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Far Peak Acquisition Corporation *

Far Peak Acquisition Corporation *

Nov 16, 2020 by Roman Developer

LIQUIDATION – 2/10/23 – LINK

  • The Company anticipates that the Public Shares will cease trading as of the close of business on March 7, 2023.
    • The per-share redemption price will be approximately $10.21

The below-announced combination was terminated on 12/22/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Bullish [Terminated]

ENTERPRISE VALUE: $2.5 billion
ANTICIPATED SYMBOL: BULL

Far Peak Acquisition Corporation proposes to combine with Bullish, a technology company focused on developing financial services for the digital assets sector.

Bullish has rewired the traditional exchange to benefit asset holders, enable traders and increase market integrity. Supported by the group’s treasury, Bullish’s new breed of exchange combines deep liquidity, automated market making and industry-leading security and compliance to increase the accessibility of digital assets for investors. Bullish exchange is operated by Bullish (GI) Limited and is expected to be fully regulated.

In the coming weeks, Bullish exchange will run a private pilot program leading up to its public launch anticipated later in 2021. In the pilot program, participants will be able to test and experience the platform first-hand within a simulated market environment, testing out Bullish exchange’s proprietary innovations, including the Bullish Hybrid Order Book and Liquidity Pools which are designed to provide deep and deterministic liquidity, along with a user-friendly trading experience underpinned by industry-grade security and auditability.

During the past year, Bullish received an initial capital injection by Block.one of US$100 million and digital assets comprising of 164,000 BTC and 20 million EOS, and completed a previously announced US$300 million strategic investment round. Bullish is backed by a roster of prolific investors and leading names in the venture capital space including Peter Thiel’s Thiel Capital and Founders Fund, Alan Howard, Louis Bacon, Richard Li, Christian Angermayer’s Apeiron Investment Group, Galaxy Digital, and global investment bank Nomura.

SUBSEQUENT EVENT – 6/29/22 LINK

  • Bullish and Far Peak have agreed to further extend the outside termination date under the Agreement from July 8, 2022, to December 31, 2022, in order to facilitate the completion of the business combination.
    • Bullish has paid Far Peak an extension fee of $2.5 million, which Far Peak will use for working capital. No other changes were made to the Agreement.
    • The PIPE Investment Subscription Agreements will terminate on July 8, 2022. The consummation of the PIPE Investment is not a condition to the completion of the business combination; therefore, Bullish and Far Peak have determined to proceed with the business combination without the PIPE Investment.

SUBSEQUENT EVENT – 5/9/22 LINK

  • Bullish and Far Peak have agreed to further extend the outside termination date under the Agreement from May 9, 2022, to July 8, 2022, in order to facilitate the completion of the business combination.

SUBSEQUENT EVENT – 3/8/22 LINK

  • Bullish and Far Peak have agreed to extend the outside termination date under the Agreement from March 8, 2022, to May 9, 2022, in order to facilitate the completion of the business combination.

TRANSACTION

  • The business combination of Bullish and Far Peak has a pro forma equity value at signing of approximately US$9.0 billion at US$10 per share, to be adjusted at transaction closing based on crypto asset prices around that time.
  • The proceeds include net cash in trust of approximately US$600 million (assuming no redemptions) and US$300 million of committed private investment in public equity (“PIPE”) anchored by EFM Asset Management, with participation from funds and accounts managed by BlackRock, Cryptology Asset Group, Galaxy Digital and several other renowned institutional investors.

Far Peak - Bullish 2021-07-09

 

PIPE

  • $300 million of shares of Class A Ordinary shares of the company at $10.00 per share
  • Anchored by EFM Asset Management, with participation from funds and accounts managed by BlackRock, Cryptology Asset Group, Galaxy Digital and several other renowned institutional investors.
  • One PIPE Investor (the “Anchor Subscriber”), who has subscribed for 7,500,000 Pubco Class A ordinary shares for an aggregate purchase price of $75,000,000, has also entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Pubco and Far Peak LLC (the “Sponsor”) pursuant to which the Anchor Subscriber will purchase, for $1.00 per Warrant, from the Sponsor or the BR Investors, 3,000,000 outstanding Warrants.
  • The PIPE Investment Subscription Agreements will terminate on July 8, 2022. The consummation of the PIPE Investment is not a condition to the completion of the business combination; therefore, Bullish and Far Peak have determined to proceed with the business combination without the PIPE Investment. – LINK

SPONSOR FORFEITURE

  • The Sponsor agreed that at the closing of the Business Combination, it would
    • (A) (i) forfeit for cancellation 1,950,000 Pubco Class A ordinary shares at the closing of the Business Combination if more than 15,000,000 Class A ordinary shares of FPAC are validly tendered for redemption and not withdrawn (the “Forfeiture”), or
    • (ii) if no such Forfeiture occurs, be subject to additional lock-up restrictions with respect to such 1,950,000 Pubco Class A ordinary share (including 390,000 that will be transferred to the BR Investors), and
    • (B) Forfeit for cancellation 400,000 Warrants.

BLACKROCK SIDE LETTER

  • Pursuant to the BR Subscription Agreements, the Sponsor has agreed to transfer 1,950,000 Class B ordinary shares of FPAC (which will convert into 1,950,000 Pubco Class A ordinary shares) to the BR Investors at the price the Sponsor originally paid for such shares (which was nominal). Pursuant to the Side Letters, the BR Investors agreed that
    • (a)
      • (i) if the Forfeiture occurs, the Sponsor will convey to them 390,000 fewer Pubco Class A ordinary shares than the BR Investors otherwise would have received pursuant to the BR Subscription Agreements, and
      • (ii) if no such Forfeiture occurs, such 390,000 Pubco Class A ordinary shares will be subject to additional lock-up restrictions and
    • (b) at the closing of the Business Combination, the BR Investors will
      • (i) sell an aggregate 600,000 Warrants at a purchase price of $1.00 per Warrant to the Anchor Subscriber (comprising a portion of the 3,000,000 Warrants that the Anchor Subscriber is entitled to purchase under the Securities Purchase Agreement) and
      • (ii) forfeit for cancellation an aggregate 100,000 Warrants.

LOCK-UP

The Sponsor agrees that it shall not Transfer any Founder Shares (the “Sponsor Lock-up”) until the earliest of:

  • One year after the completion of an initial Business Combination
  • Following the completion of an initial Business Combination, the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Sponsor Lock-up Period”).
  • The closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 150 days after the Company’s initial Business Combination
  • If the Sponsor Lock-up Period would have otherwise expired prior to the date that is 180 days after the Company’s initial Business Combination, such expiration shall not be deemed effective until 180 days after the Company’s initial Business Combination.

NOTABLE CONDITIONS TO CLOSING

  • Pubco’s listing application with the NYSE having been approved and the Pubco Class A ordinary shares to be issued pursuant to the BCA having been approved for listing on the NYSE.

NOTABLE CONDITIONS TO TERMINATION

  • If the transactions have not been consummated by March 8, 2022
  • Bullish and Far Peak have agreed to extend the outside termination date under the Agreement from March 8, 2022, to May 9, 2022, in order to facilitate the completion of the business combination.
  • Bullish and Far Peak have agreed to further extend the outside termination date under the Agreement from May 9, 2022, to July 8, 2022, in order to facilitate the completion of the business combination.
  • Bullish and Far Peak have agreed to further extend the outside termination date under the Agreement from July 8, 2022, to December 31, 2022, in order to facilitate the completion of the business combination.

ADVISORS

  • Jefferies LLC is acting as exclusive financial advisor and capital markets advisor to Bullish.
  • Kirkland & Ellis is acting as U.S. legal advisor to Bullish.
  • Jefferies LLC, J.P. Morgan Securities LLC, Nomura Securities International, Inc., Berenberg Capital Markets LLC and Galaxy Digital Partners LLC are acting as co-placement agents to Far Peak on the PIPE.
  • Morgan, Lewis & Bockius LLP is acting as legal advisor to Far Peak
  • Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal advisor to Far Peak’s independent directors.
  • Latham & Watkins LLP is acting as legal advisor to the placement agents on the PIPE.

MANAGEMENT & BOARD

Executive Officers

Thomas W. Farley, 44
Chief Executive Officer, President, & Chairman of the Board

Mr. Farley is the current Chairman of the Board of Global Blue. Previously he served as Chief Executive Officer, President and Chairman of Far Point. Additionally, he served as President of the NYSE Group of ICE from May 2014 until May 2018. Mr. Farley’s responsibilities included leading all operations for the NYSE and managing a diverse range of equity and equity options exchanges, comprising the largest equities listing and securities trading venue in the world. Mr. Farley joined the NYSE in November 2013 when ICE acquired NYSE Euronext. Prior to becoming President of the NYSE in May 2014, he served as the Chief Operating Officer. Prior to joining the NYSE, Mr. Farley served as Senior Vice President of Financial Markets at ICE, where he oversaw the development of several businesses and initiatives across ICE’s markets. Mr. Farley joined ICE in 2007 as the President and Chief Operating Officer of ICE Futures U.S., formerly the New York Board of Trade. He also represented ICE on the Options Clearing Corporation Board of Directors. Prior to joining ICE, Mr. Farley was President of SunGard Kiodex, a risk management technology provider to the derivatives markets and prior thereto served as the business unit’s Chief Financial Officer and Chief Operating Officer. Mr. Farley has also held various positions in investment banking at Montgomery Securities and in private equity at Gryphon Investors. Mr. Farley holds a Bachelor of Arts degree in Political Science from Georgetown University and is a Chartered Financial Analyst.

David W. Bonanno, 38
Chief Financial Officer, Secretary and Director

Until recently (from 2018), Mr. Bonanno served as Chief Financial Officer and was a director of Far Point through its completion of its business combination with Global Blue in August 2020. From 2008 to 2020, Mr. Bonanno was a Managing Director at Third Point LLC, a New York based investment manager with $14.8 billion of assets under management as of December 31, 2019, which co-sponsored Far Point Acquisition Corp. During his twelve-year tenure at Third Point, Mr. Bonanno was responsible for analyzing and executing public and private investment opportunities across a broad range of industries including Fintech, financial services, telecommunications, energy and real estate. Additionally, Mr. Bonanno was the primary investment professional responsible for the Third Point Hellenic Recovery Fund L.P., a $750 million long term investment vehicle exclusively dedicated to illiquid growth investments in Southern Europe. Mr. Bonanno previously served as a director of Social Finance, Inc. (SoFi), Energean PLC (LSE: ENOG), Far Point Acquisition Corp (NYSE: FPAC), Hellenic Bank PCL (CSE: HB), Neptune Financial, Inc. and Tollerton Investments Limited which held a 50.3% stake in Play Communications S.A. prior to its public listing on the Warsaw Stock Exchange in July 2017. Mr. Bonanno has served as a director or executive officer for companies which have collectively issued over $30 billion in debt, more than $4 billion in equity through the public and private capital markets, and completed three initial public offerings on major US and European exchanges. Mr. Bonanno has significant experience as a director and executive officer of regulated financial service companies including businesses supervised in the United States by the FDIC, SEC, FINRA and CFPB and in Europe by the ECB. Prior to joining Third Point, Mr. Bonanno was a Private Equity Associate at Cerberus Capital Management, L.P. from 2006 to 2008 and an analyst in Restructuring and Reorganization Advisory Group at Rothschild Inc. from 2004 to 2006. Mr. Bonanno graduated cum laude from Harvard University in 2004 with an A.B. in Psychology.

Board of Directors

Stanley A. McChrystal, 66
Director

From 2018, General McChrystal served as a director of Far Point through its completion of its business combination with Global Blue in August 2020. General McChrystal is a retired United States Army General. From June 2009 to June 2010, General McChrystal served as Commander, International Security Assistance Force (ISAF) and Commander, U.S. Forces Afghanistan (USFOR-A). From August 2008 to June 2009, General McChrystal served as Director, Joint Staff and from 2003 until 2008 as Commander of the Army’s Joint Special Operations Command (JSOC). General McChrystal is the founder of the McChrystal Group LLC, a privately held global services and leadership development firm based in Alexandria, VA, and has served as its CEO since 2010. He also currently serves as a director of FiscalNote, a privately held legislative and regulatory analytics firm headquartered in Washington, D.C. He is currently an advisor to General Atomics. Within the last ten years, General McChrystal served on the boards of Knowledge International, Navistar International Corp. Siemens Government Technologies as well as JetBlue Airlines, and Deutsche Bank US Corporation, both headquartered in New York City. He served as chairperson of The Yellow Ribbon Fund, a non-profit organization committed to helping wounded veterans and their families. General McChrystal is a senior fellow at Yale University’s Jackson Institute for Global Affairs, where he teaches a course on Leadership in Operation. He is currently the chair of Service Year Alliance, a project of Be The Change and the Aspen Institute, which envisions a future in which a service year is a cultural expectation and common opportunity for every young American.

Charles Vice, 57
Director

Mr. Vice retired as Vice Chairman of ICE in 2020. Prior to that he served as ICE’s Chief Operating Officer since inception and as President since ICE’s 2005 initial public offering. As President and Chief Operating Officer, Mr. Vice worked with the executive management team in setting corporate objectives and strategies and had day-to-day responsibility for technology, operations, cyber security, and product development. For over 25 years, he has been a leader in the application of information technology in the energy and financial services industries. Prior to the founding of ICE in 2000, Mr. Vice was a Director at Continental Power Exchange (CPEX), an electronic marketplace for trading electric power. Mr. Vice earned a BS degree in Mechanical Engineering from the University of Alabama and an MBA from the Owen Graduate School of Management at Vanderbilt University. He served on the Board of Visitors at the Owen School and the Leadership Board of the University of Alabama College of Engineering where he is a Distinguished Engineering Fellow. He currently serves as Vice Chairman of the Board of MUST Ministries and resides in Atlanta, Georgia.

Nicole Seligman, 64
Director

From 2018, Ms. Seligman served as a director of Far Point through its completion of its business combination with Global Blue in August 2020. Since August 2016, Ms. Seligman has been a member of the board of Viacom, Inc. and now Viacom CBS, where she chairs the Nominating and Governance Committee. Since January 2014, Ms. Seligman has been a member of the Board of WPP PLC, where she has served as Senior Independent Director since April 2016. Since 2019, Ms. Seligman has been a member of the board of MeiraGTx. Until March 2016, Ms. Seligman served as the President of Sony Entertainment, Inc. (beginning in 2014) and of Sony Corporation of America (beginning in 2012), and as Senior Legal Counsel of Sony Group (beginning in 2014). Ms. Seligman had previously served as Executive Vice President and General Counsel of Sony Corporation from 2005 to 2014. She joined Sony in 2001 and served in a variety of other capacities during her tenure. Prior to joining Sony, Ms. Seligman was a partner in the litigation practice at Williams & Connolly LLP in Washington, D.C., where she worked on a broad range of complex civil and criminal matters and represented a wide range of clients, including President William Jefferson Clinton. Ms. Seligman joined Williams & Connolly in 1985. She served as law clerk to Justice Thurgood Marshall on the Supreme Court of the United States from 1984 to 1985 and as law clerk to Judge Harry T. Edwards at the U.S. Court of Appeals for the District of Columbia Circuit from 1983 to 1984. She graduated magna cum laude from Harvard Law School, where she was a winner of the Sears Prize.

ByRoman Developer