, under the Insider Letter
and any other applicable agreement between such Holder and the Company, and to any transferee thereafter.
“Piggy-Back
Registration” is defined in Section 2.2.1.
“Private
Placement Lock-up Period” means, with respect to Private Placement Warrants that are held by the Sponsors or their
Permitted Transferees, and any of the shares of Common Stock issued or issuable upon the exercise or conversion of the Private
Placement Warrants and that are held by the Sponsors or their Permitted Transferees, the period ending 30 days after the completion
of the Company’s initial Business Combination.
“Private
Placement Warrants” means the warrants being purchased privately by the Sponsors simultaneously with the consummation
of the Company’s initial public offering (including to a certain extent in connection with the consummation of the Underwriters’
over-allotment option related thereto).
“Pro Rata”
is defined in Section 2.1.4.
“Register,”
“Registered” and “Registration” mean a registration effected by preparing
and filing a Registration Statement or similar document in compliance with the requirements of the Securities Act, and the applicable
rules and regulations promulgated thereunder, and such Registration Statement becoming effective.
“Registrable
Securities” mean (i) all of the shares of Common Stock issued or issuable upon the conversion of any Founder Shares,
(ii) all of the Private Placement Warrants (and shares of Common Stock issuable upon exercise thereof) and (iii) all of the Working
Capital Warrants (and Common Stock issuable upon exercise thereof). Registrable Securities include any warrants, shares of capital
stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement
of such Registrable Securities. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities
when: (a) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with and pursuant to such Registration
Statement; (b) such securities shall have been otherwise transferred, new certificates for them not bearing a legend restricting
further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require Registration
under the Securities Act; or (c) such securities shall have ceased to be outstanding.
“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities
Act and the rules and regulations promulgated thereunder for a public offering and sale of Common Stock (other than a registration
statement on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued
in exchange for securities or assets of another entity).
“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.
“Sponsors”
is defined in the preamble to this Agreement.
“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of
such dealer’s market-making activities.
“Working
Capital Warrants” means the warrants held by the Sponsors, the officers or directors of the Company or their respective
affiliates which may be issued in repayment of working capital loans made to the Company.
2.
REGISTRATION RIGHTS.
2.1
Demand Registration.
2.1.1
Request for Registration. At any time and from time to time on or after the date that the Company completes a Business
Combination, either Sponsor (the “Demanding Sponsor”) or the Holders of at least a majority in interest
of the then issued and outstanding of Registrable Securities (such Demanding Sponsor or Holders, as the case may be, the “Demanding
Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable
Securities (a “Demand Registration”). Any demand for a Demand Registration shall specify the number of
Registrable Securities proposed to be included in such Registration and the intended method(s) of distribution thereof. The Company
will within 10 days of the Company’s receipt of the Demand Registration notify all Holders of the demand, and each Holder
who wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to the Demand Registration
(each such Holder including shares of Registrable Securities in such Registration, a “Demanding Holder”)
shall so notify the Company within 10 days after the receipt by the Holder of the notice from the Company. Upon receipt by the
Company of any such written notification, the Demanding Holders shall be entitled to have their Registrable Securities included
in the Demand Registration, subject to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall
not be obligated to effect more than an aggregate of three (3) Demand Registrations under this Section 2.1.1 in respect
of all Registrable Securities.
2.1.2
Effective Registration. A Registration will not count as a Demand Registration until the Registration Statement filed
with the Commission with respect to such Demand Registration has been declared effective by the Commission and the Company has
complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration
Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with
by any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect
to such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction
is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter affirmatively
elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five days of
such election; provided, further, that the Company shall not be obligated to file a second Registration Statement until the Registration
Statement that has been previously filed becomes effective or is subsequently terminated.
2.1.3
Underwritten Offering. If a majority-in-interest of the Demanding Holders so elect and such Holders so advise the
Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such
Demand Registration shall be in the form of an underwritten offering. In such event, the right of any Holder to include its Registrable
Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the
inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders
proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary
form with the Underwriter or Underwriters selected for such underwritten offering by the majority-in-interest of the Demanding
Holders initiating the Demand Registration.
2.1.4
Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an underwritten offering pursuant
to a Demand Registration, in good faith, advises the Company and the Demanding Holders in writing that the dollar amount or number
of shares of Registrable Securities which the Demanding Holders desire to sell, taken together with all other shares of Common
Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which a Registration
has been requested pursuant to separate written contractual piggy-back registration rights held by other stockholders of the Company
who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such underwritten offering
without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of
such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”),
then the Company shall include in such underwritten offering, as follows: (i) the Registrable Securities as to which Demand Registration
has been requested by the Demanding Holders (pro rata based on the respective number of shares that each such Demanding Holder
has requested be included in such underwritten offering, regardless of the number of shares held by each such Demanding Holder
(such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum
Number of Shares; (ii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the
shares of Common Stock or other securities that the Company desires to sell for its own account that can be sold without exceeding
the Maximum Number of Shares; and (iii) to the extent that the Maximum Number of Shares have not been reached under the foregoing
clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons or entities that the Company
is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can
be sold without exceeding the Maximum Number of Shares.
2.1.5
Demand Registration Withdrawal. If a majority-in-interest of the Demanding Holders disapprove of the terms of any
underwritten offering or are not entitled to include all of their Registrable Securities in any underwritten offering, such majority-in-interest
of the Demanding Holders may elect to withdraw from such Registration by giving written notice to the Company and the Underwriter
or Underwriters of their request to withdraw prior to the effectiveness of the Registration Statement filed with the Commission
with respect to such Demand Registration. If the majority-in-interest of the Demanding Holders withdraws from a proposed underwritten
offering relating to a Demand Registration, then such Registration shall not count as a Demand Registration provided for in this
Section 2.1.
2.2
Piggy-Back Registration.
2.2.1
Piggy-Back Rights. If at any time on or after the date the Company completes a Business Combination the Company proposes
to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for
the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation,
pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or
other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii)
for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then
the Company shall (x) give written notice of such proposed filing to the Holders as soon as practicable but in no event less than
seven days before the anticipated filing date of such Registration Statement, which notice shall describe the amount and type of
securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter
or Underwriters, if any, of the offering, and (y) offer to the Holders in such notice the opportunity to register the sale of such
number of shares of Registrable Securities as such Holders may request in writing within five days following receipt of such notice
(such Registration, a “Piggy-Back Registration”). The Company shall, in good faith, cause such Registrable
Securities to be included in such Piggy-Back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters
of a proposed underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this Subsection
2.2.1 to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company
included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the
intended method(s) of distribution thereof. All Holders proposing to distribute their Registrable Securities through a Piggy-Back
Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the
Underwriter or Underwriters selected for such Piggy-Back Registration.
2.2.2
Reduction of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an
underwritten offering advises the Company and the Holders in writing that the dollar amount or number of shares of Common Stock
which the Company desires to sell, taken together with (i) the shares of Common Stock, if any, as to which Registration has been
demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders hereunder, (ii)
the Registrable Securities as to which Registration has been requested under this Section 2.2, and (iii) the shares of Common
Stock, if any, as to which Registration has been requested pursuant to the written contractual piggy-back registration rights of
other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such Registration:
(a)
If the Registration is undertaken for the Company’s account: (A) the shares of Common Stock or other securities that
the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) to the extent that the Maximum
Number of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised
of Registrable Securities, as to which Registration has been requested pursuant to the applicable written contractual piggy-back
registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C)
to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common
Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual
piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and
(b)
If the Registration is a “demand” registration undertaken at the demand of persons or entities other than the
Holders: (A) the shares of Common Stock or other securities for the account of the demanding persons that can be sold without exceeding
the Maximum Number of Shares; (B) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause
(A), collectively the shares of Common Stock or other securities comprised of Registrable Securities, Pro Rata, as to which Registration
has been requested pursuant to the terms hereof, as applicable, that can be sold without exceeding the Maximum Number of Shares;
(C) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of
Common Stock or other securities that the Company desires to sell for its own account that can be sold without exceeding the Maximum
Number of Shares; and (D) to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A),
(B) and (C), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register
pursuant to written contractual arrangements with such persons, that can be sold without exceeding the Maximum Number of Shares.
2.2.3
Withdrawal. Any Holder may elect to withdraw such Holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of
the Registration Statement filed with the Commission with respect to such Piggy-Back Registration. The Company (whether on its
own determination or as the result of a request for withdrawal by persons making a demand pursuant to written contractual obligations)
may withdraw a Registration Statement filed with the Commission in connection with a Piggy-Back Registration at any time prior
to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
by the Holders in connection with such Piggy-Back Registration as provided in Section 3.3.
2.2.4
Unlimited Piggy-Back Registration Rights. For purposes of clarity, any Registration effected pursuant to Section
2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.
2.3
Registrations on Form S-3. The Holders of at least 50% of the number of Registrable Securities may at any time and
from time to time, request in writing that the Company register the resale of any or all of such Registrable Securities on Form
S-3 or any similar short-form Registration Statement which may be available at such time (“Form S-3”);
provided, however, that the Company shall not be obligated to effect such request through an underwritten offering. Upon receipt
of such written request, the Company will promptly give written notice of the proposed Registration to all other Holders, and each
Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration shall
so notify the Company, in writing, within 5 days after the receipt by the Holder of the notice from the Company, and, as soon as
practicable thereafter but not more than 10 days after the Company’s initial receipt of such written request for a registration,
effect the registration of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified
in such request, together with all or such portion of the Registrable Securities or other securities of the Company, if any, of
any other Holder or Holders joining in such request; provided, however, that the Company shall not be obligated to effect any such
registration pursuant to this Section 2.3 if: (i) Form S-3 is not available for such offering or the Company is not eligible
to use Form S-3; or (ii) the Holders, together with the holders of any other securities of the Company entitled to inclusion in
such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price to the public
of less than $20,000,000. Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations
effected pursuant to Section 2.1.
2.4
Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the
Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after
the effective date of, the Company initiated a Registration and provided that the Company has delivered written notice to the Holders
prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all
reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an underwritten
Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer;
or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes
as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company
shall furnish to such Holders a certificate signed by the Chairman of the Board, the Chief Executive Officer, the Chief Financial
Officer or Corporate Secretary of the Company stating that in the good faith judgment of the Board it would be seriously detrimental
to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing
of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than
thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month
period.
3.
REGISTRATION PROCEDURES.
3.1
Filings; Information. Whenever the Company is required to effect a Registration of any Registrable Securities pursuant
to Section 2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities
in accordance with the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such
request:
3.1.1
Filing Registration Statement. The Company shall, as expeditiously as possible and in any event within 60 days after
receipt of a request for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration
Statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form
shall be available for the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s)
of distribution thereof, and shall use its best efforts to cause such Registration Statement to become and remain effective for
the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration
for up to 90 days, and any Piggy-Back Registration for such period as may be applicable to deferment of any demand registration
to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the Holders a certificate signed by
the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company (the
“Board”), it would be materially detrimental to the Company and its shareholders for such Registration
Statement to be effected at such time; provided further, however, that the Company shall not have the right to exercise the right
set forth in the immediately preceding proviso more than once in any 365-day period in respect of a Demand Registration hereunder.
3.1.2
Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement
thereto, furnish without charge to the Holders whose Registrable Securities are included in such Registration, and such Holders’
legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration
Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the prospectus included
in such Registration Statement (including each preliminary prospectus), and such other documents as such Holders or legal counsel
for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders.
3.1.3
Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective
amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary
to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable
Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s)
of distribution set forth in such Registration Statement (which period shall not exceed the sum of one hundred eighty (180) days
plus any period during which any such disposition is interfered with by any stop order or injunction of the Commission or any governmental
agency or court) or such securities have been withdrawn.
3.1.4
Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than
two business days after such filing, notify the Holders whose Registrable Securities are included in such Registration Statement
of such filing, and shall further notify such Holders promptly and confirm such advice in writing in all events within two business
days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective
amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any
stop order (and the Company shall take all actions required to prevent the entry of such stop order or to remove it if entered);
and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating
thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to
such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such
prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and promptly make available to the Holders whose Registrable Securities
are included in such Registration Statement any such supplement or amendment; except that before filing with the Commission a Registration
Statement or prospectus or any amendment or supplement thereto, including documents incorporated by reference, the Company shall
furnish to the Holders whose Registrable Securities are included in such Registration Statement and to the legal counsel for any
such Holders, copies of all such documents proposed to be filed sufficiently in advance of filing to provide such Holders and legal
counsel with a reasonable opportunity to review such documents and comment thereon, and the Company shall not file any Registration
Statement or prospectus or amendment or supplement thereto, including documents incorporated by reference, to which such Holders
or their legal counsel shall reasonably object.
3.1.5
Securities Laws Compliance. Prior to any public offering of Registrable Securities, the Company shall use its best
efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue
sky” laws of such jurisdictions in the United States as the Holders whose Registrable Securities are included in such Registration
Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable
Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities or securities
exchanges, including the New York Stock Exchange, as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be necessary or advisable to enable the Holders whose Registrable Securities are
included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided,
however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise
be required to qualify or take any action to which it would be subject to general service of process or to taxation in any such
jurisdiction where it is not then otherwise so subject.
3.1.6
Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting
agreement in customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition
of such Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which
are made to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the
Holders whose Registrable Securities are included in such Registration Statement. No Holder whose Registrable Securities are included
in such Registration Statement shall be required to make any representations or warranties in the underwriting agreement except,
if applicable, with respect to such Holder’s organization, good standing, authority, title to Registrable Securities, lack
of conflict of such sale with such Holder’s material agreements and organizational documents, and with respect to written
information relating to such Holder that such Holder has furnished in writing expressly for inclusion in such Registration Statement.
3.1.7
Cooperation. The principal executive officer of the Company, the principal financial officer of the Company, the
principal accounting officer of the Company and all other officers and members of the management of the Company shall cooperate
fully in any offering of Registrable Securities hereunder, which cooperation shall include, without limitation, the preparation
of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation
in meetings with Underwriters, attorneys, accountants and potential investors.
3.1.8
Records. The Company shall make available for inspection by the Holders whose Registrable Securities are included
in such Registration Statement, any Underwriter participating in any disposition pursuant to such Registration Statement and any
attorney, accountant or other professional retained by any Holder whose Registrable Securities are included in such Registration
Statement or any Underwriter, all financial and other records, pertinent corporate documents and properties of the Company, as
shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers,
directors and employees to supply all information reasonably requested by any of them in connection with such Registration Statement.
3.1.9
Opinions and Comfort Letters. (i) The Company shall, on the date the Registrable Securities are delivered for sale
pursuant to a Registration, obtain an opinion and negative assurance letter, dated such date, of counsel representing the Company
for the purposes of such Registration, addressed to the Holders thereof, the placement agent or sales agent, if any, and the Underwriters,
if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as such Holders,
placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative
assurance letters, and reasonably satisfactory to a majority-in-interest of the participating Holders. (ii) The Company shall obtain
a “cold comfort” letter from the Company’s independent registered public accountants in the event that a Registration
is an underwritten offering, in customary form and covering such matters of the type customarily covered by “cold comfort”
letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders.
3.1.10
Listing. The Company shall use its best efforts to cause all Registrable Securities included in any Registration
to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company
are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the
Holders of a majority-in-interest of the Registrable Securities included in such Registration.
3.1.11
Transfer Agent. The Company shall provide a transfer agent or warrant agent, as applicable, and registrar for all
such Registrable Securities no later than the effective date of the Registration Statement.
3.1.12
Misstatements. The Company shall notify the Holders at any time when a prospectus relating to such Registration Statement
is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included
in such Registration Statement, as then in effect, includes an untrue statement of a material fact or an omission to state a material
fact required to be stated in a Registration Statement or prospectus, or necessary to make the statements therein in the light
of the circumstances under which they were made not misleading (a “Misstatement”), and then to correct
such Misstatement.
3.1.13
Road Show. If the Registration involves Registrable Securities involving gross proceeds in excess of $50,000,000,
use its reasonable efforts to make available senior executives of the Company to participate in customary “road show”
and analyst or investor presentations and such other selling or other informational meetings organized by the Underwriter that
may be reasonably requested by the Underwriter in any underwritten offering, with all out-of-pocket costs and expenses incurred
by the Company or such officers in connection with such attendance and participation to be paid by the Company.
3.1.14
FINRA. The Company shall cooperate with each Underwriter participating in the disposition of such Registrable Securities
and Underwriters’ counsel in connection with any filings required to be made with The Financial Industry Regulatory Authority,
Inc., including using commercially reasonable efforts to obtain pre-clearance and pre-approval of the Registration Statement and
applicable prospectus upon filing with the Commission.
3.1.15
Certificated Securities. The Company shall, in the case of certificated Registrable Securities, cooperate with the
Holders and the managing Underwriters to facilitate the timely preparation and delivery of certificates (not bearing any legends)
representing Registrable Securities to be sold after receiving written representations from the Holders participating in such offering
that the Registrable Securities represented by the certificates so delivered by such Holders will be transferred in accordance
with the Registration Statement, and enable such Registrable Securities to be in such denominations and registered in such names
as such Holders or managing Underwriters may reasonably request at least two business days prior to any sale of such Registrable
Securities.
3.1.16
Further Assurances. The Company shall otherwise, in good faith, cooperate reasonably with, and take such customary
actions as may reasonably be requested by the Holders, in connection with such Registration.
3.2
Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of
the kind described in Section 3.1.4(iv), or, in the case of a resale Registration on Form S-3 pursuant to Section 2.3
hereof, upon any suspension by the Company, pursuant to a written insider trading compliance program adopted by the Board, of the
ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence
of material non-public information, each Holder whose Registrable Securities are included in any Registration shall immediately
discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities
until such Holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on
the ability of “insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed
by the Company, each such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s
possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.
3.3
Registration Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration
pursuant to Section 2.1, any Piggy-Back Registration pursuant to Section 2.2, and any Registration on Form S-3 effected
pursuant to Section 2.3, and all expenses incurred in performing or complying with its other obligations under this Agreement,
whether or not the Registration Statement becomes effective, including, without limitation: (i) all Registration and filing fees
and fees of any securities exchange on which Registrable Securities are then listed; (ii) fees and expenses of compliance with
securities or “blue sky” laws (including fees and disbursements of counsel for the Underwriters in connection with
blue sky qualifications of the Registrable Securities); (iii) printing, messenger, telephone and delivery expenses; (iv) the Company’s
internal expenses (including, without limitation, all salaries and expenses of its officers and employees); (v) the fees and expenses
incurred in connection with the listing of the Registrable Securities as required by Section 3.1.10; (vi) Financial Industry
Regulatory Authority fees; (vii) fees and disbursements of counsel for the Company and fees and expenses for independent certified
public accountants retained by the Company (including the expenses or costs associated with the delivery of any opinions or comfort
letters requested pursuant to Section 3.1.9); (viii) the fees and expenses of any special experts retained by the Company
in connection with such Registration; and (ix) the fees and expenses of one legal counsel selected by the Holders of a majority-in-interest
of the Registrable Securities included in such Registration. The Company shall have no obligation to pay any underwriting discounts
or selling commissions attributable to the Registrable Securities being sold by the Holders thereof, which underwriting discounts
or selling commissions shall be borne by such Holders. Additionally, in an underwritten offering, all selling shareholders and
the Company shall bear the expenses of the Underwriter pro rata in proportion to the respective amount of shares each is selling
in such offering.
3.4
Information. The Holders shall provide such information as may reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the Registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in
connection with the Company’s obligation to comply with federal and applicable state securities laws.
3.5
Requirements for Participation in Underwritten Offerings. No person may participate in any underwritten offering
for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees
to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii)
completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, stock powers, underwriting
agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.
3.6
Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement
or prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until
it has received copies of a supplemented or amended prospectus correcting the Misstatement (it being understood that the Company
hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until
it is advised in writing by the Company that the use of the prospectus may be resumed. If the filing, initial effectiveness or
continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse
Disclosure (as defined below) or would require the inclusion in such Registration the statement of financial statements that are
unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of
such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the
shortest period of time, but in no event more than 30 days, determined in good faith by the Company to be necessary for such purpose.
In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their
receipt of the notice referred to above, their use of the prospectus relating to any Registration in connection with any sale or
offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which
it exercised its rights under this Section 3.6. “Adverse Disclosure” shall mean any public disclosure
of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial
officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement
or prospectus in order for the applicable Registration Statement or prospectus not to contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any
preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required
to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose
for not making such information public.
3.7
Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it
shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections
13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company
further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from
time to time to enable such Holder to sell the shares of Common Stock held by such Holder without Registration under the Securities
Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (to the extent such exemptions
are applicable to the Company), as such rules may be amended from time to time, or any similar rule or regulation hereafter adopted
by the Commission, including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder
a written certification of a duly authorized officer as to whether it has complied with such requirements.
4.
INDEMNIFICATION AND CONTRIBUTION.
4.1
Indemnification by the Company. The Company agrees to indemnify and hold harmless each Holder, and each of their
respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls
such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, a “Holder
Indemnified Party”), from and against any expenses, losses, judgments, claims, damages or liabilities, whether joint
or several, arising out of or based upon any untrue statement (or allegedly untrue statement) of a material fact contained in any
Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such
Registration Statement, or arising out of or based upon any omission (or alleged omission) to state a material fact required to
be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities
Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the
Company in connection with any such Registration; and the Company shall promptly reimburse the Holder Indemnified Party for any
legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending
any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in
any such case to the extent that any such expense, loss, claim, damage or liability arises out of or is based upon any untrue statement
or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final
prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished
to the Company, in writing, by such selling Holder expressly for use therein. The Company also shall indemnify any Underwriter
of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and each person who controls
such Underwriter on substantially the same basis as that of the indemnification provided above in this Section 4.1.
4.2
Indemnification by Holders. Each selling Holder will, in the event that any Registration is being effected under
the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling Holder, indemnify and hold harmless
the Company, each of its directors and officers and each Underwriter (if any), and each other selling Holder and each other person,
if any, who controls another selling Holder or such Underwriter within the meaning of the Securities Act, against any losses, claims,
judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material
fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities
Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment
or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a
material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission
was made in reliance upon and in conformity with information furnished in writing to the Company by such selling Holder expressly
for use therein, and shall reimburse the Company, its directors and officers, and each other selling Holder or controlling person
for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss,
claim, damage, liability or action. Each selling Holder’s indemnification obligations hereunder shall be several and not
joint and shall be limited to the amount of any net proceeds actually received by such selling Holder. Each selling Holder shall
indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members and agents and
each person who controls such Underwriter to the same extent as provided in the foregoing with respect to indemnification of the
Company.
4.3
Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage
or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person
(the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person
for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the
loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the
Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified
Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified
Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying
Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying
Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying
Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party
shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in
connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which
both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ
separate counsel (but no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who
may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against
the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written
opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified
Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which
the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless
such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such
claim or proceeding.
4.4
Contribution.
4.4.1
If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any
Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party,
in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result
of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified
Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability
or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying
Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such
Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.
4.4.2
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations
referred to in the immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party as a result of
any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject
to the limitations set forth above, any legal or other expenses incurred by such Indemnified Party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, no Holder shall be required to
contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions
or taxes) actually received by such Holder from the sale of Registrable Securities which gave rise to such contribution obligation.
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation.
4.5
Survival. The indemnification provided for under this Agreement shall remain in full force and effect regardless
of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified
Party and shall survive the transfer of securities.
5.
MISCELLANEOUS.
5.1
Other Registration Rights. The Company represents and warrants that no person, other than a Holder and the purchaser
pursuant to the Forward Purchase Agreements, between the Company and each of Cannae Holdings, Inc. and THL FTAC LLC, each dated
as of May 8, 2020, has any right to require the Company to register any shares of the Company’s capital stock for sale or
to include shares of the Company’s capital stock in any Registration filed by the Company for the sale of shares of capital
stock for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement
supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict
between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.
5.2
Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder
may not be assigned or delegated by the Company in whole or in part, other than with the written consent of Holders representing
at least 50% of the Registrable Securities. Prior to the expiration of the Founder Shares Lock-up Period or the Private Placement
Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this
Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee
but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement. This Agreement
and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and the permitted assigns
of the Holder or of any assignee of the Holder, which shall include Permitted Transferees. This Agreement is not intended to confer
any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this
Section 5.2. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding
upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the
written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of
this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment
made other than as provided in this Section 5.2 shall be null and void.
5.3
Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be
personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, addressed
as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be
deemed given on the date of service or transmission if personally served; provided, that if such service or transmission is not
on a business day or is after normal business hours, then such notice shall be deemed given on the next business day. Notice otherwise
sent as provided herein shall be deemed given on the next business day following timely delivery of such notice to a reputable
air courier service with an order for next-day delivery.
|
|
To the
Company:
|
|
|
|
|
|
Foley Trasimene Acquisition Corp.
|
|
|
1701 Village Center Circle
|
|
|
Las Vegas, Nevada 89134
|
|
|
|
|
|
To the Sponsors, to:
|
|
|
|
|
|
Bilcar FT, LP
|
|
|
1701 Village Center Circle
|
|
|
Las Vegas, NV 89134
|
|
|
Attn:Michael L. Gravelle, General Counsel
and Corporate Secretary
|
|
|
|
|
|
Trasimene Capital FT, LP
|
|
|
1701 Village Center Circle
|
|
|
Las Vegas, NV 89134
|
|
|
Attn:Michael L. Gravelle, General Counsel
and Corporate Secretary
|
To any other Holder, to such Holder’s address as set forth in the books and records of the Company.
5.4
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore,
in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of
this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and
enforceable.
5.5
Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original,
and all of which taken together shall constitute one and the same instrument.
5.6
Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and
instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter
hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between
the parties, whether oral or written.
5.7
Modifications and Amendments. Upon the written consent of the Company and the Holders of at least sixty-six and two-thirds
percent (66⅔%) of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and
conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified;
provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder,
solely in its capacity as a Holder, in a manner that is materially different from the other Holders (in such capacity) shall require
the consent of the Holder so affected. No course of dealing between any Holders or the Company and any other party hereto or any
failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate
as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under
this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder
by such party.
5.8
Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect
the construction of any provision of this Agreement.
5.9
Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the
right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by
such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the
breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein
contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the
time for performance of any other obligations or acts.
5.10
Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed
or performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law,
whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term
or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any
one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this
Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right,
power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.
5.11
Governing Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect
to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.
5.12
Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in
any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with
or relating to this Agreement, the transactions contemplated hereby, or the actions of the Sponsors in the negotiation, administration,
performance or enforcement hereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK]
IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly
authorized representatives as of the date first written above.
|
|
FOLEY TRASIMENE ACQUISITION
CORP.
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
|
|
|
|
|
|
|
SPONSORS:
|
|
|
|
|
|
BILCAR FT, L.P.
|
|
|
|
|
|
By:
|
Bilcar FT, LLC,
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Michael L. Gravelle
|
|
|
|
Title:
|
General Counsel and Corporate Secretary
|
|
|
|
|
|
|
|
|
TRASIMENE CAPITAL FT,
LP
|
|
|
|
|
|
By:
|
Trasimene Capital FT, LLC,
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Michael L. Gravelle
|
|
|
|
Title:
|
General Counsel and Corporate Secretary
|
Exhibit 10.3
PRIVATE PLACEMENT WARRANTS PURCHASE
AGREEMENT
THIS PRIVATE PLACEMENT
WARRANTS PURCHASE AGREEMENT, dated as of [·], 2020 (as it may from time to time
be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Foley
Trasimene Acquisition Corp., a Delaware corporation (the “Company”), Bilcar FT, LP, a Delaware limited partnership
(the “Bilcar Sponsor”), and Trasimene Capital FT, LP, a Delaware limited partnership (the “Trasimene
Sponsor”, and together with the Bilcar Sponsor, the “Purchasers”).
WHEREAS, the Company
intends to consummate an initial public offering of the Company’s units (the “Public Offering”), each
unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (each, a “Class
A share”), and one-third of one redeemable warrant;
WHEREAS, each whole
warrant entitles the holder to purchase one Class A share at an exercise price of $11.50 per share, as set forth in the Company’s
Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission (the “SEC”), File
Number 333-[●] (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities
Act”); and
WHEREAS, the
Purchasers have agreed to purchase an aggregate of 11,333,334 warrants (or 12,833,334 warrants in the aggregate if the
over-allotment option in connection with the Public Offering is exercised in full) (the “Private Placement
Warrants”), each Private Placement Warrant entitling the holder to purchase one Class A share at an exercise price
of $11.50 per Class A share, at a price of $1.50 per warrant. Out of the total amount of Private Placement Warrants, the
Bilcar Sponsor has agreed to purchase an aggregate of 3,400,000 Private Placement Warrants (or 3,850,000 Private Placement
Warrants in the aggregate if the over- allotment option in connection with the Public Offering is exercised in full), and the
Trasimene Sponsor has agreed to purchase an aggregate of 7,933,334 Private Placement Warrants (or 8,983,334 Private Placement
Warrants in the aggregate if the over- allotment option in connection with the Public Offering is exercised in full).
NOW THEREFORE, in consideration
of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:
AGREEMENT
Section
1. Authorization, Purchase and Sale; Terms of the Private Placement Warrants.
A.
Authorization of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private
Placement Warrants to the Purchasers.
B.
Purchase and Sale of the Private Placement Warrants.
(i)
On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the
Purchasers and the Company (the “IPO Closing Date”), the Company shall issue and sell to the Purchasers, and
the Purchasers shall purchase from the Company, 11,333,334 Private Placement Warrants at a price of $1.50 per warrant for an aggregate
purchase price of $17,000,001 (the “Purchase Price”). The Purchasers shall pay the Purchase Price by wire transfer
of immediately available funds to the Company, to the trust account, at a financial institution to be chosen by the Company, maintained
by Continental Stock Transfer & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions
(the “Trust Account”), at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date,
upon the payment by the Purchasers of the Purchase Price, by wire transfer of immediately available funds to the Company, the Company,
at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by each of the Purchasers on such
date duly registered in each of the Purchaser’s names to each of the Purchasers or effect such delivery in book-entry form.
(ii) On
the date of any closing of the over-allotment option, if any, in connection with the Public Offering or on such earlier time
and date as may be mutually agreed by the Purchasers and the Company (each such date, an “Over-allotment Closing
Date,” and each Over-allotment Closing Date (if any) and the IPO Closing Date, being sometimes referred to herein
as a “Closing Date”), the Company shall issue and sell to the Purchasers, and the Purchasers shall
purchase from the Company, up to an aggregate of 1,500,000 Private Placement Warrants, in the same proportion as the amount
of the option that is then so exercised, at a price of $1.50 per warrant for an aggregate purchase price of up to $2,250,000
(if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment
Purchase Price”). Each of the Purchasers shall pay the Over-allotment Purchase Price in accordance with the
Company’s wire instruction by wire transfer of immediately available funds to the Trust Account at least one (1)
business day prior to such Over-allotment Closing Date. On the Over-allotment Closing Date, following the payment by the
Purchaser of the Over-allotment Purchase Price by wire transfer of immediately available funds to the Company, the Company,
at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased by the Purchaser on such date
duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.
C.
Terms of the Private Placement Warrants.
(i)
Each Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and
a warrant agent on the IPO Closing Date, in connection with the Public Offering (the “Warrant Agreement”).
(ii)
At the time of, or prior to, the closing of the Public Offering, the Company and the Purchaser shall enter into a registration
rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration
rights to the Purchaser relating to the Private Placement Warrants and the Class A shares underlying the Private Placement Warrants.
Section
2. Representations and Warranties of the Company. As a material inducement to the Purchaser to enter into this
Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations
and warranties shall survive each Closing Date) that:
A.
Incorporation and Corporate Power. The Company is a corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify
would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the Company.
The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this
Agreement and the Warrant Agreement.
B.
Authorization; No Breach.
(i)
The execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by
the Company as of the IPO Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable
in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws
of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered
in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement
and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in
accordance with their terms as of each Closing Date.
(ii)
The execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of
the Private Placement Warrants, the issuance of the Class A shares upon exercise of the Private Placement Warrants and the fulfillment,
of and compliance with, the respective terms hereof and thereof by the Company, do not and will not as of each Closing Date (a)
conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the
creation of any lien, security interest, charge or encumbrance upon the Company’s capital stock or assets under, (d) result
in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to,
or filing with, any court or administrative or governmental body or agency pursuant to, the second amended and restated certificate
of incorporation of the Company or the amended and restated bylaws of the Company (in effect on the date hereof or as may be amended
prior to completion of the Public Offering), or any material law, statute, rule or regulation to which the Company is subject,
or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof
under federal or state securities laws.
C.
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant
Agreement, the Class A shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid
and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser
will have good title to the Private Placement Warrants and the Class A shares issuable upon exercise of such Private Placement
Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and
under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens,
claims or encumbrances imposed due to the actions of the Purchaser.
D.
Governmental Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental
authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation
by the Company of any other transactions contemplated hereby.
E.
Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers,
directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated
pursuant to Rule 506(d) of Regulation D under the Securities Act.
Section
3. Representations and Warranties of the Purchaser. As a material inducement to the Company to enter into this
Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the
Company (which representations and warranties shall survive each Closing Date) that:
A.
Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry
out the transactions contemplated by this Agreement.
B.
Authorization; No Breach.
(i)
This Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject
to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to
or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).
(ii)
The execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof
by the Purchaser does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the
terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest,
charge or encumbrance upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require any authorization,
consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental
body or agency pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior
to completion of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject,
or any agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after
the date hereof under federal or state securities laws.
C.
Investment Representations.
(i)
The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Class
A shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account,
for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.
(ii)
The Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D, and the
Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities
Act.
(iii)
The Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions
from the registration requirements of the United States federal and state securities laws and that the Company is relying upon
the truth and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth
herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.
(iv)
The Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising
within the meaning of Rule 502(c) of Regulation D under the Securities Act.
(v)
The Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and
materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded
the opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment
in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary
to make an informed investment decision with respect to the acquisition of the Securities.
(vi)
The Purchaser understands that no United States federal or state agency or any other government or governmental agency has
passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.
(vii)
The Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or
any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder
or (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands
that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and
after an initial Business Combination, are deemed to be “underwriters” under the Securities Act when reselling the
securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available
for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can
be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities
Act.
(viii)
The Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk
associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating
the merits and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities
in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current
financial needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized
by the investment in the Securities. The Purchaser can afford a complete loss of its investments in the Securities.
(ix)
The Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth
in the Warrant Agreement.
Section
4. Conditions of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for
the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A.
Representations and Warranties. The representations and warranties of the Company contained in Section 2 shall be
true and correct at and as of such Closing Date as though then made.
B.
Performance. The Company shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by it on or before such Closing Date.
C.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.
D.
Warrant Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement, in
the form of Exhibit A hereto, and the Registration Rights Agreement, in the form of Exhibit B hereto, in each case
on terms satisfactory to the Purchaser.
Section
5. Conditions of the Company’s Obligations. The obligations of the Company to the Purchaser under this
Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:
A.
Representations and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall
be true and correct at and as of such Closing Date as though then made.
B.
Performance. The Purchaser shall have performed and complied with all agreements, obligations and conditions contained
in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.
C.
Corporate Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution,
delivery and performance of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants
hereunder.
D.
No Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have
been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
contemplated by this Agreement or the Warrant Agreement.
E.
Warrant Agreement. The Company shall have entered into the Warrant Agreement with a warrant agent on terms satisfactory
to the Company.
Section
6. Termination. This Agreement may be terminated at any time after December 31, 2020 upon the election by either
the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior
to such date.
Section
7. Survival of Representations and Warranties. All of the representations and warranties contained herein shall
survive each Closing Date.
Section
8. Definitions. Terms used but not otherwise defined in this Agreement shall have the meaning assigned to such
terms in the Registration Statement on Form S-1 the Company has filed with the SEC, under the Securities Act.
Section
9. Miscellaneous.
A.
Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of
the parties hereto whether so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may
not assign this Agreement, other than assignments by the Purchaser to affiliates thereof.
B.
Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable
law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder
of this Agreement.
C.
Counterparts. This Agreement may be executed simultaneously in two or more counterparts, none of which need contain
the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.
D.
Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only
and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement
shall be by way of example rather than by limitation.
E.
Governing Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for
all purposes shall be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the laws of another jurisdiction.
F.
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except by a written
instrument executed by all parties hereto.
[Signature page follows]
IN WITNESS WHEREOF,
the parties hereto have executed this Agreement to be effective as of the date first set forth above.
|
|
COMPANY:
|
|
|
|
|
|
FOLEY TRASIMENE ACQUISITION CORP.
|
|
|
|
|
|
By:
|
|
|
|
|
Name: Michael L .Gravelle
|
|
|
|
Title: General Counsel and Corporate Secretary
|
|
|
|
|
|
|
PURCHASERS:
|
|
|
|
|
|
TRASIMENE CAPITAL FT, LP
|
|
|
|
|
|
By its General Partner,
|
|
|
Trasimene Capital FT, LLC
|
|
|
|
|
|
By:
|
|
|
|
|
Name: Michael L .Gravelle
|
|
|
|
Title: General Counsel and Corporate Secretary
|
|
|
|
|
|
BILCAR FT, LP
|
|
|
|
|
|
By its General Partner,
Bilcar FT, LLC
|
|
|
|
|
|
By: Member
|
|
|
|
|
|
By:
|
|
|
|
|
Name: Michael L. Gravelle
|
|
|
|
Title: General Counsel and Corporate Secretary
|
[Signature page to Private Placement Warrants Purchase Agreement]
Exhibit A
Warrant Agreement
Exhibit B
Registration Rights
Agreement
Exhibit 10.4
INDEMNITY AGREEMENT
THIS INDEMNITY
AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Foley Trasimene Acquisition
Corp., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”).
RECITALS
WHEREAS, highly
competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities
unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims
and actions against them arising out of their service to and activities on behalf of such corporations;
WHEREAS, the
Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary
and widespread practice among publicly traded corporations and other business enterprises, the Company believes that, given current
market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions.
At the same time, directors, officers and other persons in service to corporations or business enterprises are being increasingly
subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been
brought only against the Company or business enterprise itself. The Second Amended and Restated Certificate of Incorporation (the
“Charter”) and the Amended and Restated Bylaws (“Bylaws”) of the Company require
indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to provisions
of the Delaware General Corporation Law (“DGCL”). The Charter, Bylaws and the DGCL expressly provide that the indemnification
provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company
and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration, advancement and
reimbursement rights;
WHEREAS, the
uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such
persons;
WHEREAS, the
Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty
of such protection in the future;
WHEREAS, it
is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless, exonerate and
to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue
to serve the Company free from undue concern that they will not be so protected against liabilities;
WHEREAS, this
Agreement is a supplement to and in furtherance of the Charter and Bylaws of the Company and any resolutions adopted pursuant thereto,
and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and
WHEREAS, Indemnitee
may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company
desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service
for or on behalf of the Company on the condition that he or she be so indemnified.
NOW, THEREFORE,
in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated
as of [●], 2020 between the Company and Indemnitee pursuant to the Underwriting Agreement among the Company and the Underwriters
in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
TERMS AND CONDITIONS
1.
SERVICES TO THE COMPANY
Indemnitee will serve
or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for
so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee
is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to
serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement,
however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond
any period otherwise required by law or by other agreements or commitments of the parties, if any.
2.
DEFINITIONS
As used in this Agreement:
(a)
References to “agent” shall mean any person who is or was a director, officer or employee of the
Company or a subsidiary of the Company or other person authorized by the Company to act for the Company, to include such person
serving in such capacity as a director, officer, employee, advisor, fiduciary or other official of another corporation, partnership,
limited liability company, joint venture, trust or other enterprise at the request of, for the convenience of, or to represent
the interests of the Company or a subsidiary of the Company.
(b)
The terms “Beneficial Owner” and “Beneficial Ownership” shall have
the meanings set forth in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof.
(c)
A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this
Agreement of any of the following events:
(i)
Acquisition of Stock by Third Party. Other than an affiliate of either Bilcar FT, LP or Trasimene Capital FT, LP
(the “Sponsors”), any Person is or becomes the Beneficial Owner, directly or indirectly, of securities
of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding
securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership
of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares
of securities entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the
Continuing Directors and such acquisition would not constitute a Change in Control under part (iii) of this definition;
(ii)
Change in Board of Directors. Individuals who, as of the date hereof, constitute the Board, and any new director
whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least
two thirds of the directors then still in office who were directors on the date hereof or whose election or nomination for election
was previously so approved (collectively, the “Continuing Directors”), cease for any reason to constitute
at least a majority of the members of the Board;
(iii)
Corporate Transactions. The effective date of a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”),
in each case, unless, following such Business Combination: (1) all or substantially all of the individuals and entities who were
the Beneficial Owners of securities entitled to vote generally in the election of directors immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the then outstanding securities
of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more Subsidiaries) in substantially the same proportions as their ownership immediately
prior to such Business Combination, of the securities entitled to vote generally in the election of directors; (2) other than
an affiliate of the Sponsors, no Person (excluding any corporation resulting from such Business Combination) is the Beneficial
Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities entitled to vote
generally in the election of directors of the surviving corporation except to the extent that such ownership existed prior to
the Business Combination; and (3) at least a majority of the board of directors of the corporation resulting from such Business
Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of the Board, providing
for such Business Combination;
(iv)
Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement
or series of agreements for the sale or disposition by the Company of all or substantially all of the Company’s assets,
other than factoring the Company’s current receivables or escrows due (or, if such approval is not required, the decision
by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of related transactions);
or
(v)
Other Events. There occurs any other event of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the
Exchange Act, whether or not the Company is then subject to such reporting requirement.
(d)
“Corporate Status” describes the status of a person who is or was a director, officer, trustee,
general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise which such person
is or was serving at the request of the Company.
(e)
“Delaware Court” shall mean the Court of Chancery of the State of Delaware.
(f)
“Disinterested Director” shall mean a director of the Company who is not and was not a party
to the Proceeding in respect of which indemnification is sought by Indemnitee.
(g)
“Enterprise” shall mean the Company and any other corporation, constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of its wholly owned subsidiaries)
is a party, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee
is or was serving at the request of the Company as a director, officer, trustee, general partner, manager, managing member, fiduciary,
employee or agent.
(h)
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(i)
“Expenses” shall include all direct and indirect costs, fees and expenses of any type or nature
whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court costs, transcript
costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial services
and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding, including
reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Company or any
third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including
without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedes a bond, or other
appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of
judgments or fines against Indemnitee.
(j)
References to “fines” shall include any excise tax assessed on Indemnitee with respect to any
employee benefit plan.
(k) References
to “serving at the request of the Company” shall include any service as a director, officer,
employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such director, officer,
employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and if Indemnitee
acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and
beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to
the best interests of the Company” as referred to in this Agreement.
(l)
“Independent Counsel” shall mean a law firm or a member of a law firm with significant experience
in matters of corporate law and that neither presently is, nor in the past five years has been, retained to represent: (i) the
Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under
this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any other party to the Proceeding giving
rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict
of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.
(m)
The term “Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange
Act as in effect on the date hereof; provided, however, that “Person” shall exclude: (i) the Company;
(ii) any Subsidiaries of the Company; (iii) any employment benefit plan of the Company or of a Subsidiary of the Company or of
any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their
ownership of stock of the Company; and (iv) any trustee or other fiduciary holding securities under an employee benefit plan of
the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the Company.
(n)
The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration,
mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened
or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil (including intentional
or unintentional tort claims), criminal, administrative or investigative or related nature, in which Indemnitee was, is, will
or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company,
by reason of any action (or failure to act) taken by him or her or of any action (or failure to act) on his or her part while
acting as a director or officer of the Company, or by reason of the fact that he or she is or was serving at the request of the
Company as a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other
Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification,
reimbursement, or advancement of expenses can be provided under this Agreement.
(o)
The term “Subsidiary,” with respect to any Person, shall mean any corporation, limited
liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting equity
securities or equity interest is owned, directly or indirectly, by that Person.
3.
INDEMNITY IN THIRD-PARTY PROCEEDINGS
To the fullest extent
permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions
of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise)
in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s
Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses,
judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement)
actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue
or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that his or her conduct
was unlawful.
4.
INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY
To the fullest extent
permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions
of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent or otherwise)
in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate
Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually
and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests
of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4 in respect of
any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction to be liable
to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court shall determine
upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly
and reasonably entitled to indemnification, to be held harmless or to exoneration.
5.
INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL
Notwithstanding any
other provisions of this Agreement except for Section 27, to the extent that Indemnitee was or is, by reason of
Indemnitee’s Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any
Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent
permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably
incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful,
on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company
shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all
Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved
claim, issue or matter. If Indemnitee is not wholly successful in such Proceeding, the Company also shall, to the fullest
extent permitted by applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses reasonably
incurred in connection with a claim, issue or matter related to any claim, issue, or matter on which Indemnitee was
successful. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a
Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or
matter.
6.
INDEMNIFICATION FOR EXPENSES OF A WITNESS
Notwithstanding any
other provision of this Agreement except for Section 27, to the extent that Indemnitee is, by reason of his or her Corporate Status,
a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, he or she shall, to
the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually and
reasonably incurred by him or her or on his or her behalf in connection therewith.
7.
ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS
Notwithstanding any
limitation in Sections 3, 4, or 5, except for Section 27, the Company shall, to the fullest extent permitted by applicable law,
indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding
(including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments,
fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection
with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred
by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under
this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to the
Company or its stockholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing violation
of the law.
8.
CONTRIBUTION IN THE EVENT OF JOINT LIABILITY
(a)
To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights
provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu
of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee,
whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection
with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes
any right of contribution it may have at any time against Indemnitee.
(b) The
Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or
would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted
against Indemnitee.
(c)
The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which
may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.
9.
EXCLUSIONS
Notwithstanding any
provision in this Agreement (except section 27), the Company shall not be obligated under this Agreement to make any indemnification,
advance Expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:
(a)
for which payment has actually been received by or on behalf of Indemnitee under any insurance policy or other indemnity
or advancement provision, except with respect to any excess beyond the amount actually received under any insurance policy, contract,
agreement, other indemnity or advancement provision or otherwise;
(b)
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the
Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory law or common law; or
(c)
except as otherwise provided in Sections 14(f) and (g) hereof, prior to a Change in Control, in connection with any Proceeding
(or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by
Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board authorized the
Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides the indemnification, hold harmless
or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law.
10.
ADVANCES OF EXPENSES; DEFENSE OF CLAIM
(a) Notwithstanding
any provision of this Agreement to the contrary except for Section 27, and to the fullest extent not prohibited by applicable
law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably expected by Indemnitee to be incurred by
Indemnitee within three months) in connection with any Proceeding within ten (10) days after the receipt by the Company of a
statement or statements requesting such advances from time to time, prior to the final disposition of any Proceeding.
Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the fullest extent
permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard to
Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this
Agreement. Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of
advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed.
To the fullest extent required by applicable law, such payments of Expenses in advance of the final disposition of the
Proceeding shall be made only upon the Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the
advanced amounts to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the
Company under the provisions of this Agreement, the Charter, the Bylaws, applicable law or otherwise. This Section 10(a)
shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration payment is
excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to a final determination
that Indemnitee is liable therefor.
(b)
The Company will be entitled to participate in the Proceeding at its own expense.
(c)
The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment,
fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.
11.
PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION
(a)
Indemnitee agrees to notify promptly the Company in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding, claim, issue or matter therein which may be subject to indemnification,
hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the
Company shall not relieve the Company of any obligation which it may have to Indemnitee under this Agreement, or otherwise.
(b)
Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate Indemnitee in accordance
with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as Indemnitee deems appropriate
in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s entitlement
to indemnification shall be determined according to Section 12(a) of this Agreement.
12.
PROCEDURE UPON APPLICATION FOR INDEMNIFICATION
(a) A
determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made
in the specific case by one of the following methods, which shall be at the election of Indemnitee: (i) by a majority vote of
the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee of such directors designated by
majority vote of such directors, (iii) if there are no Disinterested Directors or if such directors so direct, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (iv) by vote of the
stockholders. The Company promptly will advise Indemnitee in writing with respect to any determination that Indemnitee is or
is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied.
If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10)
days after such determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such
determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons
or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or
Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to
Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless
therefrom.
(b)
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section
12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The Independent Counsel shall be selected
by Indemnitee (unless Indemnitee shall request that such selection be made by the Board), and Indemnitee shall give written notice
to the Company advising it of the identity of the Independent Counsel so selected and certifying that the Independent Counsel
so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this Agreement.
If the Independent Counsel is selected by the Board, the Company shall give written notice to Indemnitee advising him or her of
the identity of the Independent Counsel so selected and certifying that the Independent Counsel so selected meets the requirements
of “Independent Counsel” as defined in Section 2 of this Agreement. In either event, Indemnitee or the
Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver
to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection
may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual
basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such
written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless
and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit.
If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 11(b)
hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the
Delaware Court for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection
of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court, and the person
with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section
12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement,
Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable
standards of professional conduct then prevailing).
(c)
The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully indemnify and hold harmless
such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.
13.
PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS
(a)
In making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted
a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company shall have the burden of proof
to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that
presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent Counsel) to have made
a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by the Disinterested
Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action
or create a presumption that Indemnitee has not met the applicable standard of conduct.
(b)
If the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee
is entitled to indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the
request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by law,
be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
in connection with the request for indemnification, or (ii) a final judicial determination that any or all such indemnification
is expressly prohibited under applicable law; provided, however, that such 30-day period may be extended for a reasonable time,
not to exceed an additional fifteen (15) days, if the person, persons or entity making the determination with respect to entitlement
to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information
relating thereto.
(c)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect
to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.
(d) For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors, manager, or officers of the Enterprise in the course of their duties, or on the
advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee, general partner,
manager or managing member, or on information or records given or reports made to the Enterprise, its Board, any committee of
the Board or any director, trustee, general partner, manager or managing member, by an independent certified public
accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any
director, trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to
be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the
applicable standard of conduct set forth in this Agreement.
(e)
The knowledge and/or actions, or failure to act, of any other director, officer, trustee, general partner, manager, managing
member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right
to indemnification under this Agreement.
14.
REMEDIES OF INDEMNITEE
(a)
In the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses, to the fullest extent permitted by applicable law, is not
timely made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been
made pursuant to Section 12(a) of this Agreement within thirty (30) days after receipt by the Company of the request for indemnification,
(iv) payment of indemnification is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12(a) of this Agreement
within ten (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a timely
manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3 or 4 of this Agreement is
not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vii) payment
to Indemnitee pursuant to any hold harmless or exoneration rights under this Agreement or otherwise is not made in accordance
with this Agreement within ten (10) days after receipt by the Company of a written request therefor, Indemnitee shall be entitled
to an adjudication by the Delaware Court to such indemnification, hold harmless, exoneration, contribution or advancement rights.
Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant
to the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein,
the provisions of Delaware law (without regard to its conflict of laws rules) shall apply to any such arbitration. The Company
shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.
(b)
In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not
entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 shall be conducted in
all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse
determination.
(c) In
any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee shall be presumed to be entitled to
be indemnified, held harmless, exonerated to receive advancement of Expenses under this Agreement and the Company shall have
the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to receive advancement of
Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination pursuant to
Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding or
arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for any advances pursuant
to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to indemnification (as to
which all rights of appeal have been exhausted or lapsed).
(d)
If a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section
14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law.
(e)
The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section
14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such
court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
(f)
The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law against all Expenses and,
if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such written request) pay to Indemnitee,
to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee in connection with any judicial
proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or to recover damages for breach of,
this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution agreement or provision of
the Charter, or the Company’s Bylaws now or hereafter in effect; or (ii) for recovery or advances under any insurance policy
maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined
to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as
the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).
(g)
Interest shall be paid by the Company to Indemnitee at the legal rate under Delaware law for amounts which the Company
indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate or advance for
the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated, contribution,
reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee by the Company.
15.
SECURITY
Notwithstanding anything
herein to the contrary, except for Section 27, to the extent requested by Indemnitee and approved by the Board, the Company may
at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable
bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released
without the prior written consent of Indemnitee.
16.
NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION; PRIORITY OF OBLIGATIONS
(a)
The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution
of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict
any right of Indemnitee under this Agreement in respect of any Proceeding (regardless of when such Proceeding is first threatened,
commenced or completed) or claim, issue or matter therein arising out of, or related to, any action taken or omitted by such Indemnitee
in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in applicable law, whether
by statute or judicial decision, permits greater indemnification, hold harmless or exoneration rights or advancement of Expenses
than would be afforded currently under the Charter, the Bylaws or this Agreement, then this Agreement (without any further action
by the parties hereto) shall automatically be deemed to be amended to require that the Company indemnify the Indemnitee to the
fullest extent permitted by law. No right or remedy herein conferred is intended to be exclusive of any other right or remedy,
and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise,
shall not prevent the concurrent assertion or employment of any other right or remedy.
(b)
The DGCL, the Charter and the Bylaws permit the Company to purchase and maintain insurance or furnish similar protection
or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification
Arrangements”) on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf
of him or her or in such capacity as a director, officer, employee or agent of the Company, or arising out of his or her status
as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of
this Agreement or under the DGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification
Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement
except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not
in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification
Arrangement.
(c) To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of any other Enterprise
which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance
with its or their terms to the maximum extent of the coverage available for any such director, officer, trustee, partner,
managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company receives
notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness or otherwise), the
Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to
the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter use
commercially reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of
such Proceeding in accordance with the terms of such policies.
(d)
In the event of any payment under this Agreement, the Company, to the fullest extent permitted by law, shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all
action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring
suit to enforce such rights. No such payment by the Company shall be deemed to relieve any insurer of its obligations.
(e)
The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder to Indemnitee who is
or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member, fiduciary, employee
or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification, hold harmless
or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this Agreement
to the contrary except for Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate, pursue or apportion
any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple parties possessing
such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under this Agreement,
and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee holds, may
pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage rights
against any person or entity other than the Company.
(f)
Notwithstanding anything contained herein, the Company is the primary indemnitor, and any indemnification or advancement
obligation of the Sponsors, its affiliates or any other Person is secondary.
17.
DURATION OF AGREEMENT
All agreements and
obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the
Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company
and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal
thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her Corporate
Status, whether or not he or she is acting in any such capacity at the time any liability or expense is incurred for which indemnification
or advancement can be provided under this Agreement.
18.
SEVERABILITY
If any provision or
provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the
validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each
portion of any Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and
shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to
the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c)
to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section,
paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is
not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.
19.
ENFORCEMENT AND BINDING EFFECT
(a)
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on
it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of the Company.
(b)
Without limiting any of the rights of Indemnitee under the Charter or the Bylaws of the Company as they may be amended
from time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect
to the subject matter hereof.
(c)
The indemnification, hold harmless, exoneration and advancement of expenses rights provided by or granted pursuant to this
Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors and assigns (including
any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or
assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the
Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of any other
Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs,
devisees, executors and administrators and other legal representatives.
(d)
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place.
(e) The
Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement, at some later date, may be
inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm.
Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by law, enforce this Agreement by
seeking, among other things, injunctive relief and/or specific performance hereof, without any necessity of showing actual
damage or irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be
precluded from seeking or obtaining any other relief to which he or she may be entitled. The Company and Indemnitee further
agree that Indemnitee shall, to the fullest extent permitted by law, be entitled to such specific performance and injunctive
relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of
posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond
or undertaking may be required of Indemnitee by a Court of competent jurisdiction, and the Company hereby waives any such
requirement of such a bond or undertaking to the fullest extent permitted by law.
20.
MODIFICATION AND WAIVER
No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute
a continuing waiver.
21.
NOTICES
All notices, requests,
demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered
by hand and receipted for by the party to whom said notice or other communication shall have been directed, on such delivery or
(ii) if mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it
is so mailed:
(a)
If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee
shall provide in writing to the Company.
(b)
If to the Company, to:
Foley Trasimene Acquisition Corp.
1701 Village Center Circle
Las Vegas, NV 89134
Attn: Michael
L. Gravelle
With a copy, which shall not constitute
notice, to:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Attn: Alexander D. Lynch, Esq.
or to any other address as may have been
furnished to Indemnitee in writing by the Company.
22.
APPLICABLE LAW AND CONSENT TO JURISDICTION
This Agreement and
the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State
of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant
to Section 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably and unconditionally:
(a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware
Court and not in any other state or federal court in the United States of America or any court in any other country; (b) consent
to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection
with this Agreement; (c) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and
(d) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been
brought in an improper or inconvenient forum, or is subject (in whole or in part) to a jury trial.
23.
IDENTICAL COUNTERPARTS
This Agreement may
be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together
shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this Agreement.
24.
MISCELLANEOUS
The headings of the
paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.
25.
PERIOD OF LIMITATIONS
No legal action shall
be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s spouse,
heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such cause
of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the timely
filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise
applicable to any such cause of action such shorter period shall govern.
26.
ADDITIONAL ACTS
If for the validation
of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted
by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner
that will enable the Company to fulfill its obligations under this Agreement.
27.
WAIVER OF CLAIMS TO TRUST ACCOUNT
Notwithstanding anything
contained herein to the contrary, Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind
(each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s
initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim
it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against
such trust account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification provided
hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the Trust Account to
satisfy its obligations hereunder or (ii) the Company completes a Business Combination.
28.
MAINTENANCE OF INSURANCE
The Company shall
use commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated
to indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide
the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s
performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such
policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide
the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors
and officers.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have
caused this Indemnity Agreement to be signed as of the day and year first above written.
|
|
FOLEY TRASIMENE ACQUISITION CORP.
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
|
INDEMNITEE
|
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
Exhibit 10.5
FOLEY TRASIMENE ACQUISITION CORP.
1701 Village Center Circle
Las Vegas, NV 89134
[·], 2020
Cannae Holdings, Inc.
1701 Village Center Circle
Las Vegas, NV 89134
Ladies and Gentlemen:
This letter will confirm our agreement that,
commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration
Statement”) for the initial public offering (the “IPO”) of the securities of Foley Trasimene
Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the completion by the Company
of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement)
(such earlier date hereinafter referred to as the “Termination Date”), Cannae Holdings, Inc. (“Cannae
Holdings”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial
and administrative services as may be required by the Company from time to time, situated at 1701 Village Center Circle, Las Vegas,
NV 89134 (or any successor location). In exchange therefore, the Company shall pay Cannae Holdings a sum of $5,000 per month, respectively,
on the Effective Date and continuing monthly thereafter until the Termination Date. Cannae Holdings hereby agrees that it does
not have any right, title, interest or claim of any kind in or to any monies that may be set aside in a trust account (the “Trust
Account”) that may be established upon the consummation of the IPO (the “Claim”) and hereby
waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the
Company and will not seek recourse against the Trust Account for any reason whatsoever.
|
|
Very truly yours,
|
|
|
|
|
|
FOLEY TRASIMENE ACQUISITION CORP.
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
Michael L. Gravelle
|
|
|
Title:
|
General Counsel and Corporate Secretary
|
AGREED TO AND ACCEPTED BY:
|
CANNAE HOLDINGS, INC.
|
|
|
|
By:
|
|
|
|
Name:
|
|
Title:
|
Exhibit 10.8
[·],
2020
Foley Trasimene Acquisition Corp.
1701 Village Center Circle
Las Vegas, NV 89134
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010
BofA Securities, Inc.
One Bryant Park
New York, NY 10036
Re: Initial Public Offering
Ladies and Gentlemen:
This letter (the “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Foley Trasimene Acquisition Corp., a Delaware corporation (the “Company”)
and Credit Suisse Securities (USA) LLC and BofA Securities, Inc., as representatives (the “Representatives”)
of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten
initial public offering (the “IPO”) of the Company’s units (the “Units”),
each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each,
a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
In order to induce the Company and the Underwriters to enter
into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the
undersigned as a stockholder of the Company, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned hereby agrees with the Company as follows:
|
1.
|
If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common
Stock beneficially owned by it, whether acquired before, in or after the IPO, in favor of such Business Combination.
|
|
2.
|
In the event that the Company does not complete a Business Combination within the time period set forth in the Company’s
second amended and restated certificate of incorporation, as the same may be further amended from time to time (the “Charter”),
the undersigned will, as promptly as possible, take all necessary actions to cause the Company to (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the
IPO Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the Trust Account not previously released to the Company to pay its tax obligations, if any (less up to $100,000
of such net interest to pay dissolution expenses), divided by the number of then outstanding IPO Shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the cases of clauses (ii)
and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable
law. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust
Account and any remaining net assets of the Company as a result of such liquidation with respect to the Founder Shares owned by
the undersigned. However, if the undersigned has acquired IPO Shares in or after the IPO, it will be entitled to liquidating distributions
from the Trust Account with respect to such IPO Shares in the event that the Company does not complete a Business Combination within
the time period set forth in the Charter. In the event of the liquidation of the Trust Account, the undersigned agrees that it
will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered
public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the
Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser
of (i) $10.00 per IPO Share and (ii) the actual amount per IPO Share held in the Trust Account as of the date of the liquidation
of the Trust Account, if less than $10.00 per IPO Share due to reductions in the value of the assets in the Trust Account, in each
case less interest that may be withdrawn to pay the Company’s tax obligations, if any; provided that such liability
will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the
monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s
obligation to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as
amended, pursuant to the Underwriting Agreement. The undersigned acknowledges and agrees that there will be no distribution from
the Trust Account with respect to any Warrants, all rights of which will terminate on the Company’s liquidation.
|
|
3.
|
The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with
a target business that is affiliated with the undersigned or any other Insiders of the Company or their affiliates, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm, which is a member of the Financial Industry Regulatory Authority, or an independent
accounting firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point
of view.
|
|
4.
|
Neither the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation
or other cash payment from the Company prior to, or for services rendered in order to effectuate, the completion of the Business
Combination; provided that the Company shall be allowed to make the payments set forth in the Registration Statement adjacent
to the caption “Prospectus Summary—The Offering—Limited payments to insiders.”
|
|
5.
|
(a)
|
The undersigned agrees that the Founder Shares may not be transferred, assigned or sold (except to certain permitted transferees
as described in the Registration Statement or herein) (the “Lockup”) until the earlier to occur of:
(1) one year after the completion of a Business Combination or (2) the date following the completion of the Company’s initial
Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results
in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other
property. Notwithstanding the foregoing, if the closing price of the Company’s Common Stock equals or exceeds $12.00 per
share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the
Founder Shares will be released from the Lockup.
|
|
|
(b)
|
Notwithstanding the provisions set forth in paragraphs 5(a) and 5(c), during the period commencing on the effective date of
the Underwriting Agreement and ending 180 days after such date, the undersigned will not, without the prior written consent of
the Representatives pursuant to the Underwriting Agreement, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
hedge or otherwise dispose of or agree to dispose of (or enter into any transaction that is designed to, or might reasonably be
expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement
or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate
of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement
with the Securities and Exchange Commission (the “SEC”) in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder
with respect to, any other Units, shares of Common Stock, Founder Shares or Warrants or any securities convertible into, or exercisable,
or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Common Stock, Founder Shares,
Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce
any intention to effect any transaction, including the filing of a registration statement, specified in clause (i) or (ii). The
provisions of this paragraph will not apply (i) to the transfer of Founder Shares to any independent director appointed or elected
to the Company’s board of directors before or after the IPO or (ii) if the release or waiver is effected solely to permit
a transfer not for consideration and, in each case the transferee has agreed in writing to be bound by the same terms described
in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.
|
|
|
(c)
|
The undersigned agrees that until the Company completes an initial Business Combination, the undersigned’s Private Placement
Warrants will be subject to the transfer restrictions described in the Private Placement Warrants Purchase Agreement relating to
the undersigned’s Private Placement Warrants.
|
|
|
(d)
|
Notwithstanding the provisions set forth in paragraphs 5(a) and (c), transfers, assignments and sales by the undersigned of
the Founder Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise of the Private Placement
Warrants or conversion of the Founder Shares are permitted (i) to the Company’s officers or directors, any affiliates or
family members of any of the Company’s officers or directors, any members or partners of the undersigned or their affiliates,
any affiliates of the undersigned, or any employees of such affiliates; (ii) in the case of an individual, by gift to a member
of the individual’s immediate family or to a trust, the beneficiary of which is a member of one of the individual’s
immediate family, an affiliate of such person or to a charitable organization; (iii) in the case of an individual, by virtue of
laws of descent and distribution upon death of the individual; (iv) in the case of an individual, pursuant to a qualified domestic
relations order; (v) by private sales or transfers made in connection with the completion of the Business Combination at prices
no greater than the price at which the Founder Shares, Private Placement Warrants or shares of Common Stock, as applicable, were
originally purchased; (vi) by virtue of the undersigned’s organizational documents upon liquidation or dissolution of the
undersigned; (vii) to the Company for no value for cancellation in connection with the completion of the Business Combination;
(viii) in the event of the Company’s liquidation prior to the completion of a Business Combination; or (ix) in the event
of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the
completion of a Business Combination; provided, however, that in the case of clauses (i) through (vi) these permitted
transferees must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance of doubt, the
transfers of Founder Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise of the
Private Placement Warrants or conversion of the Founder Shares shall be permitted regardless of whether a filing under Section
16(a) of the Exchange Act shall be required or shall be voluntarily made with respect to such transfers.
|
|
6.
|
The undersigned hereby agrees that upon the redemption of the shares of Common Stock by any public stockholder in connection
with the stockholder vote to approve the Business Combination as provided for in the Charter (each a “Public Share
Redemption”), the undersigned agrees to forfeit to the Company at no cost one share of Class B common stock of the
Company, par value $0.0001 per share (the “Class B Common Stock”) for each four (4) shares of Common
Stock redeemed in the Public Share Redemption; provided, that in no event shall the undersigned forfeit any fractional shares of
Class B Common Stock.
|
|
7.
|
The undersigned has full right and power, without violating any agreement by which it is bound, to enter into this Letter Agreement.
|
|
8.
|
The undersigned hereby waives any right to exercise redemption rights with respect to any of the Company’s shares of
Common Stock owned or to be owned by the undersigned, directly or indirectly, whether such shares be part of the Founder Shares
or IPO Shares, and agrees not to seek redemption with respect to such shares (or sell such shares to the Company in any tender
offer) in connection with any stockholder vote to approve (x) a Business Combination or (y) an amendment to the Charter that would
affect the substance or timing of the Company’s obligation to allow redemption in connection with the Business Combination
or to redeem 100% of the shares of Common Stock if the Company has not completed a Business Combination within 24 months from the
closing of the IPO.
|
|
9.
|
The undersigned hereby agrees to not propose, or vote in favor of, an amendment to Paragraph 26(d) of the Charter prior to
the completion of a Business Combination unless the Company provides public stockholders with the opportunity to redeem their shares
of Common Stock upon such approval in accordance with such Paragraph 26(d) thereof.
|
|
10.
|
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this
Letter Agreement shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern
District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum.
|
|
11.
|
As used herein, (i) a “Business Combination” shall mean a merger,
stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with
one or more businesses or entities; (ii) “Insiders” shall mean all officers, directors and sponsors
of the Company immediately prior to the IPO; (iii) “Founder Shares” shall mean all of the Class B Common
Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO Shares” shall mean the shares
of Common Stock issued in the Company’s IPO; (v) “Private Placement Warrants” shall mean the warrants
that are being sold privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust Account”
shall mean the trust account into which the net proceeds of the Company’s IPO and a portion of the proceeds from the sale
of the Private Placement Warrants will be deposited; and (vii) “Registration Statement” means the Company’s
registration statement on Form S-1 (SEC File No. 333-238135) filed with the SEC, as amended.
|
|
12.
|
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by all parties hereto.
|
|
13.
|
The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render any Underwriter
a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with
respect to the subject matter hereof.
|
|
14.
|
This Letter Agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives
and assigns. This Letter Agreement shall terminate on the earlier of (i) the completion of a Business Combination and (ii) the
liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability for any breach
of this agreement prior to its termination. The parties hereto may not assign either this Letter Agreement or any of their rights,
interests, or obligations hereunder without the prior written consent of the other party. Any purported assignment in violation
of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported
assignee.
|
[Signature Page Follows]
|
|
BILCAR FT, LP
|
|
|
|
|
|
|
|
|
By: Bilcar FT, LLC, its general partner
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
Michael L. Gravelle
|
|
|
Title:
|
General Counsel and Corporate Secretary
|
|
|
|
|
|
|
|
|
TRASIMENE CAPITAL FT, LP
|
|
|
|
|
|
|
|
|
By: Trasimene Capital FT, LLC, its general partner
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
Michael L. Gravelle
|
|
|
Title:
|
General Counsel and Corporate Secretary
|
|
|
|
|
|
|
|
|
Acknowledged and Agreed:
|
|
|
|
|
|
FOLEY TRASIMENE ACQUISITION CORP.
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
Exhibit 10.9
[·],
2020
Foley Trasimene Acquisition Corp.
1701 Village Center Circle
Las Vegas, NV 89134
Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, NY 10010
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Re: Initial Public Offering
Ladies and Gentlemen:
This letter (the “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
entered into by and between Foley Trasimene Acquisition Corp., a Delaware corporation (the “Company”)
and Credit Suisse Securities (USA) LLC and BofA Securities, Inc., as representatives (the “Representatives”)
of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten
initial public offering (the “IPO”) of the Company’s units (the “Units”),
each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each,
a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
In order to induce the Company and the Underwriters to enter
into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the
undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned
hereby agrees with the Company as follows:
|
|
1.
|
If the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common
Stock beneficially owned by him or her, whether acquired before, in or after the IPO, in favor of such Business Combination.
|
|
|
2.
|
In the event that the Company does not complete a Business Combination within the time period set forth in the Company’s
second amended and restated certificate of incorporation, as the same may be further amended from time to time (the “Charter”),
the undersigned will, as promptly as possible, take all necessary actions to cause the Company to (i) cease all operations except
for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than 10 business days thereafter, redeem the
IPO Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the Trust Account not previously released to the Company to pay its tax obligations, if any (less up to $100,000
of such net interest to pay dissolution expenses), divided by the number of then outstanding IPO Shares, which redemption will
completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the cases of clauses (ii)
and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable
law. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust
Account and any remaining net assets of the Company as a result of such liquidation with respect to the Founder Shares owned by
the undersigned. However, if any of the undersigned have acquired IPO Shares in or after the IPO, they will be entitled to liquidating
distributions from the Trust Account with respect to such IPO Shares in the event that the Company does not complete a Business
Combination within the time period set forth in the Charter. The undersigned acknowledges and agrees that there will be no distribution
from the Trust Account with respect to any Warrants, all rights of which will terminate on the Company’s liquidation.
|
|
|
3.
|
The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with
a target business that is affiliated with the undersigned or any other Insiders of the Company or their affiliates, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm, which is a member of the Financial Industry Regulatory Authority, or an independent
accounting firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point
of view.
|
|
|
4.
|
None of the undersigned, any member of the family of any of the undersigned, or any affiliate of the undersigned will be entitled
to receive and will not accept any compensation or other cash payment from the Company prior to, or for services rendered in order
to effectuate, the completion of the Business Combination; provided that the Company shall be allowed to make the payments set
forth in the Registration Statement adjacent to the caption “Prospectus Summary—The Offering—Limited payments
to insiders.”
|
|
5.
|
(a)
|
The undersigned agrees that the Founder Shares may not be transferred, assigned or sold (except to certain permitted transferees
as described in the Registration Statement or herein) (the “Lockup”) until the earlier to occur of:
(1) one year after the completion of a Business Combination or (2) the date following the completion of the Company’s initial
Business Combination on which the Company completes a liquidation, merger, stock exchange or other similar transaction that results
in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other
property. Notwithstanding the foregoing, if the closing price of the Company’s Common Stock equals or exceeds $12.00 per
share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the
Founder Shares will be released from the Lockup.
|
|
|
(b)
|
Notwithstanding the provisions set forth in paragraphs 5(a) and 5(c), during the period commencing on the effective date of
the Underwriting Agreement and ending 180 days after such date, the undersigned will not, without the prior written consent of
the Representatives pursuant to the Underwriting Agreement, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge,
hedge or otherwise dispose of or agree to dispose of (or enter into any transaction that is designed to, or might reasonably be
expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement
or otherwise) by the undersigned or any affiliate of the undersigned or any person in privity with the undersigned or any affiliate
of the undersigned), directly or indirectly, including the filing (or participation in the filing) of a registration statement
with the Securities and Exchange Commission (the “SEC”) in respect of, or establish or increase a put
equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange
Act of 1934, as amended, (the “Exchange Act”) and the rules and regulations of the SEC promulgated thereunder
with respect to, any other Units, shares of Common Stock, Founder Shares or Warrants or any securities convertible into, or exercisable,
or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Common Stock, Founder Shares,
Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce
any intention to effect any transaction, including the filing of a registration statement, specified in clause (i) or (ii). The
provisions of this paragraph will not apply (i) to the transfer of Founder Shares to any independent director appointed or elected
to the Company’s board of directors before or after the IPO or (ii) if the release or waiver is effected solely to permit
a transfer not for consideration and, in each case the transferee has agreed in writing to be bound by the same terms described
in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.
|
|
|
(c)
|
The undersigned agrees that until the Company completes an initial Business Combination, the undersigned’s Private Placement
Warrants will be subject to the transfer restrictions described in the Private Placement Warrants Purchase Agreement relating to
the undersigned’s Private Placement Warrants.
|
|
|
(d)
|
Notwithstanding the provisions set forth in paragraphs 5(a) and (c), transfers, assignments and sales by the undersigned of
the Founder Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise of the Private Placement
Warrants or conversion of the Founder Shares are permitted (i) to the Company’s officers or directors, any affiliates or
family members of any of the Company’s officers or directors, to Bilcr FT, LP, a Delaware limited partnership, and Trasimene
Capital FT, LP, a Delaware limited partnership (the “Sponsors”), any members or partners of the Sponsors
or their affiliates, any affiliates of the Sponsors, or any employees of such affiliates; (ii) in the case of an individual, by
gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is
a member of one of the individual’s immediate family, an affiliate of such person or to a charitable organization; (iii)
in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (iv) in the case of an
individual, pursuant to a qualified domestic relations order; (v) by private sales or transfers made in connection with the completion
of the Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or shares
of Common Stock, as applicable, were originally purchased; (vi) by virtue of the Sponsors’ organizational documents upon
liquidation or dissolution of the Sponsors; (vii) to the Company for no value for cancellation in connection with the completion
of the Business Combination; (viii) in the event of the Company’s liquidation prior to the completion of a Business Combination;
or (ix) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of
the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property
subsequent to the completion of a Business Combination; provided, however, that in the case of clauses (i) through
(vi) these permitted transferees must enter into a written agreement agreeing to be bound by the restrictions herein. For the avoidance
of doubt, the transfers of Founder Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the exercise
of the Private Placement Warrants or conversion of the Founder Shares shall be permitted regardless of whether a filing under Section
16(a) of the Exchange Act shall be required or shall be voluntarily made with respect to such transfers.
|
|
|
(e)
|
The undersigned acknowledges and agrees that if, in order to complete any Business Combination, the holders of Founder Shares
or Private Placement Warrants are required to contribute back to the capital of the Company a portion of any such securities to
be cancelled by the Company or transfer any such securities to third parties, the undersigned will contribute back to the capital
of the Company or transfer to such third parties, at no cost, a proportionate number of Founder Shares or Private Placement Warrants,
as applicable, pro rata with the other holders of Founder Shares or Private Placement Warrants, as applicable.
|
|
6.
|
(a)
|
In order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby
agrees that until the earliest of the Company’s initial Business Combination or liquidation, the undersigned shall present
to the Company for its consideration, prior to presentation to any other entity, any target business that has a fair market value
of at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting discounts held in trust
and taxes payable on the interest earned on the trust account), subject to any existing or future fiduciary or contractual obligations
the undersigned might have.
|
|
|
(b)
|
The undersigned hereby agrees and acknowledges that (i) each of the Underwriters and the Company would be irreparably injured
in the event of a breach of the obligations under paragraph 6(a) above, (ii) monetary damages may not be an adequate remedy for
such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such
party may have in law or in equity, in the event of such breach.
|
|
|
7.
|
The undersigned agrees to be a director or officer of the Company, as applicable, until the earlier of the completion by the
Company of an initial Business Combination, the liquidation of the Company, or his or her removal, death or incapacity. In the
event of the removal or resignation of the undersigned as a director or officer (as applicable), the undersigned agrees that he
or she will not, prior to the completion of the Business Combination, without the prior express written consent of the Company,
(i) use for the benefit of the undersigned or to the detriment of the Company or (ii) disclose to any third party (unless required
by law or governmental authority), any information regarding a potential target of the Company that is not generally known by persons
outside of the Company, the Sponsors, or their respective affiliates. The undersigned’s biographical information previously
furnished to the Company and the Representatives is true and accurate in all material respects, does not omit any material information
with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item
401 of Regulation S-K, promulgated under the Securities Act of 1933, as amended. The undersigned’s FINRA Questionnaire previously
furnished to the Company and the Representatives is true and accurate in all material respects. The undersigned represents and
warrants that:
|
|
|
(a)
|
He or she is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or stipulation
to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;
|
|
|
(b)
|
He or she has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial
transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently
a defendant in any such criminal proceeding; and
|
|
|
(c)
|
he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or
had a securities or commodities license or registration denied, suspended or revoked.
|
|
|
8.
|
The undersigned has full right and power, without violating any agreement by which he or she is bound, to enter into this Letter
Agreement and to serve as a director or officer of the Company, as applicable.
|
|
|
9.
|
The undersigned hereby waives his or her right to exercise redemption rights with respect to any of the Company’s shares
of Common Stock owned or to be owned by the undersigned, directly or indirectly, whether such shares be part of the Founder Shares
or IPO Shares, and agrees that he or she will not seek redemption with respect to such shares (or sell such shares to the Company
in any tender offer) in connection with any stockholder vote to approve (x) a Business Combination or (y) an amendment to the Charter
that would affect the substance or timing of the Company’s obligation to allow redemption in connection with the Business
Combination or to redeem 100% of the shares of Common Stock if the Company has not completed a Business Combination within 24 months
from the closing of the IPO.
|
|
|
10.
|
The undersigned hereby agrees to not propose, or vote in favor of, an amendment to Paragraph 26(d) of the Charter prior to
the completion of a Business Combination unless the Company provides public stockholders with the opportunity to redeem their shares
of Common Stock upon such approval in accordance with such Paragraph 26(d) thereof.
|
|
|
11.
|
This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York,
without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this
Letter Agreement shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern
District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive and (ii) waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum.
|
|
|
12.
|
As used herein, (i) a “Business Combination” shall mean a merger, stock exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities;
(ii) “Insiders” shall mean all officers, directors and sponsors of the Company immediately prior to the
IPO; (iii) “Founder Shares” shall mean all of the Class B Common Stock of the Company, par value $0.0001
per share, acquired by an Insider prior to the IPO; (iv) “IPO Shares” shall mean the shares of Common
Stock issued in the Company’s IPO; (v) “Private Placement Warrants” shall mean the warrants that
are being sold privately by the Company simultaneously with the consummation of the IPO; (vi) “Trust Account”
shall mean the trust account into which the net proceeds of the Company’s IPO and a portion of the proceeds from the sale
of the Private Placement Warrants will be deposited; and (vii) “Registration Statement” means the Company’s
registration statement on Form S-1 (SEC File No. 333-238135) filed with the SEC, as amended.
|
|
|
13.
|
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by all parties hereto.
|
|
|
14.
|
The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render any Underwriter
a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with
respect to the subject matter hereof.
|
|
|
15.
|
This Letter Agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives
and assigns. This Letter Agreement shall terminate on the earlier of (i) the completion of a Business Combination and (ii) the
liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability for any breach of
this agreement prior to its termination. The parties hereto may not assign either this Letter Agreement or any of their rights,
interests, or obligations hereunder without the prior written consent of the other party. Any purported assignment in violation
of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported
assignee.
|
|
|
Sincerely,
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
Name of Insider:
|
|
|
Acknowledged and Agreed:
|
|
|
|
|
|
FOLEY TRASIMENE ACQUISITION CORP.
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
|
Title:
|
|
Exhibit 10.10
FORWARD PURCHASE AGREEMENT
This Forward Purchase
Agreement (this “Agreement”) is entered into as of May 8, 2020, by and between Foley Trasimene Acquisition Corp.,
a Delaware corporation (the “Company”) and Cannae Holdings, Inc., a Delaware corporation (the “Purchaser”).
WHEREAS, the Company
was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses (a “Business Combination”);
WHEREAS, the Company
has confidentially submitted to the U.S. Securities and Exchange Commission (the “SEC”) a draft registration
statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”)
of units (the “Public Units”) at a price of $10.00 per Public Unit, each comprised of one share of Class A common
stock of the Company, par value $0.0001 per share (the “Class A Share(s)”), and one-third of one redeemable
warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share
(the “Warrant(s)”). Only whole Warrants are exercisable. A holder of Warrants will not be able to exercise any
fraction of a Warrant. The Company shall not issue fractional Warrants other than as part of the Public Units. If, upon the detachment
of the Warrants from the Public Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the
Company shall round down to the nearest whole number the number of Warrants to be issued to such holder;
WHEREAS, following
the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;
WHEREAS, the parties
wish to enter into this Agreement, pursuant to which immediately prior to the closing of the Company’s initial Business Combination
(the “Business Combination Closing”), the Company shall issue and sell, and the Purchaser shall purchase, on
a private placement basis, 15,000,000 Class A Shares (the “Forward Purchase Shares”) and 5,000,000 Warrants
(the “Forward Purchase Warrants” and together with the Forward Purchase Shares, the “Forward Purchase
Securities”) on the terms and conditions set forth herein;
WHEREAS, the
Company has entered into or intends to concurrently with entering into this Agreement enter into an agreement in the form of
this Agreement (the “THL FTAC Forward Purchase Agreement”) with THL FTAC LLC (“THL
FTAC”, and together with the Purchaser, the “Forward Contract Parties”) for the purchase by THL
FTAC of 15,000,000 Class A Shares and 5,000,000 Warrants immediately prior to the Business Combination Closing (all Class A
Shares to be purchased by the Forward Contract Parties pursuant to such agreements, collectively, the “Total Forward
Purchase Shares”, and all Warrants to be purchased by the Forward Contract Parties, the “Total Forward
Purchase Warrants”, and together with the Total Forward Purchase Shares, the “Total Forward Purchase
Securities”);
NOW, THEREFORE, in
consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. Sale and Purchase.
(a)
Forward Purchase Securities.
(i)
The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Forward Purchase
Shares and the Forward Purchase Warrants for an aggregate purchase price of $150,000,000 (the “FPS Purchase Price”).
(ii)
Each Forward Purchase Warrant will have the same terms as each Warrant sold as part of the Public Units in the IPO (“Public
Warrants”), and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the Company
and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant Agreement”).
Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject
to adjustment as described in the Warrant Agreement, and only whole Forward Purchase Warrants will be exercisable. The Forward
Purchase Warrants will become exercisable on the later of 30 days after the Business Combination Closing and 12 months from the
closing of the IPO, and will expire five years after the Business Combination Closing or earlier upon redemption or the liquidation
of the Company, as described in the Warrant Agreement.
(iii)
The Company shall require the Purchaser to purchase the Forward Purchase Securities by delivering notice to the Purchaser,
at least ten (10) Business Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying
the anticipated date of the Business Combination Closing and instructions for wiring the FPS Purchase Price to an account of a
third-party escrow agent (the “Escrow Account”) which shall be the Company’s transfer agent (the “Escrow
Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”).
At least two (2) Business Days before the anticipated date of the Business Combination Closing specified in such notice, the Purchaser
shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such notice, to be held in escrow pending
the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser
delivers the FPS Purchase Price to the Escrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically
return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall
not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the purposes of this Agreement,
“Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on
which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.
(iv)
The closing of the sale of the Forward Purchase Securities (the “FPS Closing”) shall be held on the same
date and immediately prior to the Business Combination Closing (such date being referred to as the “Closing Date”).
At the FPS Closing, the Company will issue to the Purchaser the Forward Purchase Securities, each registered in the name of the
Purchaser, against (and concurrently with) release of the FPS Purchase Price by the Escrow Agent to the Company.
(b)
Delivery of Forward Purchase Securities.
(i)
The Company shall register the Purchaser as the owner of the Forward Purchase Securities purchased by the Purchaser hereunder
(individually or collectively, the “Securities”) with the Company’s transfer agent by book entry on or
promptly after (but in no event more than two (2) Business Days after) the date of the FPS Closing.
(ii)
Each register and book entry for the Securities shall contain a notation, and each certificate (if any) evidencing the Securities
shall be stamped or otherwise imprinted with a legend, in substantially the following form:
“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”
(c)
Legend Removal. If the Securities are eligible to be sold without restriction under, and without the Company being
in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), then at the Purchaser’s request, the Company will cause the Company’s transfer agent to remove the
legend set forth in Section 1(b)(ii). In connection therewith, if required by the Company’s transfer agent, the Company
will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations,
certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Securities
without any such legend; provided, however, that the Company will not be required to deliver any such opinion, authorization
or certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Securities
in violation of applicable law.
(d)
Registration Rights. The Purchaser shall have registration rights with respect to the Forward Purchase Securities
as set forth on Exhibit A (the “Registration Rights”).
2.
Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows,
as of the date hereof:
(a)
Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of
the jurisdiction of incorporation or organization and has all requisite power and authority to carry on its business as presently
conducted and as proposed to be conducted.
(b)
Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed
and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable in accordance
with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification
provisions contained in the Registration Rights may be limited by applicable federal or state securities laws.
(c)
Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser
in connection with the consummation of the transactions contemplated by this Agreement.
(d)
Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and
the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default
(i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a
party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv)
under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of
federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have
a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.
(e)
Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s
representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that
the Forward Purchase Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account,
not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no
present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing
this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement
or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to
any of the Forward Purchase Securities. For purposes of this Agreement, “Person” means an individual, a limited
liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or
any government or any department or agency thereof.
(f)
Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management,
financial affairs and the terms and conditions of the offering of the Forward Purchase Securities, as well as the terms of the
Company’s proposed IPO, with the Company’s management.
(g)
Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Securities to the
Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the
accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Securities
are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws,
the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC and qualified by state
authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that
the Company has no obligation to register or qualify the Forward Purchase Securities, or any Class A Shares into which the Forward
Purchase Securities may be converted into or exercised for, for resale, except for the Registration Rights. The Purchaser further
acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements
including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Securities, and on requirements
relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may
not be able to satisfy. The Purchaser acknowledges that the Company confidentially submitted the Registration Statement for its
proposed IPO to the SEC for review. The Purchaser understands that the offering of the Forward Purchase Securities is not, and
is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the
Securities Act with respect to such Forward Purchase Securities.
(h)
No Public Market. The Purchaser understands that no public market now exists for the Securities, and that the Company
has made no assurances that a public market will ever exist for the Securities.
(i)
High Degree of Risk. The Purchaser understands that its agreement to purchase the Securities involves a high degree
of risk which could cause the Purchaser to lose all or part of its investment.
(j)
Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation
D promulgated under the Securities Act.
(k)
No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders
or partners has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general
solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Securities.
(l)
Non-Public Information. The Purchaser acknowledges its obligations under applicable securities laws with respect
to the treatment of material non-public information relating to the Company.
(m)
Adequacy of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.
(n) Affiliation of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with Credit Suisse
Securities (USA) LLC, BofA Securities, Inc. or, to its actual knowledge, any other member of the Financial Industry Regulatory
Authority (“FINRA”) that is participating in the IPO.
(o)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained
in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting
on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes
or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering,
and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties
expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto,
the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been
made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company
Parties”).
3.
Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as
follows:
(a)
Incorporation and Corporate Power. The Company is duly incorporated and validly existing and in good standing as
a corporation under the laws of the state of Delaware and has all requisite corporate power and authority to carry on its business
as presently conducted and as proposed to be conducted. The Company has no subsidiaries.
(b)
Capitalization. The authorized capital stock of the Company consists, as of the date hereof, of:
(i)
400,000,000 Class A Shares, par value $0.0001 per share, none of which are issued and outstanding.
(ii)
40,000,000 shares of Class B common stock of the Company, par value $0.0001 per share (“Class B Shares”),
21,562,500 of which are issued and outstanding (up to 2,812,500 shares of which are subject to forfeiture to the extent the underwriters’
over-allotment option in connection with the IPO is not exercised in full) and held by Bilcar FT, LP, a Delaware limited partnership,
and Trasimene Capital FT, LP, a Delaware limited partnership (together, the “Sponsors”). All of the issued and
outstanding Class B Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable
federal and state securities laws.
(iii)
1,000,000 preferred shares, par value $0.0001 per share, none of which are issued and outstanding.
(c)
Authorization. All corporate action required to be taken by the Company’s Board of Directors and stockholders
in order to authorize the Company to enter into this Agreement, and to issue the Forward Purchase Securities at the FPS Closing,
and the securities issuable upon conversion or exercise of the Forward Purchase Securities, has been taken or will be taken prior
to the FPS Closing, as applicable. All action on the part of the stockholders, directors and officers of the Company necessary
for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be
performed as of the FPS Closing, and the issuance and delivery of the Forward Purchase Securities and the securities issuable upon
conversion or exercise of the Forward Purchase Securities has been taken or will be taken prior to the FPS Closing. This Agreement,
when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable
federal or state securities laws.
(d)
Valid Issuance of Securities.
(i)
The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration
set forth in this Agreement, and the Company’s amended and restated certificate of incorporation (the “Charter”)
and amended and restated bylaws (the “Bylaws”), and the securities issuable upon conversion of exercise of the
Forward Purchase Securities, when issued in accordance with the terms of the Forward Purchase Securities and this Agreement, will
be validly issued, fully paid and nonassessable and free of all preemptive or similar rights, taxes, liens, encumbrances and charges
with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement,
applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy
of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the
Forward Purchase Securities and the securities issuable upon conversion of the Forward Purchase Securities will be issued in compliance
with all applicable federal and state securities laws.
(ii)
No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below),
except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered
Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the
Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).
(e)
Governmental Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser
in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation
of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable
state securities laws.
(f) Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s
Charter, Bylaws or its other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party
or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under
any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal
or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material
adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.
(g)
Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not
conduct, any operations other than organizational activities and activities in connection with offerings of the Securities and
securities in the IPO.
(h)
Foreign Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting
on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation
of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.
(i)
Compliance with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times
in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money
laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the
rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money
Laundering Laws is pending or, to the knowledge of the Company, threatened.
(j)
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against
or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise,
in their capacities as such.
(k)
No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders
has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published
any advertisement in connection with the offer and sale of the Securities.
(l)
Issuance Totals. Prior to or concurrently with the execution and delivery of this Agreement the Company has or is
entering into the THL FTAC Forward Purchase Agreement.
(m)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained
in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes
or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering,
the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except
for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any
certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other
representations or warranties that may have been made by the Purchaser Parties.
4.
Right of First Offer. Subject to the terms and conditions of this Section 4, if, in connection with or prior
to the Business Combination Closing, the Company proposes to raise additional capital by issuing any equity securities, or securities
convertible into, exchangeable or exercisable for equity securities, other than the Public Units (and their component Class A Shares
(the “Public Shares”) and Public Warrants) and Excluded Securities (as defined below) (“New Equity
Securities”), the Company shall first make an offer of the New Equity Securities to the Purchaser in accordance with
the following provisions of this Section 4:
(a) Offer
Notice.
(i) The Company
shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Party
stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material
terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities and the applicable
pro rata share of such New Equity Securities offered pursuant to such Offering Notice.
(ii) The Offering
Notice shall constitute the Company’s offer to sell the New Equity Securities to the Purchaser and the other Forward Contract
Party, which offer shall be irrevocable for a period of ten (10) Business Days (the “ROFO Notice Period”).
(b) Exercise
of Right of First Offer.
(i) Upon receipt
of the Offering Notice, the Purchaser shall have until the end of the ROFO Notice Period to offer to purchase all (but not less
than all) of its pro rata share of the New Equity Securities, based on the number of Forward Purchase Securities the Purchaser
has agreed to purchase in the amount set forth in this Agreement out of the Total Forward Purchase Shares, by delivering a written
notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities
on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable
by the Purchaser.
(ii) If the
Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period, the Purchaser shall be deemed to have waived all
of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section
4, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of
such New Equity Securities to any third party (including the other Forward Contract Party) without any further obligation to the
Purchaser pursuant to this Section 4 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate
such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in the Offering
Notice. If the Company does not sell or enter into an agreement to sell the Purchaser’s pro rata portion of the New
Equity Securities within such ninety (90) day period, the rights provided hereunder shall be deemed to be revived and the New Equity
Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 4.
(c) Excluded
Securities. For purposes hereof, the term “Excluded Securities” means Class B Shares (and Class A Shares
for which such Class B Shares are convertible) issued to the Sponsors prior to the IPO, private placement warrants issued by the
Company to the Sponsors or an affiliate thereof in connection with the IPO and which have the same exercise price as the Warrants
(the “Private Placement Warrants”), warrants issued upon the conversion of working capital loans to the Company
to be made by the Sponsors or an affiliate thereof to finance transaction costs in connection with an intended initial Business
Combination (up to $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination
entity having the same terms as the Private Placement Warrants at a price of $1.50 per warrant (the “Working Capital Loans”)),
any securities issued by the Company as consideration to any seller in the Business Combination, any Warrants or Class A Shares,
Class B Shares (and Class A Shares for which such Class B Shares are convertible or Class A Shares issuable upon exercise of such
Warrants) issued pursuant to forward purchase contracts entered into prior to the IPO Closing with the Forward Contract Parties.
(d) Additional
Private Placements. Notwithstanding anything to the contrary contained herein, prior to the IPO, the Company will not issue
or agree to issue any securities (other than Forward Purchase Securities in the amounts set forth in this Agreement, Private Placement
Warrants and the securities to be issued in the IPO) without the Purchaser’s prior written consent.
5.
Additional Agreements, Acknowledgements and Waivers of the Purchaser.
(a)
Trust Account.
(i)
The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust
Account”) for the benefit of its public stockholders upon the closing of the IPO. The Purchaser, for itself and its affiliates,
hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any
other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any,
the Purchaser may have in respect of any Class A Shares held by it.
(ii)
The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect
of any Class A Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser
shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any
monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class
A Shares held by it.
(b)
No Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant
to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination
Closing. For purposes of this Section 5, “Short Sales” shall include, without limitation, all “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and all types of direct and indirect stock pledges (other than pledges in the ordinary course
of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements
(including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.
(c) Voting. The Purchaser hereby agrees that if the Company seeks stockholder approval of a proposed Business Combination,
then in connection with such proposed Business Combination, the Purchaser shall vote any Class A Shares owned by it in favor of
any proposed Business Combination. If the Purchaser fails to vote any Class A Shares it is required to vote hereunder in favor
of a Proposed Business Combination, the Purchaser hereby grants hereunder to the Company and any representative designated by the
Company without further action by the Purchaser a limited irrevocable power of attorney to effect such vote on behalf of the Purchaser,
which power of attorney shall be deemed to be coupled with an interest.
(d)
NYSE Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class
A Shares on the New York Stock Exchange (or another national securities exchange).
6.
FPS Closing Conditions.
(a)
The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall
be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent
permitted by applicable laws, may be waived by the Purchaser:
(i)
The Business Combination shall be consummated substantially concurrent with, and immediately following, the purchase of
Forward Purchase Securities;
(ii)
The Company shall have delivered to such Purchaser a certificate evidencing the Company’s good standing as a Delaware
corporation, as of a date within ten (10) Business Days of the FPS Closing;
(iii)
The representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and
correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though
such representations and warranties had been made on and as of such date (other than any such representation or warranty that is
made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure
to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions
contemplated by this Agreement;
(iv)
The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the FPS Closing; and
(v)
No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.
(vi) THL
FTAC shall have performed, satisfied and complied in all respects with its obligations under the THL FTAC Forward Purchase
Agreement and shall have funded concurrent the purchase of 15,000,000 Class A Shares and 5,000,000 Warrants concurrently with
the purchase of the Forward Purchase Securities pursuant to this Agreement.
(b)
The obligation of the Company to sell the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject
to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by
applicable laws, may be waived by the Company:
(i)
The Business Combination shall be consummated substantially concurrent with, and immediately following, the purchase of
Forward Purchase Securities;
(ii)
The representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true
and correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though
such representations and warranties had been made on and as of such date (other than any such representation or warranty that is
made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure
to be so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate the transactions
contemplated by this Agreement;
(iii)
The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the FPS Closing; and
(iv)
No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.
7.
Termination. This Agreement may be terminated at any time prior to the FPS Closing:
(a)
by mutual written consent of the Company and the Purchaser; or
(b)
automatically
(i)
if the IPO is not consummated on or prior to twenty-four months from the date of this Agreement; or
(ii)
if the Business Combination is not consummated within 24 months from the closing of the IPO, or such later date as may be
approved by the Company’s shareholders.
(iii)
upon the death of William P. Foley, II;
(iv)
if William P. Foley, II, the Sponsors or the Company becomes subject to any voluntary or involuntary petition under the
United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after
being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of William P. Foley,
II, the Sponsors or the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment;
or
(v)
if William P. Foley, II is convicted in a criminal proceeding for a crime involving fraud or dishonesty.
In the event of any
termination of this Agreement pursuant to this Section 8, the FPS Purchase Price (and interest thereon, if any), if previously
paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this
Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company
and their respective directors, officers, employees, partners, managers, members, or stockholders and all rights and obligations
of each party shall cease; provided, however, that nothing contained in this Section 8 shall relieve either
party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties,
covenants or agreements contained in this Agreement.
8. General Provisions.
(a)
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall
be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when
sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal
business hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized
overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications
sent to the Company shall be sent to:
Foley Trasimene Acquisition Corp.
1701 Village Center Circle
Las Vegas, NV 89134
Attn: Michael L. Gravelle, General Counsel and Corporate Secretary
email: MGravelle@fnf.com
with a copy to the Company’s counsel at:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attn: Alexander D. Lynch, Esq.
email: Alex.Lynch@weil.com
fax: (212) 310-8007
All communications to the Purchaser shall
be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number
(if any) or address as subsequently modified by written notice given in accordance with this Section 9(a).
(b)
No Finder’s Fees. Other than fees payable to Credit Suisse Securities (USA) LLC or BofA Securities, Inc., which
shall be the responsibility of the Company, each party represents that it neither is nor will be obligated for any finder’s
fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from
any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction
(and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers,
employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability
for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and
the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers,
employees or representatives is responsible.
(c) Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive
the FPS Closing.
(d)
Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant
hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject
matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
(e)
Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement
are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing
in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
(f)
Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written approval of the other parties except that the
Purchaser may assign its rights, interests, or obligations hereunder to any of its affiliates.
(g)
Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original
but all of which together will constitute one and the same instrument.
(h)
Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect
in any way the meaning or interpretation of this Agreement.
(i)
Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties
(whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted
pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.
(j)
Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts
of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of
any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or
other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court
for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise,
in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not
be enforced in or by such court.
(k)
Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation
pursuant to this Agreement and the transactions contemplated hereby.
(l)
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the
prior written consent of the Company and the Purchaser, except for an amendment, modification or waiver that (i) modifies the amount
or price of the Forward Purchase Securities to be sold hereunder, or (ii) inserts or modifies any material economic or non-economic
provision of this Agreement applicable to the Purchaser, which shall in each case also require the written consent of the Purchaser.
(m)
Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of
any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision
of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator,
or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator,
or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such
that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable
and will be enforced.
(n) Expenses.
The Company will bear its own and the Purchaser’s costs and expenses incurred in connection with the preparation,
execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including all fees
and expenses of agents, representatives, financial advisors, legal counsel and accountants; provided, however, that the Company shall not be required to pay any costs or expenses of the Purchaser unless
and until the Business Combination is consummated. The Company shall be responsible
for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the
issuance of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase
Securities.
(o)
Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If
an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any
provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as
amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form
will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words
of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties
hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which
such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first
representation, warranty, or covenant.
(p)
Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty
or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.
(q)
Confidentiality. Except as may be required by law, regulation or applicable stock exchange listing requirements,
unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed
by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.
(r)
Specific Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement
was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance
of the terms hereof, in addition to any other remedy at law or equity.
(s)
Most Favored Nations. The Company hereby represents and warrants that as of the date hereof, and covenants and agrees
that after the date hereof, none of the agreements with any other Person for the purchase of Class A Shares or Warrants includes
or will include terms, rights or other benefits that are more favorable, in any material respect, to such other Person than the
terms, rights and benefits in favor of the Purchaser under this Agreement, and the Company will not amend any of the terms, rights
or benefits in, or waive any material obligation under, any of the agreements with such other Person unless, in any such case,
the Purchaser has been offered in writing the opportunity to concurrently receive the benefits of all such terms, rights and benefits
or waiver. The Purchaser shall notify the Company in writing, within ten (10) days after the date it has been offered the opportunity
to receive the benefit of such terms, rights, benefits or waiver, of its election to receive any such term, right, benefit or waiver
so offered.
[Signature Page Follows]
IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.
|
|
PURCHASER:
|
|
|
|
|
|
CANNAE HOLDINGS, INC.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Michael L. Gravelle
|
|
|
|
Name: Michael L. Gravelle
|
|
|
|
Title: General Counsel and Corporate Secretary
|
|
|
|
|
|
|
COMPANY:
|
|
|
|
|
|
|
FOLEY TRASIMENE ACQUISITION CORP.
|
|
|
|
|
|
|
By:
|
/s/ Michael L. Gravelle
|
|
|
|
Name: Michael L. Gravelle
|
|
|
|
Title: General Counsel and Corporate Secretary
|
Exhibit A
Registration Rights
1.
Within thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to
file a registration statement on Form S-1, to the extent the Company is required to use such form, for a secondary offering (including
any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of
(x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class
A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination
Closing and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses
(x) and (y) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger,
consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the
Securities Act; provided that if Form S-3 is available for such a registration, the Company shall register the resale of
the Registrable Securities on Form S-3 as soon as such form is available and such Form S-3 shall also be deemed to be a Resale
Shelf, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain
the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the
date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all
of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation
(including without volume or manner of sale restrictions) under Rule 144 under the Securities Act.
2.
In the event the Company is prohibited by applicable rule, regulation or interpretation by the staff (“Staff”)
of the Securities and Exchange Commission (“SEC”) from registering all of the Registrable Securities on the
Resale Shelf or the Staff requires that the Purchaser be specifically identified as an “underwriter” in order to permit
such registration statement to become effective, and such Purchaser does not consent in writing to being so named as an underwriter
in such registration statement, the number of Registrable Securities to be registered on the Resale Shelf will be reduced on a
pro rata basis among all the holders of Registrable Securities to be so included, unless otherwise required by the Staff, so that
the number of Registrable Securities to be registered is permitted by Staff and such Purchaser is not required to be named as an
“underwriter”; provided, that any Registrable Securities not registered due to this paragraph 2 shall thereafter
as soon as allowed by the SEC guidance be registered to the extent the prohibition no longer is applicable.
3.
If at any time the Company proposes to file a registration statement (a “Registration Statement”)
on its own behalf, or on behalf of any other Persons who have registration rights (“Other Holders”), relating
to an underwritten offering of shares of common stock (a “Company Offering”), then the Company will provide
the Purchaser and the other Forward Contract Party (collectively, the “Piggyback Holders”) with notice in writing
(an “Offer Notice”) at least five (5) Business Days prior to such filing, which Offer Notice will offer to include
in the Registration Statement Purchaser’s Registrable Securities and a minimum of 2,000,000 of the securities of the other
Forward Contract Party which is a Piggyback Holder that constitute “Registrable Securities” (as defined under such
parties’ forward purchase agreement (collectively “Piggyback Securities”). Within five (5) Business Days
(or, in the case of an Offer Notice delivered to the Purchaser or the other Forward Contract Party in connection with an Underwritten
Shelf Takedown (as described below), within three (3) Business Days) after receiving the Offer Notice, the Purchaser may make a
written request (a “Piggyback Request”) to the Company to include some or all of the Piggyback Holder’s
Registrable Securities in the Registration Statement. If the underwriter(s) for any Company Offering advise the Company that marketing
factors require a limitation on the number of securities that may be included in the Company Offering, the number of securities
to be so included shall be allocated as follows: (i) first, to the Company and the Other Holders, if any; and (ii) second, to the
Piggyback Holders based on the pro rata percentage of Piggyback Securities held by the Piggyback Holders and requested to be included
in the Company Offering. Notwithstanding anything to the contrary in this paragraph 3, the Company hereby agrees that it will not
provide an Offer Notice to any other Forward Contract Party unless such other Forward Contract Party agrees in writing to treat
the contents of such Offer Notice as material non-public information.
4. At
any time during which the Company has an effective Resale Shelf with respect to the Purchaser’s Registrable Securities,
the Purchaser may make a written request (which request shall specify the intended method of disposition thereof) (a
“Shelf Takedown Request”) to the Company to effect a sale, of all or a portion of the Purchaser’s
Registrable Securities that are covered by the Resale Shelf, and the Company shall use commercially reasonable efforts to
file a prospectus supplement (a “Shelf Takedown Prospectus Supplement”) for such purpose as soon as
reasonably practicable following receipt of a Shelf Takedown Request. The Purchaser may request that any such sale be
conducted as an underwritten public offering (an “Underwritten Shelf Takedown”). Purchaser acknowledges
that, pursuant to the terms and conditions of the forward purchase agreement among the Company and the other Forward Contract
Party (such agreements, as they relate to the rights of the other Forward Contract Party set forth in paragraphs 3, 4 and 5
of this Exhibit A, not to be amended without the Purchaser’s prior written consent), in the event the other Forward
Contract Party proposes to sell at least 2,000,000 Registrable Securities in the Underwritten Shelf Takedown (the
“Requesting Holder”), then the Requesting Holder shall have the right, pursuant to a timely Piggyback
Request, to include securities that are covered by the Resale Shelf (“Requesting Holder Securities”) in
the prospectus supplement relating to any Underwritten Shelf Takedown and Purchaser agrees to cooperate with the Company and
such other Forward Contract Party in furtherance thereof. In the event the other Forward Contract Party makes a Shelf Takedown Request, then the Purchaser shall have the right, pursuant
to a timely Piggyback Request, to include Requesting Holder Securities in the prospectus supplement relating to any Underwritten
Shelf Takedown. If the underwriter(s) for any Underwritten Shelf Takedown advise
the Company that marketing factors require a limitation on the number of securities that may be included in the Underwritten
Shelf Takedown, the number of securities to be so included shall be allocated as follows: (i) first, to the Purchaser; and
(ii) second, to the Requesting Holder based on the pro rata percentage of Requesting Holder Securities held by the
Requesting Holders and requested to be included in the Underwritten Offering. It is understood that any other Forward
Purchase Party electing to include securities on an Underwritten Shelf Takedown proposed by Purchaser shall not have the
ability to withdraw such securities from such offering without the consent of the Purchaser, it being understood that the
terms of the offering may not be known at the time of such offering and that Purchaser shall have the sole discretion to
approve such terms (and the other Forward Purchase Party shall not have the right to make any determinations other than
whether they wish to include their Requesting Holder Securities in the prospectus supplement). In this regard, by electing to
include securities in such offering, such other Forward Purchase Party agrees to cooperate with the Company and the Purchaser
in furtherance of such offering, including entering into such customary agreements and take all such actions (including
supplying all reasonably requested information) within 48 hours of a reasonable request by the Company, underwriters or
Purchaser.
5.
The determination of whether any offering of Registrable Securities pursuant to the Resale Shelf or a Shelf Takedown
Prospectus Supplement will be an underwritten offering shall be made in the sole discretion of the Purchaser, after consultation
with the Company, and the Purchaser shall have the right, after consultation with the Company, to determine the plan of distribution,
including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees (and
the Requesting Holders shall not have the right to make any determinations other than whether they wish to include their Requesting
Holder Securities in the prospectus supplement). The Purchaser shall select the investment banker or bankers and managers to administer
the offering, including the lead managing underwriter (provided that such investment banker or bankers and managers shall be reasonably
satisfactory to the Company).
6.
In connection with any underwritten offering, the Company shall enter into such customary agreements and take all such
other actions in connection therewith (including those requested by the Purchaser) in order to facilitate the disposition of such
Registrable Securities as are reasonably necessary or required, and in such connection enter into a customary underwriting agreement
that provides for customary opinions, comfort letters and officer’s certificates and other customary deliverables and make
management and its own accountants available for any due diligence sessions and make management reasonably available for a road
show.
7.
The Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare,
file and maintain the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration
Expenses. For purposes of this paragraph 7, “Registration Expenses” shall mean the out-of-pocket expenses of
a Company Offering or Underwritten Shelf Takedown, including, without limitation, the following: (i) all registration and filing
fees (including fees with respect to filings required to be made with FINRA) and any securities exchange on which the Registrable
Securities are then listed; (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities); (iii)
printing, messenger, telephone and delivery expenses; (iv) reasonable fees and disbursements of counsel for the Company; (v) reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with
such Underwritten Shelf Takedown; and (vi) reasonable fees and expenses of one legal counsel selected by the holders of a majority
of the Registrable Securities, who will represent all the selling shareholders.
8.
The Company may suspend the use of a prospectus included in the Resale Shelf by furnishing to the Purchaser a written
notice (“Suspension Notice”) stating that in the good faith judgment of the Company, it would be either (i)
prohibited by the Company’s insider trading policy (as if the Purchaser were covered by such policy) or (ii) materially detrimental
to the Company and its stockholders for such prospectus to be used at such time. The Company’s right to suspend the use of
such prospectus under clause (ii) of the preceding sentence may be exercised for a period of not more than sixty (60) days after
the date of such notice to the Purchaser; provided such period may be extended for an additional thirty (30) days with the
consent of a majority-in-interest of the holders of Registrable Securities covered by the Resale Shelf, which consent shall not
be unreasonably withheld; provided further, that such right to suspend the use of a prospectus shall be exercised by the
Company not more than once in any twelve (12) month period. A holder of Registrable Securities shall not effect any sales of Registrable
Securities pursuant to the Resale Shelf at any time after it has received a Suspension Notice from the Company and prior to receipt
of an End of Suspension Notice (as defined below). The holders may recommence effecting sales of the Registrable Securities pursuant
to the Resale Shelf following further written notice to such effect (an “End of Suspension Notice”) from the
Company to the holders. The Company shall act in good faith to permit any suspension period contemplated by this paragraph to be
concluded as promptly as reasonably practicable.
9.
The Purchaser agrees that, except as required by applicable law, the Purchaser shall treat as confidential the receipt
of any Suspension Notice (provided that in no event shall such notice contain any material nonpublic information of the
Company) hereunder and shall not disclose or use the information contained in such Suspension Notice without the prior written
consent of the Company until such time as the information contained therein is or becomes public, other than as a result of disclosure
by a holder of Registrable Securities in breach of the terms of this Agreement.
10.
The Company shall indemnify and hold harmless the Purchaser, its directors and officers, partners, members, managers,
employees, agents, and representatives of such Purchaser and each person, if any, who controls the Purchaser within the meaning
of the Securities Act and the Exchange Act and any agent thereof (collectively, “Indemnified Persons”), to the
fullest extent permitted by applicable law, from and against any losses, claims, damages, liabilities, joint or several, costs
(including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest,
settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or
otherwise, under the Securities Act or otherwise (collectively, “Losses”), promptly as incurred, arising out
of, based upon or resulting from any untrue statement or alleged untrue statement of any material fact contained in the Resale
Shelf (or any amendment or supplement thereto), the related prospectus, or any amendment or supplement thereto, or arise out of,
are based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided,
however, that the Company shall not be liable in any such case or to any Indemnified Person to the extent that any such
Loss arises out of, is based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission
or so made in reliance upon or in conformity with information furnished by or on behalf of such Indemnified Person in writing specifically
for use in the preparation of the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Person, and shall
survive the transfer of such securities by the Purchaser.
11.
The Company’s obligation under paragraph (1) of this Exhibit A is subject to the Purchaser’s furnishing
to the Company in writing such information as the Company reasonably requests for use in connection with the Resale Shelf, the
related prospectus, or any amendment or supplement thereto. The Purchaser shall indemnify the Company, its officers, directors,
managers, employees, agents and representatives, and each person who controls the Company (within the meaning of the Securities
Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement
of material fact contained in the Resale Shelf, the related prospectus, or any amendment or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser
expressly for inclusion in such document; provided that the obligation to indemnify shall be individual, not joint and several,
for each Purchaser and shall be limited to the net amount of proceeds received by such Purchaser from the sale of Registrable Securities
pursuant to the Resale Shelf.
12.
The Company shall cooperate with the Purchaser, to the extent the Registrable Securities become freely tradable, to
facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to a Resale Shelf and enable such certificates to be in such denominations or amounts, as the
case may be, as the Purchaser may reasonably request and registered in such names as the Purchaser may request.
13.
If requested by the Purchaser, the Company shall as soon as practicable, subject to any Suspension Notice, (i) incorporate
in a prospectus supplement or post-effective amendment such information as the Purchaser reasonably requests to be included therein
relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the
number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective
amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any Registration Statement if reasonably requested by the Purchaser holding any Registrable
Securities.
14.
As long as the Purchaser shall own Registrable Securities, the Company, at all times while it shall be reporting under
the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act,
and to promptly furnish the Purchaser with true and complete copies of all such filings, unless filed through the SEC’s EDGAR
system. The Company further covenants that it shall take such further action as the Purchaser may reasonably request, all to the
extent required from time to time, to enable the Purchaser to sell the Class A Shares and Warrants held by the Purchaser without
registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities
Act, including providing any legal opinions. Upon the request of the Purchaser, the Company shall deliver to the Purchaser a written
certification of a duly authorized officer as to whether it has complied with such requirements.
15.
The rights, duties and obligations of the Purchaser under this Exhibit A may be assigned or delegated by the Purchaser
in conjunction with and to the extent of any permitted transfer or assignment of Registrable Securities by the Purchaser to any
permitted transferee or assignee.
Exhibit 10.11
FORWARD PURCHASE AGREEMENT
This Forward Purchase
Agreement (this “Agreement”) is entered into as of May 8, 2020, by and between Foley Trasimene Acquisition Corp.,
a Delaware corporation (the “Company”) and THL FTAC LLC, a Delaware limited liability company (the “Purchaser”).
WHEREAS, the Company
was incorporated for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses (a “Business Combination”);
WHEREAS, the Company
has confidentially submitted to the U.S. Securities and Exchange Commission (the “SEC”) a draft registration
statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”)
of units (the “Public Units”) at a price of $10.00 per Public Unit, each comprised of one share of Class A common
stock of the Company, par value $0.0001 per share (the “Class A Share(s)”), and one-third of one redeemable
warrant, where each whole redeemable warrant is exercisable to purchase one Class A Share at an exercise price of $11.50 per share
(the “Warrant(s)”). Only whole Warrants are exercisable. A holder of Warrants will not be able to exercise any
fraction of a Warrant. The Company shall not issue fractional Warrants other than as part of the Public Units. If, upon the detachment
of the Warrants from the Public Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the
Company shall round down to the nearest whole number the number of Warrants to be issued to such holder;
WHEREAS, following
the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;
WHEREAS, the parties
wish to enter into this Agreement, pursuant to which immediately prior to the closing of the Company’s initial Business Combination
(the “Business Combination Closing”), the Company shall issue and sell, and the Purchaser shall purchase, on
a private placement basis, 15,000,000 Class A Shares (the “Forward Purchase Shares”) and 5,000,000 Warrants
(the “Forward Purchase Warrants” and together with the Forward Purchase Shares, the “Forward Purchase
Securities”) on the terms and conditions set forth herein;
WHEREAS, the Company
has entered into or intends to concurrently with entering into this Agreement enter into an agreement in the form of this Agreement
(the “Cannae Forward Purchase Agreement”) with Cannae Holdings, Inc. (“Cannae”, and together with
the Purchaser, the “Forward Contract Parties”) for the purchase by Cannae of 15,000,000 Class A Shares and 5,000,000
Warrants immediately prior to the Business Combination Closing (all Class A Shares to be purchased by the Forward Contract Parties
pursuant to such agreements, collectively, the “Total Forward Purchase Shares”, and all Warrants to be purchased
by the Forward Contract Parties, the “Total Forward Purchase Warrants”, and together with the Total Forward
Purchase Shares, the “Total Forward Purchase Securities”);
NOW, THEREFORE, in
consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other
good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1.
Sale and Purchase.
(a)
Forward Purchase Securities.
(i)
The Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Forward Purchase
Shares and the Forward Purchase Warrants for an aggregate purchase price of $150,000,000 (the “FPS Purchase Price”).
(ii)
Each Forward Purchase Warrant will have the same terms as each Warrant sold as part of the Public Units in the IPO (“Public
Warrants”), and will be subject to the terms and conditions of the Warrant Agreement to be entered into between the Company
and Continental Stock Transfer & Trust Company, as Warrant Agent, in connection with the IPO (the “Warrant Agreement”).
Each Forward Purchase Warrant will entitle the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject
to adjustment as described in the Warrant Agreement, and only whole Forward Purchase Warrants will be exercisable. The Forward
Purchase Warrants will become exercisable on the later of 30 days after the Business Combination Closing and 12 months from the
closing of the IPO, and will expire five years after the Business Combination Closing or earlier upon redemption or the liquidation
of the Company, as described in the Warrant Agreement.
(iii)
The Company shall require the Purchaser to purchase the Forward Purchase Securities by delivering notice to the Purchaser,
at least ten (10) Business Days before the funding of the FPS Purchase Price to the Escrow Account (defined below), specifying
the anticipated date of the Business Combination Closing and instructions for wiring the FPS Purchase Price to an account of a
third-party escrow agent (the “Escrow Account”) which shall be the Company’s transfer agent (the “Escrow
Agent”) pursuant to an escrow agreement between the Company and the Escrow Agent (the “Escrow Agreement”).
At least two (2) Business Days before the anticipated date of the Business Combination Closing specified in such notice, the Purchaser
shall deliver the FPS Purchase Price in cash via wire transfer to the account specified in such notice, to be held in escrow pending
the Business Combination Closing. If the Business Combination Closing does not occur within thirty (30) days after the Purchaser
delivers the FPS Purchase Price to the Escrow Agent, the Escrow Agreement will provide that the Escrow Agent shall automatically
return to the Purchaser the FPS Purchase Price, provided that the return of the FPS Purchase Price placed in escrow shall
not terminate the Agreement or otherwise relieve either party of any of its obligations hereunder. For the purposes of this Agreement,
“Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on
which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.
(iv)
The closing of the sale of the Forward Purchase Securities (the “FPS Closing”) shall be held on the same
date and immediately prior to the Business Combination Closing (such date being referred to as the “Closing Date”).
At the FPS Closing, the Company will issue to the Purchaser the Forward Purchase Securities, each registered in the name of the
Purchaser, against (and concurrently with) release of the FPS Purchase Price by the Escrow Agent to the Company.
(b)
Delivery of Forward Purchase Securities.
(i)
The Company shall register the Purchaser as the owner of the Forward Purchase Securities purchased by the Purchaser hereunder
(individually or collectively, the “Securities”) with the Company’s transfer agent by book entry on or
promptly after (but in no event more than two (2) Business Days after) the date of the FPS Closing.
(ii)
Each register and book entry for the Securities shall contain a notation, and each certificate (if any) evidencing the Securities
shall be stamped or otherwise imprinted with a legend, in substantially the following form:
“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.”
(c)
Legend Removal. If the Securities are eligible to be sold without restriction under, and without the Company being
in compliance with the current public information requirements of, Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), then at the Purchaser’s request, the Company will cause the Company’s transfer agent to remove the
legend set forth in Section 1(b)(ii). In connection therewith, if required by the Company’s transfer agent, the Company
will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations,
certificates and directions required by the transfer agent that authorize and direct the transfer agent to transfer such Securities
without any such legend; provided, however, that the Company will not be required to deliver any such opinion, authorization
or certificate or direction if it reasonably believes that removal of the legend could result in or facilitate transfers of Securities
in violation of applicable law.
(d)
Registration Rights. The Purchaser shall have registration rights with respect to the Forward Purchase Securities
as set forth on Exhibit A (the “Registration Rights”).
2.
Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Company as follows,
as of the date hereof:
(a)
Organization and Power. The Purchaser is duly organized, validly existing, and in good standing under the laws of
the jurisdiction of incorporation or organization and has all requisite power and authority to carry on its business as presently
conducted and as proposed to be conducted.
(b)
Authorization. The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed
and delivered by the Purchaser, will constitute the valid and legally binding obligation of the Purchaser, enforceable in accordance
with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
any other laws of general application affecting enforcement of creditors’ rights generally, (b) as limited by laws relating
to the availability of specific performance, injunctive relief or other equitable remedies, or (c) to the extent the indemnification
provisions contained in the Registration Rights may be limited by applicable federal or state securities laws.
(c)
Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification,
designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Purchaser
in connection with the consummation of the transactions contemplated by this Agreement.
(d)
Compliance with Other Instruments. The execution, delivery and performance by the Purchaser of this Agreement and
the consummation by the Purchaser of the transactions contemplated by this Agreement will not result in any violation or default
(i) of any provisions of its organizational documents, (ii) of any instrument, judgment, order, writ or decree to which it is a
party or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv)
under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of
federal or state statute, rule or regulation applicable to the Purchaser, in each case (other than clause (i)), which would have
a material adverse effect on the Purchaser or its ability to consummate the transactions contemplated by this Agreement.
(e)
Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s
representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that
the Forward Purchase Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account,
not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no
present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing
this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement
or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to
any of the Forward Purchase Securities. For purposes of this Agreement, “Person” means an individual, a limited
liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or
any government or any department or agency thereof.
(f)
Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management,
financial affairs and the terms and conditions of the offering of the Forward Purchase Securities, as well as the terms of the
Company’s proposed IPO, with the Company’s management.
(g)
Restricted Securities. The Purchaser understands that the offer and sale of the Forward Purchase Securities to the
Purchaser has not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration
provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the
accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Forward Purchase Securities
are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws,
the Purchaser must hold the Forward Purchase Securities indefinitely unless they are registered with the SEC and qualified by state
authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that
the Company has no obligation to register or qualify the Forward Purchase Securities, or any Class A Shares into which the Forward
Purchase Securities may be converted into or exercised for, for resale, except for the Registration Rights. The Purchaser further
acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements
including, but not limited to, the time and manner of sale, the holding period for the Forward Purchase Securities, and on requirements
relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may
not be able to satisfy. The Purchaser acknowledges that the Company confidentially submitted the Registration Statement for its
proposed IPO to the SEC for review. The Purchaser understands that the offering of the Forward Purchase Securities is not, and
is not intended to be, part of the IPO, and that the Purchaser will not be able to rely on the protection of Section 11 of the
Securities Act with respect to such Forward Purchase Securities.
(h)
No Public Market. The Purchaser understands that no public market now exists for the Securities, and that the Company
has made no assurances that a public market will ever exist for the Securities.
(i)
High Degree of Risk. The Purchaser understands that its agreement to purchase the Securities involves a high degree
of risk which could cause the Purchaser to lose all or part of its investment.
(j)
Accredited Investor. The Purchaser is an “accredited investor” as defined in Rule 501(a) of Regulation
D promulgated under the Securities Act.
(k)
No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders
or partners has either directly or indirectly, including, through a broker or finder (i) to its knowledge, engaged in any general
solicitation, or (ii) published any advertisement in connection with the offer and sale of the Forward Purchase Securities.
(l)
Non-Public Information. The Purchaser acknowledges its obligations under applicable securities laws with respect
to the treatment of material non-public information relating to the Company.
(m)
Adequacy of Financing. The Purchaser has available to it sufficient funds to satisfy its obligations under this Agreement.
(n)
Affiliation of Certain FINRA Members. The Purchaser is neither a person associated nor affiliated with Credit Suisse
Securities (USA) LLC, BofA Securities, Inc. or, to its actual knowledge, any other member of the Financial Industry Regulatory
Authority (“FINRA”) that is participating in the IPO.
(o)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained
in this Section 2 and in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting
on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes
or shall be deemed to make any other express or implied representation or warranty with respect to the Purchaser and this offering,
and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties
expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto,
the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been
made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company
Parties”).
3.
Representations and Warranties of the Company. The Company represents and warrants to the Purchaser as
follows:
(a)
Incorporation and Corporate Power. The Company is duly incorporated and validly existing and in good standing as
a corporation under the laws of the state of Delaware and has all requisite corporate power and authority to carry on its business
as presently conducted and as proposed to be conducted. The Company has no subsidiaries.
(b)
Capitalization. The authorized capital stock of the Company consists, as of the date hereof, of:
(i)
400,000,000 Class A Shares, par value $0.0001 per share, none of which are issued and outstanding.
(ii)
40,000,000 shares of Class B common stock of the Company, par value $0.0001 per share (“Class B Shares”),
21,562,500 of which are issued and outstanding (up to 2,812,500 shares of which are subject to forfeiture to the extent the underwriters’
over-allotment option in connection with the IPO is not exercised in full) and held by Bilcar FT, LP, a Delaware limited partnership,
and Trasimene Capital FT, LP, a Delaware limited partnership (together, the “Sponsors”). All of the issued and
outstanding Class B Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable
federal and state securities laws.
(iii)
1,000,000 preferred shares, par value $0.0001 per share, none of which are issued and outstanding.
(c)
Authorization. All corporate action required to be taken by the Company’s Board of Directors and stockholders
in order to authorize the Company to enter into this Agreement, and to issue the Forward Purchase Securities at the FPS Closing,
and the securities issuable upon conversion or exercise of the Forward Purchase Securities, has been taken or will be taken prior
to the FPS Closing, as applicable. All action on the part of the stockholders, directors and officers of the Company necessary
for the execution and delivery of this Agreement, the performance of all obligations of the Company under this Agreement to be
performed as of the FPS Closing, and the issuance and delivery of the Forward Purchase Securities and the securities issuable upon
conversion or exercise of the Forward Purchase Securities has been taken or will be taken prior to the FPS Closing. This Agreement,
when executed and delivered by the Company, shall constitute the valid and legally binding obligation of the Company, enforceable
against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies, or (iii) to the extent the indemnification provisions contained in the Registration Rights may be limited by applicable
federal or state securities laws.
(d)
Valid Issuance of Securities.
(i)
The Forward Purchase Securities, when issued, sold and delivered in accordance with the terms and for the consideration
set forth in this Agreement, and the Company’s amended and restated certificate of incorporation (the “Charter”)
and amended and restated bylaws (the “Bylaws”), and the securities issuable upon conversion of exercise of the
Forward Purchase Securities, when issued in accordance with the terms of the Forward Purchase Securities and this Agreement, will
be validly issued, fully paid and nonassessable and free of all preemptive or similar rights, taxes, liens, encumbrances and charges
with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement,
applicable state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy
of the representations of the Purchaser in this Agreement and subject to the filings described in Section 3(e) below, the
Forward Purchase Securities and the securities issuable upon conversion of the Forward Purchase Securities will be issued in compliance
with all applicable federal and state securities laws.
(ii)
No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification
Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below),
except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered
Person” means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the
Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).
(e)
Governmental Consents and Filings. Assuming the accuracy of the representations and warranties made by the Purchaser
in this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation
of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act, and applicable
state securities laws.
(f)
Compliance with Other Instruments. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated by this Agreement will not result in any violation or default (i) of any provisions of the Company’s
Charter, Bylaws or its other governing documents, (ii) of any instrument, judgment, order, writ or decree to which it is a party
or by which it is bound, (iii) under any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under
any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) of any provision of federal
or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material
adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.
(g)
Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not
conduct, any operations other than organizational activities and activities in connection with offerings of the Securities and
securities in the IPO.
(h)
Foreign Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting
on behalf of the Company has, in the course of its actions for, or on behalf of, the Company (i) used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect
unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation
of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff,
influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.
(i)
Compliance with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times
in compliance with applicable financial recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money
laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the USA Patriot Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the
rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money
Laundering Laws is pending or, to the knowledge of the Company, threatened.
(j)
Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public
board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against
or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise,
in their capacities as such.
(k)
No General Solicitation. Neither the Company, nor any of its officers, directors, employees, agents or shareholders
has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published
any advertisement in connection with the offer and sale of the Securities.
(l)
Issuance Totals. Prior to or concurrently with the execution and delivery of this Agreement the Company has or is
entering into the Cannae Forward Purchase Agreement.
(m)
No Other Representations and Warranties; Non-Reliance. Except for the specific representations and warranties contained
in this Section 3 and in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes
or shall be deemed to make any other express or implied representation or warranty with respect to the Company, this offering,
the proposed IPO or a potential Business Combination, and the Company Parties disclaim any such representation or warranty. Except
for the specific representations and warranties expressly made by the Purchaser in Section 2 of this Agreement and in any
certificate or agreement delivered pursuant hereto, the Company Parties specifically disclaim that they are relying upon any other
representations or warranties that may have been made by the Purchaser Parties.
4.
Right of First Offer. Subject to the terms and conditions of this Section 4, if, in connection with or prior
to the Business Combination Closing, the Company proposes to raise additional capital by issuing any equity securities, or securities
convertible into, exchangeable or exercisable for equity securities, other than the Public Units (and their component Class A Shares
(the “Public Shares”) and Public Warrants) and Excluded Securities (as defined below) (“New Equity
Securities”), the Company shall first make an offer of the New Equity Securities to the Purchaser in accordance with
the following provisions of this Section 4:
(a) Offer
Notice.
(i) The Company
shall give written notice (the “Offering Notice”) to the Purchaser and the other Forward Contract Party
stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material
terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities and the applicable
pro rata share of such New Equity Securities offered pursuant to such Offering Notice.
(ii) The Offering
Notice shall constitute the Company’s offer to sell the New Equity Securities to the Purchaser and the other Forward Contract
Party, which offer shall be irrevocable for a period of ten (10) Business Days (the “ROFO Notice Period”).
(b) Exercise
of Right of First Offer.
(i) Upon receipt
of the Offering Notice, the Purchaser shall have until the end of the ROFO Notice Period to offer to purchase all (but not less
than all) of its pro rata share of the New Equity Securities, based on the number of Forward Purchase Securities the Purchaser
has agreed to purchase in the amount set forth in this Agreement out of the Total Forward Purchase Shares, by delivering a written
notice (a “ROFO Offer Notice”) to the Company stating that it offers to purchase such New Equity Securities
on the terms specified in the Offering Notice. Any ROFO Offer Notice so delivered shall be binding upon delivery and irrevocable
by the Purchaser.
(ii) If the
Purchaser does not deliver a ROFO Offer Notice during the ROFO Notice Period, the Purchaser shall be deemed to have waived all
of the Purchaser’s rights to purchase the New Equity Securities offered pursuant to the Offering Notice under this Section
4, and the Company shall thereafter be free to sell or enter into an agreement to sell the Purchaser’s pro rata portion of
such New Equity Securities to any third party (including the other Forward Contract Party) without any further obligation to the
Purchaser pursuant to this Section 4 within the ninety (90) day period thereafter (and with respect to an agreement to sell, consummate
such sale at any time thereafter) on terms and conditions not more favorable to the third party than those set forth in the Offering
Notice. If the Company does not sell or enter into an agreement to sell the Purchaser’s pro rata portion of the New
Equity Securities within such ninety (90) day period, the rights provided hereunder shall be deemed to be revived and the New Equity
Securities shall not be offered to any third party unless first re-offered to the Purchaser in accordance with this Section 4.
(c) Excluded
Securities. For purposes hereof, the term “Excluded Securities” means Class B Shares (and Class A Shares
for which such Class B Shares are convertible) issued to the Sponsors prior to the IPO, private placement warrants issued by the
Company to the Sponsors or an affiliate thereof in connection with the IPO and which have the same exercise price as the Warrants
(the “Private Placement Warrants”), warrants issued upon the conversion of working capital loans to the Company
to be made by the Sponsors or an affiliate thereof to finance transaction costs in connection with an intended initial Business
Combination (up to $1,500,000 of which may be convertible at the option of the lender into warrants of the post-Business Combination
entity having the same terms as the Private Placement Warrants at a price of $1.50 per warrant (the “Working Capital Loans”)),
any securities issued by the Company as consideration to any seller in the Business Combination, any Warrants or Class A Shares,
Class B Shares (and Class A Shares for which such Class B Shares are convertible or Class A Shares issuable upon exercise of such
Warrants) issued pursuant to forward purchase contracts entered into prior to the IPO Closing with the Forward Contract Parties.
(d) Additional
Private Placements. Notwithstanding anything to the contrary contained herein, prior to the IPO, the Company will not issue
or agree to issue any securities (other than Forward Purchase Securities in the amounts set forth in this Agreement, Private Placement
Warrants and the securities to be issued in the IPO) without the Purchaser’s prior written consent.
5.
Additional Agreements, Acknowledgements and Waivers of the Purchaser.
(a)
Trust Account.
(i)
The Purchaser hereby acknowledges that it is aware that the Company will establish a trust account (the “Trust
Account”) for the benefit of its public stockholders upon the closing of the IPO. The Purchaser, for itself and its affiliates,
hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any
other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any,
the Purchaser may have in respect of any Class A Shares held by it.
(ii)
The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect
of any Class A Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser
shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any
monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Class
A Shares held by it.
(b)
No Short Sales. The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf or pursuant
to any understanding with it, will engage in any Short Sales with respect to securities of the Company prior to the Business Combination
Closing. For purposes of this Section 5, “Short Sales” shall include, without limitation, all “short
sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and all types of direct and indirect stock pledges (other than pledges in the ordinary course
of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements
(including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.
(c)
Voting. The Purchaser hereby agrees that if the Company seeks stockholder approval of a proposed Business Combination,
then in connection with such proposed Business Combination, the Purchaser shall vote any Class A Shares owned by it in favor of
any proposed Business Combination. If the Purchaser fails to vote any Class A Shares it is required to vote hereunder in favor
of a Proposed Business Combination, the Purchaser hereby grants hereunder to the Company and any representative designated by the
Company without further action by the Purchaser a limited irrevocable power of attorney to effect such vote on behalf of the Purchaser,
which power of attorney shall be deemed to be coupled with an interest.
(d)
NYSE Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class
A Shares on the New York Stock Exchange (or another national securities exchange).
6.
FPS Closing Conditions.
(a)
The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall
be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent
permitted by applicable laws, may be waived by the Purchaser:
(i)
The Business Combination shall be consummated substantially concurrent with, and immediately following, the purchase of
Forward Purchase Securities;
(ii)
The Company shall have delivered to such Purchaser a certificate evidencing the Company’s good standing as a Delaware
corporation, as of a date within ten (10) Business Days of the FPS Closing;
(iii)
The representations and warranties of the Company set forth in Section 3 of this Agreement shall have been true and
correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though
such representations and warranties had been made on and as of such date (other than any such representation or warranty that is
made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure
to be so true and correct would not have a material adverse effect on the Company or its ability to consummate the transactions
contemplated by this Agreement;
(iv)
The Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the FPS Closing; and
(v)
No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.
(vi)
Cannae shall have performed, satisfied and complied in all respects with its obligations under the Cannae Forward Purchase
Agreement and shall have funded concurrent the purchase of 15,000,000 Class A Shares and 5,000,000 Warrants concurrently with the
purchase of the Forward Purchase Securities pursuant to this Agreement.
(vii)
The participation by the Purchaser or any of the Purchaser Parties in the Business Combination shall not result in a violation
of the governing documents of Purchaser or any Purchaser Party, or result in the right by one or more of such Purchaser Parties’
underlying investors to be excused from indirect participation in the Business Combination, in each case, as determined in the
sole discretion by Purchaser or such Purchaser Party, as the case may be;
(b)
The obligation of the Company to sell the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject
to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by
applicable laws, may be waived by the Company:
(i)
The Business Combination shall be consummated substantially concurrent with, and immediately following, the purchase of
Forward Purchase Securities;
(ii)
The representations and warranties of the Purchaser set forth in Section 2 of this Agreement shall have been true
and correct as of the date hereof and shall be true and correct as of the FPS Closing, as applicable, with the same effect as though
such representations and warranties had been made on and as of such date (other than any such representation or warranty that is
made by its terms as of a specified date, which shall be true and correct as of such specified date), except where the failure
to be so true and correct would not have a material adverse effect on the Purchaser or its ability to consummate the transactions
contemplated by this Agreement;
(iii)
The Purchaser shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the FPS Closing; and
(iv)
No order, writ, judgment, injunction, decree, determination, or award shall have been entered by or with any governmental,
regulatory, or administrative authority or any court, tribunal, or judicial, or arbitral body, and no other legal restraint or
prohibition shall be in effect, preventing the purchase by the Purchaser of the Forward Purchase Securities.
7.
Termination. This Agreement may be terminated at any time prior to the FPS Closing:
(a)
by mutual written consent of the Company and the Purchaser; or
(b)
automatically
(i)
if the IPO is not consummated on or prior to twenty-four months from the date of this Agreement; or
(ii)
if the Business Combination is not consummated within 24 months from the closing of the IPO, or such later date as may be
approved by the Company’s shareholders.
(iii)
upon the death of William P. Foley, II;
(iv)
if William P. Foley, II, the Sponsors or the Company becomes subject to any voluntary or involuntary petition under the
United States federal bankruptcy laws or any state insolvency law, in each case which is not withdrawn within sixty (60) days after
being filed, or a receiver, fiscal agent or similar officer is appointed by a court for business or property of William P. Foley,
II, the Sponsors or the Company, in each case which is not removed, withdrawn or terminated within sixty (60) days after such appointment;
or
(v)
if William P. Foley, II is convicted in a criminal proceeding for a crime involving fraud or dishonesty.
In the event of any
termination of this Agreement pursuant to this Section 8, the FPS Purchase Price (and interest thereon, if any), if previously
paid, and all Purchaser’s funds paid in connection herewith shall be promptly returned to the Purchaser, and thereafter this
Agreement shall forthwith become null and void and have no effect, without any liability on the part of the Purchaser or the Company
and their respective directors, officers, employees, partners, managers, members, or stockholders and all rights and obligations
of each party shall cease; provided, however, that nothing contained in this Section 8 shall relieve either
party from liabilities or damages arising out of any fraud or willful breach by such party of any of its representations, warranties,
covenants or agreements contained in this Agreement.
8.
General Provisions.
(a)
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall
be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when
sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal
business hours, then on the recipient’s next Business Day, (c) five (5) Business Days after having been sent by registered
or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized
overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications
sent to the Company shall be sent to:
Foley Trasimene Acquisition Corp.
1701 Village Center Circle
Las Vegas, NV 89134
Attn: Michael L. Gravelle, General Counsel and Corporate Secretary
email: MGravelle@fnf.com
with a copy to the Company’s counsel at:
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Attn: Alexander D. Lynch, Esq.
email: Alex.Lynch@weil.com
fax: (212) 310-8007
All communications to the Purchaser shall
be sent to the Purchaser’s address as set forth on the signature page hereof, or to such e-mail address, facsimile number
(if any) or address as subsequently modified by written notice given in accordance with this Section 9(a).
(b)
No Finder’s Fees. Other than fees payable to Credit Suisse Securities (USA) LLC or BofA Securities, Inc., which
shall be the responsibility of the Company, each party represents that it neither is nor will be obligated for any finder’s
fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company from
any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction
(and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers,
employees or representatives is responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability
for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and
the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers,
employees or representatives is responsible.
(c)
Survival of Representations and Warranties. All of the representations and warranties contained herein shall survive
the FPS Closing.
(d)
Entire Agreement. This Agreement, together with any documents, instruments and writings that are delivered pursuant
hereto or referenced herein, constitutes the entire agreement and understanding of the parties hereto in respect of its subject
matter and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby.
(e)
Successors. All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement
are binding upon, and inure to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing
in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.
(f)
Assignments. Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior written approval of the other parties except that the
Purchaser may assign its rights, interests, or obligations hereunder to any of its affiliates.
(g)
Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original
but all of which together will constitute one and the same instrument.
(h)
Headings. The section headings contained in this Agreement are inserted for convenience only and will not affect
in any way the meaning or interpretation of this Agreement.
(i)
Governing Law. This Agreement, the entire relationship of the parties hereto, and any dispute between the parties
(whether grounded in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted
pursuant to the laws of the State of New York, without giving effect to its choice of laws principles.
(j)
Jurisdiction. The parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts
of New York and to the jurisdiction of the United States District Court for the Southern District of New York for the purpose of
any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or
other proceeding arising out of or based upon this Agreement except in state courts of New York or the United States District Court
for the Southern District of New York, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise,
in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts,
that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient
forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not
be enforced in or by such court.
(k)
Waiver of Jury Trial. The parties hereto hereby waive any right to a jury trial in connection with any litigation
pursuant to this Agreement and the transactions contemplated hereby.
(l)
Amendments. This Agreement may not be amended, modified or waived as to any particular provision, except with the
prior written consent of the Company and the Purchaser, except for an amendment, modification or waiver that (i) modifies the amount
or price of the Forward Purchase Securities to be sold hereunder, or (ii) inserts or modifies any material economic or non-economic
provision of this Agreement applicable to the Purchaser, which shall in each case also require the written consent of the Purchaser.
(m)
Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of
any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision
of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator,
or mediator not to be enforceable in accordance with its terms, the parties hereto agree that the governmental authority, arbitrator,
or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such
that it is enforceable, and/or to delete specific words or phrases, and in its reduced form, such provision will then be enforceable
and will be enforced.
(n)
Expenses. The Company will bear its own and the Purchaser’s costs and expenses incurred in connection with
the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby, including
all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants; provided, however, that the Company shall not be required to pay any costs or expenses of the Purchaser unless
and until the Business Combination is consummated. The Company shall be responsible
for the fees of its transfer agent; stamp taxes and all of The Depository Trust Company’s fees associated with the issuance
of the Forward Purchase Securities and the securities issuable upon conversion or exercise of the Forward Purchase Securities.
(o)
Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If
an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties
hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any
provision of this Agreement. Any reference to any federal, state, local, or foreign law will be deemed also to refer to law as
amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.”
Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form
will be construed to include the plural and vice versa, unless the context otherwise requires. The words “this Agreement,”
“herein,” “hereof,” “hereby,” “hereunder,” and words
of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties
hereto intend that each representation, warranty, and covenant contained herein will have independent significance. If any party
hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another
representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which
such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of the first
representation, warranty, or covenant.
(p)
Waiver. No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty
or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.
(q)
Confidentiality. Except as may be required by law, regulation or applicable stock exchange listing requirements,
unless and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed
by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this Agreement.
(r)
Specific Performance. The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement
was not performed by the Purchaser in accordance with the terms hereof and that the Company shall be entitled to specific performance
of the terms hereof, in addition to any other remedy at law or equity.
(s)
Most Favored Nations. The Company hereby represents and warrants that as of the date hereof, and covenants and agrees
that after the date hereof, none of the agreements with any other Person for the purchase of Class A Shares or Warrants includes
or will include terms, rights or other benefits that are more favorable, in any material respect, to such other Person than the
terms, rights and benefits in favor of the Purchaser under this Agreement, and the Company will not amend any of the terms, rights
or benefits in, or waive any material obligation under, any of the agreements with such other Person unless, in any such case,
the Purchaser has been offered in writing the opportunity to concurrently receive the benefits of all such terms, rights and benefits
or waiver. The Purchaser shall notify the Company in writing, within ten (10) days after the date it has been offered the opportunity
to receive the benefit of such terms, rights, benefits or waiver, of its election to receive any such term, right, benefit or waiver
so offered.
[Signature Page Follows]
IN
WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.
|
|
PURCHASER:
|
|
|
|
|
|
THL
FTAC LLC
|
|
|
By:
THL Equity Advisors, VIII, LLC, its manager
|
|
|
By:
Thomas H. Lee Partners, L.P., its sole member
|
|
|
By:
Thomas H. Lee Advisors, LLC, its general partner
|
|
|
By:
THL Holdco, LLC, its managing member
|
|
|
|
|
|
By:
|
/s/ Thomas M. Hagerty
|
|
|
Name: Thomas
M. Hagerty
|
|
|
Title:
Managing Director
|
|
|
|
|
|
COMPANY:
|
|
|
|
|
|
FOLEY TRASIMENE ACQUISITION
CORP.
|
|
|
|
|
|
By:
|
/s/ Michael L. Gravelle
|
|
|
|
Name: Michael L. Gravelle
|
|
|
|
Title: General Counsel and Corporate Secretary
|
Exhibit A
Registration Rights
1.
Within thirty (30) days after the Business Combination Closing, the Company shall use reasonable best efforts (i) to
file a registration statement on Form S-1, to the extent the Company is required to use such form, for a secondary offering (including
any successor registration statement covering the resale of the Registrable Securities a “Resale Shelf”) of
(x) the Class A Shares and Warrants (and underlying Class A Shares) comprising the Forward Purchase Securities, (y) any other Class
A Shares that may be acquired by the Purchaser after the date of this Agreement, including any time after the Business Combination
Closing and (z) any other equity security of the Company issued or issuable with respect to the securities referred to in clauses
(x) and (y) by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger,
consolidation or reorganization (collectively, the “Registrable Securities”) pursuant to Rule 415 under the
Securities Act; provided that if Form S-3 is available for such a registration, the Company shall register the resale of
the Registrable Securities on Form S-3 as soon as such form is available and such Form S-3 shall also be deemed to be a Resale
Shelf, (ii) to cause the Resale Shelf to be declared effective under the Securities Act promptly thereafter and (iii) to maintain
the effectiveness of such Resale Shelf with respect to the Purchaser’s Registrable Securities until the earliest of (A) the
date on which the Purchaser or its assignee ceases to hold Registrable Securities covered by such Resale Shelf, (B) the date all
of the Purchaser’s Registrable Securities covered by the Resale Shelf can be sold publicly without restriction or limitation
(including without volume or manner of sale restrictions) under Rule 144 under the Securities Act.
2.
In the event the Company is prohibited by applicable rule, regulation or interpretation by the staff (“Staff”)
of the Securities and Exchange Commission (“SEC”) from registering all of the Registrable Securities on the
Resale Shelf or the Staff requires that the Purchaser be specifically identified as an “underwriter” in order to permit
such registration statement to become effective, and such Purchaser does not consent in writing to being so named as an underwriter
in such registration statement, the number of Registrable Securities to be registered on the Resale Shelf will be reduced on a
pro rata basis among all the holders of Registrable Securities to be so included, unless otherwise required by the Staff, so that
the number of Registrable Securities to be registered is permitted by Staff and such Purchaser is not required to be named as an
“underwriter”; provided, that any Registrable Securities not registered due to this paragraph 2 shall thereafter
as soon as allowed by the SEC guidance be registered to the extent the prohibition no longer is applicable.
3.
If at any time the Company proposes to file a registration statement (a “Registration Statement”)
on its own behalf, or on behalf of any other Persons who have registration rights (“Other Holders”), relating
to an underwritten offering of shares of common stock (a “Company Offering”), then the Company will provide
the Purchaser and the other Forward Contract Party (collectively, the “Piggyback Holders”) with notice in writing
(an “Offer Notice”) at least five (5) Business Days prior to such filing, which Offer Notice will offer to include
in the Registration Statement Purchaser’s Registrable Securities and a minimum of 2,000,000 of the securities of the other
Forward Contract Party which is a Piggyback Holder that constitute “Registrable Securities” (as defined under such
parties’ forward purchase agreement (collectively “Piggyback Securities”). Within five (5) Business Days
(or, in the case of an Offer Notice delivered to the Purchaser or the other Forward Contract Party in connection with an Underwritten
Shelf Takedown (as described below), within three (3) Business Days) after receiving the Offer Notice, the Purchaser may make a
written request (a “Piggyback Request”) to the Company to include some or all of the Piggyback Holder’s
Registrable Securities in the Registration Statement. If the underwriter(s) for any Company Offering advise the Company that marketing
factors require a limitation on the number of securities that may be included in the Company Offering, the number of securities
to be so included shall be allocated as follows: (i) first, to the Company and the Other Holders, if any; and (ii) second, to the
Piggyback Holders based on the pro rata percentage of Piggyback Securities held by the Piggyback Holders and requested to be included
in the Company Offering. Notwithstanding anything to the contrary in this paragraph 3, the Company hereby agrees that it will not
provide an Offer Notice to any other Forward Contract Party unless such other Forward Contract Party agrees in writing to treat
the contents of such Offer Notice as material non-public information.
4.
At any time during which the Company has an effective Resale Shelf with respect to the Purchaser’s Registrable
Securities, the Purchaser may make a written request (which request shall specify the intended method of disposition thereof)
(a “Shelf Takedown Request”) to the Company to effect a sale, of all or a portion of the Purchaser’s
Registrable Securities that are covered by the Resale Shelf, and the Company shall use commercially reasonable efforts to file
a prospectus supplement (a “Shelf Takedown Prospectus Supplement”) for such purpose as soon as reasonably practicable
following receipt of a Shelf Takedown Request. The Purchaser may request that any such sale be conducted as an underwritten public
offering (an “Underwritten Shelf Takedown”). Purchaser acknowledges that, pursuant to the terms and conditions
of the forward purchase agreement among the Company and the other Forward Contract Party (such agreements, as they relate to the
rights of the other Forward Contract Party set forth in paragraphs 3, 4 and 5 of this Exhibit A, not to be amended without the
Purchaser’s prior written consent), in the event the other Forward Contract Party proposes to sell at least 2,000,000 Registrable
Securities in the Underwritten Shelf Takedown (the “Requesting Holder”) then the Requesting Holder shall have
the right, pursuant to a timely Piggyback Request, to include securities that are covered by the Resale Shelf (“Requesting
Holder Securities”) in the prospectus supplement relating to any Underwritten Shelf Takedown and Purchaser agrees to
cooperate with the Company and such other Forward Contract Party in furtherance thereof. In the event the other Forward Contract Party makes a Shelf Takedown Request, then the Purchaser shall have the right, pursuant
to a timely Piggyback Request, to include Requesting Holder Securities in the prospectus supplement relating to any Underwritten
Shelf Takedown. If the underwriter(s) for any Underwritten
Shelf Takedown advise the Company that marketing factors require a limitation on the number of securities that may be included
in the Underwritten Shelf Takedown, the number of securities to be so included shall be allocated as follows: (i) first, to the
Purchaser; and (ii) second, to the Requesting Holder based on the pro rata percentage of Requesting Holder Securities held
by the Requesting Holders and requested to be included in the Underwritten Offering. It is understood that any other Forward Purchase
Party electing to include securities on an Underwritten Shelf Takedown proposed by Purchaser shall not have the ability to withdraw
such securities from such offering without the consent of the Purchaser, it being understood that the terms of the offering may
not be known at the time of such offering and that Purchaser shall have the sole discretion to approve such terms (and the other
Forward Purchase Party shall not have the right to make any determinations other than whether they wish to include their Requesting
Holder Securities in the prospectus supplement). In this regard, by electing to include securities in such offering, such other
Forward Purchase Party agrees to cooperate with the Company and the Purchaser in furtherance of such offering, including entering
into such customary agreements and take all such actions (including supplying all reasonably requested information) within 48
hours of a reasonable request by the Company, underwriters or Purchaser.
5.
The determination of whether any offering of Registrable Securities pursuant to the Resale Shelf or a Shelf Takedown
Prospectus Supplement will be an underwritten offering shall be made in the sole discretion of the Purchaser, after consultation
with the Company, and the Purchaser shall have the right, after consultation with the Company, to determine the plan of distribution,
including the price at which the Registrable Securities are to be sold and the underwriting commissions, discounts and fees (and
the Requesting Holders shall not have the right to make any determinations other than whether they wish to include their Requesting
Holder Securities in the prospectus supplement). The Purchaser shall select the investment banker or bankers and managers to administer
the offering, including the lead managing underwriter (provided that such investment banker or bankers and managers shall be reasonably
satisfactory to the Company).
6.
In connection with any underwritten offering, the Company shall enter into such customary agreements and take all such
other actions in connection therewith (including those requested by the Purchaser) in order to facilitate the disposition of such
Registrable Securities as are reasonably necessary or required, and in such connection enter into a customary underwriting agreement
that provides for customary opinions, comfort letters and officer’s certificates and other customary deliverables and make
management and its own accountants available for any due diligence sessions and make management reasonably available for a road
show.
7.
The Company shall pay all fees and expenses incident to the performance of or compliance with its obligation to prepare,
file and maintain the Resale Shelf (including the fees of its counsel and accountants). The Company shall also pay all Registration
Expenses. For purposes of this paragraph 7, “Registration Expenses” shall mean the out-of-pocket expenses of
a Company Offering or Underwritten Shelf Takedown, including, without limitation, the following: (i) all registration and filing
fees (including fees with respect to filings required to be made with FINRA) and any securities exchange on which the Registrable
Securities are then listed; (ii) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and
disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities); (iii)
printing, messenger, telephone and delivery expenses; (iv) reasonable fees and disbursements of counsel for the Company; (v) reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with
such Underwritten Shelf Takedown; and (vi) reasonable fees and expenses of one legal counsel selected by the holders of a majority
of the Registrable Securities, who will represent all the selling shareholders.
8.
The Company may suspend the use of a prospectus included in the Resale Shelf by furnishing to the Purchaser a written
notice (“Suspension Notice”) stating that in the good faith judgment of the Company, it would be either (i)
prohibited by the Company’s insider trading policy (as if the Purchaser were covered by such policy) or (ii) materially detrimental
to the Company and its stockholders for such prospectus to be used at such time. The Company’s right to suspend the use of
such prospectus under clause (ii) of the preceding sentence may be exercised for a period of not more than sixty (60) days after
the date of such notice to the Purchaser; provided such period may be extended for an additional thirty (30) days with the
consent of a majority-in-interest of the holders of Registrable Securities covered by the Resale Shelf, which consent shall not
be unreasonably withheld; provided further, that such right to suspend the use of a prospectus shall be exercised by the
Company not more than once in any twelve (12) month period. A holder of Registrable Securities shall not effect any sales of Registrable
Securities pursuant to the Resale Shelf at any time after it has received a Suspension Notice from the Company and prior to receipt
of an End of Suspension Notice (as defined below). The holders may recommence effecting sales of the Registrable Securities pursuant
to the Resale Shelf following further written notice to such effect (an “End of Suspension Notice”) from the
Company to the holders. The Company shall act in good faith to permit any suspension period contemplated by this paragraph to be
concluded as promptly as reasonably practicable.
9.
The Purchaser agrees that, except as required by applicable law, the Purchaser shall treat as confidential the receipt
of any Suspension Notice (provided that in no event shall such notice contain any material nonpublic information of the
Company) hereunder and shall not disclose or use the information contained in such Suspension Notice without the prior written
consent of the Company until such time as the information contained therein is or becomes public, other than as a result of disclosure
by a holder of Registrable Securities in breach of the terms of this Agreement.
10.
The Company shall indemnify and hold harmless the Purchaser, its directors and officers, partners, members, managers,
employees, agents, and representatives of such Purchaser and each person, if any, who controls the Purchaser within the meaning
of the Securities Act and the Exchange Act and any agent thereof (collectively, “Indemnified Persons”), to the
fullest extent permitted by applicable law, from and against any losses, claims, damages, liabilities, joint or several, costs
(including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest,
settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which any Indemnified Person may be involved, or is threatened to be involved, as a party or
otherwise, under the Securities Act or otherwise (collectively, “Losses”), promptly as incurred, arising out
of, based upon or resulting from any untrue statement or alleged untrue statement of any material fact contained in the Resale
Shelf (or any amendment or supplement thereto), the related prospectus, or any amendment or supplement thereto, or arise out of,
are based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; provided,
however, that the Company shall not be liable in any such case or to any Indemnified Person to the extent that any such
Loss arises out of, is based upon or results from an untrue statement or alleged untrue statement or omission or alleged omission
or so made in reliance upon or in conformity with information furnished by or on behalf of such Indemnified Person in writing specifically
for use in the preparation of the Resale Shelf, the related prospectus, or any amendment or supplement thereto. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Person, and shall
survive the transfer of such securities by the Purchaser.
11.
The Company’s obligation under paragraph (1) of this Exhibit A is subject to the Purchaser’s furnishing
to the Company in writing such information as the Company reasonably requests for use in connection with the Resale Shelf, the
related prospectus, or any amendment or supplement thereto. The Purchaser shall indemnify the Company, its officers, directors,
managers, employees, agents and representatives, and each person who controls the Company (within the meaning of the Securities
Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue statement or alleged untrue statement
of material fact contained in the Resale Shelf, the related prospectus, or any amendment or supplement thereto or any omission
or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading,
but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such Purchaser
expressly for inclusion in such document; provided that the obligation to indemnify shall be individual, not joint and several,
for each Purchaser and shall be limited to the net amount of proceeds received by such Purchaser from the sale of Registrable Securities
pursuant to the Resale Shelf.
12.
The Company shall cooperate with the Purchaser, to the extent the Registrable Securities become freely tradable, to
facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing the Registrable
Securities to be offered pursuant to a Resale Shelf and enable such certificates to be in such denominations or amounts, as the
case may be, as the Purchaser may reasonably request and registered in such names as the Purchaser may request.
13.
If requested by the Purchaser, the Company shall as soon as practicable, subject to any Suspension Notice, (i) incorporate
in a prospectus supplement or post-effective amendment such information as the Purchaser reasonably requests to be included therein
relating to the sale and distribution of Registrable Securities, including, without limitation, information with respect to the
number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other terms of the offering
of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus supplement or post-effective
amendment after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any Registration Statement if reasonably requested by the Purchaser holding any Registrable
Securities.
14.
As long as the Purchaser shall own Registrable Securities, the Company, at all times while it shall be reporting under
the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act,
and to promptly furnish the Purchaser with true and complete copies of all such filings, unless filed through the SEC’s EDGAR
system. The Company further covenants that it shall take such further action as the Purchaser may reasonably request, all to the
extent required from time to time, to enable the Purchaser to sell the Class A Shares and Warrants held by the Purchaser without
registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities
Act, including providing any legal opinions. Upon the request of the Purchaser, the Company shall deliver to the Purchaser a written
certification of a duly authorized officer as to whether it has complied with such requirements.
15.
The rights, duties and obligations of the Purchaser under this Exhibit A may be assigned or delegated by the Purchaser
in conjunction with and to the extent of any permitted transfer or assignment of Registrable Securities by the Purchaser to any
permitted transferee or assignee.
Exhibit 23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
hereby consent to the use in this Registration Statement on Form S-1, Amendment No. 1, of our report dated May 15, 2020, relating
to the balance sheet of Foley Trasimene Acquisition Corp. as of April 7, 2020, and the related statements of operations, changes
in stockholders’ equity and cash flows for the period from March 26, 2020 (inception) through April 7, 2020, and to the
reference to our Firm under the caption “Experts” in the Prospectus.
|
/s/ WithumSmith+Brown,
PC
|
|
|
|
|
|
New York, New York
|
|
|
May 15, 2020
|
|
Exhibit 99.8
CONSENT OF HUGH R. HARRIS TO BE NAMED AS
A DIRECTOR NOMINEE
Foley Trasimene Acquisition Corp. intends
to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”)
registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as
amended, the undersigned hereby consents to being named in the Registration Statement as a Director Nominee. The undersigned also
consents to the filing of this consent as an exhibit to the Registration Statement and any amendments thereto.
|
Dated: May 15, 2020
|
Signature:
|
/s/ Hugh R. Harris
|
|
|
By:
|
Hugh R. Harris
|