Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Global Blue Group Holding AG (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
H33700107 (CUSIP Number) |
Laura Torrado c/o Knighthead Capital Management, LLC, 280 Park Avenue, 22nd Floor New York, NY, 10017 (212) 356-2900 Tom LaMacchia c/o Certares Management LLC, 350 Madison Avenue, 8th floor New York, NY, 10017 (212) 624-2940 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | H33700107 |
| 1 |
Name of reporting person
CK Opportunities Wolverine S.a r.l | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | H33700107 |
| 1 |
Name of reporting person
CK Opportunities Fund I, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | H33700107 |
| 1 |
Name of reporting person
CK Opportunities GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| CUSIP No. | H33700107 |
| 1 |
Name of reporting person
Certares Opportunities LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | H33700107 |
| 1 |
Name of reporting person
Knighthead Opportunities Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares | |
| (b) | Name of Issuer:
Global Blue Group Holding AG | |
| (c) | Address of Issuer's Principal Executive Offices:
ZURICHSTRASSE 38, BRUTTISELLEN,
SWITZERLAND
, 8306. | |
Item 1 Comment:
Explanatory Note This Amendment No. 2 (the "Amendment No. 2") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on June 21, 2022, as amended by Amendment No.1 filed with the SEC on February 19, 2025 (as amended, the "Schedule 13D") related to the ordinary shares (the "Ordinary Shares") of Global Blue Group Holding AG, a stock corporation (Aktiengesellschaft) incorporated under Swiss law (the "Issuer"), with its registered office in Zurichstrasse 38, 8306 Bruttisellen, Switzerland. The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Pursuant to the terms of the Transaction Agreement (the "Transaction Agreement"), dated as of February 16, 2025, entered into by and between the Issuer and Shift4 Payments, Inc. ("Shift4") and, from and after its execution and delivery of a joinder thereto on February 25, 2025, GT Holding 1 GmbH, a Swiss limited liability company ("Merger Sub"), Merger Sub commenced a tender offer (the "Offer") on March 21, 2025 to purchase all of the issued and outstanding shares in the Issuer. One minute after 11:59 p.m., New York City time, on July 2, 2025, the Offer and any withdrawal rights in connection therewith expired. Prior to the expiration of the Offer all conditions to the Offer had been satisfied or waived, Merger Sub has accepted for payment and will promptly pay the Offer Consideration for all shares of the Issuer that were validly tendered and not validly wit
hdrawn in accordance with the terms of the Offer. Pursuant to the Offer (i) 9,286,969 Ordinary Shares held by CK Opportunities Wolverine were tendered in the Offer at a price per share of $7.50, and (ii) 23,124,705 Series B Preferred Shares held by CK Opportunities Wolverine that were convertible into 23,124,705 Ordinary Shares were tendered in the Offer at a price per share of $11.81. Following the consummation of the Offer, Mr. Tom Klein, a Senior Managing Director of Certares Management LLC, resigned as a member of the board of directors of the Issuer. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a) through (c) and (e) of the Schedule 13D are hereby amended and restated as follows: The information relating to the beneficial ownership of the Ordinary Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. As of the date hereof, the Reporting Persons do not beneficially own any shares of Ordinary Shares of the Issuer. | |
| (b) | See Item 5(a) above. | |
| (c) | Other than as described herein, none of the Reporting Persons has effected any transactions with respect to the Ordinary Shares in the prior sixty days. | |
| (e) | As of July 3, 2025, following the consummation of the Offer, the Reporting Persons ceased to beneficially own more than five percent of the Issuer's outstanding shares of Ordinary Shares. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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