EFTA01411077.pdf

S-1/A 1 f12015a2_globalpartner.htm AMENDMENT TO REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on July 27, 2015. Registration No. 333-204907 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Global Partner 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) 1 Rockefeller Plaza 10th floor New York, New York 10020 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Paul Zepf, Chief Executive Officer 1 Rockefeller Plaza 10th floor New York, New York 10020 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Douglas Ellenoff, Esq. Stuart Neuhauser, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Facsimile 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 EFTA01411077 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, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] Gregg A Noel, Esq. Michael J. Mies, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 525 University Avenue Palo Alto, California 94301 ME —Facsimile (I.R.S. Employer Identification Number) EFTA01411078 Non-accelerated filer (Do not check if a smaller reporting company) x Smaller reporting company CALCULATION OF REGISTRATION FEE Title of Each Class of Security Being Registered Units, each consisting of one share of common stock, $.0001 par value, and one warrant (2) Shares of common stock included as part of the units (3) Warrants included as part of the units (3) Total Amount Being Registered Proposed Maximum Offering Price per Security (1) 15,525,000 $ 15,525,000 15,525,000 10.00 $ Proposed Maximum Aggregate Offering Price (1) 10.00 $ $ 155,250,000 $ 155,250,000 $ Amount of Registration Fee(5) 18,041 - (4) - (4) 18,041 (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 2,025,000 units, consisting of 2,025,000 shares of common stock EFTA01411079 and 2,025,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over- allotments, if any. (3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. 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 fi led 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 July 27, 2015 Preliminary Prospectus GLOBAL PARTNER ACQUISITION CORP. $135,000,000 13,500,000 Units Global Partner Acquisition Corp. is a newly organized blank check company 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, which we refer to throughout this prospectus as our initial business combination. We have not identified 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. 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 common stock and one warrant. Each warrant entitles the holder thereof to purchase one half of one share of our common stock at a price of $5.75 per half share, subject to adjustment as described in this prospectus. Warrants may be exercised only for a whole number of shares of common stock. 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 common stock to be issued to the warrant holder. As a result, warrant holders not purchasing an even number of warrants must sell any odd number of warrants in order to obtain full value from the fractional interest that will not be issued. The warrants will become exercisable on the later of 30 days EFTA01411080 after the completion of our initial business combination and 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriters a 45-day option to purchase up to an additional 2,025,000 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 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 http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411081 trust account described below as of two business days prior to the consummation of our initial business combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding shares of common stock that were sold as part of the units in this offering, which we refer to collectively as our public shares, subject to the limitations described herein. If we are unable to complete our business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a pershare price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable) divided by the number of then outstanding public shares, subject to applicable law and as further described herein. Our sponsor, Global Partner Sponsor I LLC (which we refer to as our "sponsor" throughout this prospectus) has committed to purchase an aggregate of 11,600,000 warrants (or 12,815,000 warrants if the over- allotment option is exercised in full) at a price of $0.50 per warrant ($5,800,000 in the aggregate, or $6,407,500 if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these warrants throughout this prospectus as the private placement warrants. Each private placement warrant is exercisable to purchase one-half of one share of our common stock at $5.75 per half share. Currently, there is no public market for our units, common stock or warrants. We have applied to list our units on the NASDAQ Capital Market, or NASDAQ, under the symbol "GPACU" on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on NASDAQ. The common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc. informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission, or 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. Once the securities comprising the units begin separate trading, we expect that the common stock and warrants will be listed on NASDAQ under the symbols "GPAC" and "GPACW," respectively. 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 28 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. Public offering price Underwriting discounts and commissions (1) EFTA01411082 Proceeds, before expenses, to us (1) Includes $0.30 per unit, or approximately $4,050,000 (or up to approximately $4,657,500 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. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.30 multiplied by the number of shares of common stock sold as part of the units in this offering, as described in this prospectus. Does not include certain fees and expenses payable to the underwriters in connection with this offering. See also "Underwriting" beginning on page 140 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, $135.0 million or approximately $155.25 million if the underwriters' over-allotment option is exercised in full ($10.00 per unit), will be deposited into a trust account with Continental Stock Transfer & Trust Company acting as trustee. Except for the withdrawal of interest to pay taxes, our amended and restated certificate of incorporation will provide that none of the funds held in trust will be released from the trust account until the earlier of (i) the completion of our initial business combination or (ii) the redemption of our public shares if we are unable to complete 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 , 2015. Deutsche Bank Securities I-Bankers Securities, Inc. , 2015 You should rely only on the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. 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. TABLE OF CONTENTS Page http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411083 Per Unit $10.00 $0.60 $9.40 Total $135,000,000 $8,100,000 $126,900,000 EFTA01411084 Summary 1 Summary Financial Data Risk Factors Cautionary Note Regarding Forward-Looking Statements Use of Proceeds Dividend Policy Dilution Capitalization Management's Discussion and Analysis of Financial Condition and Results of Operations Proposed Business Management Principal Stockholders Certain Relationships and Related Party Transactions Description of Securities Certain United States Federal Income Tax Considerations Underwriting Legal Matters Experts Where You Can Find Additional Information Index to Financial Statements SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. 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, references to: • "we," "us," "company" or "our company" are to Global Partner Acquisition Corp.; • "public shares" are to shares of our 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 initial stockholder and members of our management team to the extent our initial stockholder and/or members of our management team purchase public shares, provided that each initial stockholder's and member of our management team's status as a "public stockholder" shall only exist with respect to such public shares; • "management" or our "management team" are to our executive officers and directors; • "sponsor" or "initial stockholder" are to Global Partner Sponsor I LLC, a Delaware limited liability company, the sole managing member of which is Paul Zepf, our Chief Executive Officer and a director, and whose other members include our directors, director nominees and EFTA01411085 advisors; • "sponsor team" is to certain members of our sponsor who will be acting as our advisors, including David Chamberlain, Neal Goldman and Michael Johnston; • "combined team" is to our management team and sponsor team, collectively; • "founder shares" refer to shares of our common stock initially purchased by our sponsor in a private placement prior to this offering; and • "private placement warrants" are to the warrants issued to our sponsor in a private placement simultaneously with the closing of this offering. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. General We are a newly organized blank check company incorporated in May 2015 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] 27 28 56 57 61 62 64 65 72 102 114 117 119 132 140 147 147 147 F-1 EFTA01411086 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 business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with respect to identifying any business combination target. We intend to focus our efforts on seeking and completing an initial business combination with a company that has an enterprise value of between $300 million and $1.5 billion, although a target entity with a smaller or larger enterprise value may be considered. While we may pursue an acquisition opportunity in any business industry or sector, we intend to capitalize on the ability of our combined team to identify, acquire and operate a business following the initial business combination. We believe that the characteristics and capabilities of our combined team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination and bring value to the business post- business combination. Not only does our combined team bring a combination of operating, investing, financial and transaction experience, but they have also worked together previously on multiple private equity investments, consulting assignments and boards of directors. 1 Our management team is led by William Kerr, our Chairman, Paul Zepf, our Chief Executive Officer and a director, and Andrew Cook, our Chief Financial Officer, and will be complemented by a broader team of seasoned executives which comprises our sponsor team. • William Kerr, Chairman: Mr. Kerr is a Partner of Eaglepoint Advisors ("Eaglepoint"), a consulting firm that works primarily with middle-market retail, consumer goods, media, technology and industrial companies and their constituencies. From 1991 until January 2010, Mr. Kerr played a key leadership role in Meredith Corporation (NYSE: MDP), a diversified media company, as both Executive Vice President and Chief Executive Officer and later as non-executive chairman. Under his leadership Meredith Corporation was transformed from a low growth/low margin business into a high performance organization that was noted for its integrated and digital marketing programs as well as its legacy offerings. Its acquisition of the Gruner & Jahr US properties made Meredith the preeminent player in the women's service field. Under his leadership, Meredith shares rose from approximately $4 per share to approximately $50 per share by his retirement as Chief Executive Officer in EFTA01411087 June 2006. From January 2010 through January 2013, Mr. Kerr served as Chief Executive Officer of Arbitron, Inc., a leading media and marketing services firm. He assumed the Chief Executive Officer position from his role as an independent director when the company faced a managerial crisis. He led the sale of the company to Nielsen for $48 per share, more than doubling its valuation under his leadership. Mr. Kerr currently serves of the boards of directors of The Interpublic Group and Penton Media. Earlier in his career, he was a consultant at McKinsey and a Vice President of The New York Times Company. • Paul Zepf, Chief Executive Officer and director: From February 2014 to June 2015, Mr. Zepf was a Managing Director and Head of Strategic Initiatives at Golub Capital LLC ("Golub Capital"). Prior to joining Golub Capital, from March 2005 to February 2014, Mr. Zepf was a managing principal of Corporate Partners II Ltd, a Lazard-sponsored private equity fund formed to acquire significant stakes in public and private companies. The Corporate Partners funds focused on making privately negotiated minority stake and control investments in companies in need of capital for balance sheet repair, growth capital, or consolidations/acquisitions. Following the February 2009 spin- off of Corporate Partners from Lazard, Mr. Zepf also served as managing principal of Corporate Partners Management LLC until February 2014. Prior to that, from 2001 to 2009, he was also co-head of Lazard North American Private Equity, and, from 2001 to 2005, a managing director of Lazard LLC. Mr. Zepf was a managing principal of Lazard Alternative Investments from 2005 to 2009 and of Lazard Capital Partners from 2001 to 2009. Previously, from 1998 to 2001, Mr. Zepf was a managing director of Corporate Partners I and of Centre Partners, a middle market private equity firm. He started his career in the Merchant Banking Department at Morgan Stanley & Co. in 1987. Mr. Zepf is currently a member of the board of directors of Ironshore Ltd, a global specialty property casualty insurance company, since December 2006 • Andrew Cook, Chief Financial Officer: Mr. Cook is currently a director and Audit Committee Chairman of Blue Capital Reinsurance Holdings Ltd (NYSE: BCRH). He is also a director and Investment Committee Chairman of GreyCastle Life Reinsurance (SAC) Ltd. a Bermuda based entity that participates in the life reinsurance run-off space. He served as President of Alterra Bermuda Ltd. from EFTA01411088 2010 to 2013, in addition to his position as EVP — Business Development. Previously, Mr. Cook served as Chief Financial Officer of Harbor Point Ltd. from 2006 until its merger with Max Capital Corp., the combination forming Alterra Capital Holdings Ltd. He also served as Deputy Chairman, President and Chief Financial Officer of Harbor Point Re Ltd. While at Alterra, Mr. Cook was President and Chief Executive Officer of the New Point Limited sidecar vehicles. From 2001 to 2006, Mr. Cook was the http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/ f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411089 founding Chief Financial Officer of Axis Capital Holdings Ltd. Prior to that, he served as founding Senior Vice President and Chief Financial Officer of LaSalle Re Holdings, Ltd. Mr. Cook qualified as a Canadian Chartered Professional Accountant in 1986. 2 In addition, our combined team includes our director nominees and advisors, set forth below: • Pano Anthos, director nominee: Mr. Anthos is a partner of Eaglepoint, where he leads the digital transformation practice and consults to a number of leading private equity firms and their portfolio companies in the e-commerce, retail, publishing, education and telecommunications sectors. He has over 25 years of technology CEO and founder experience, having built new businesses in B2B and B2C markets across Web, social, mobile and gaming platforms. Mr. Anthos has consulted with over 200 Fortune 500 companies, partnered with leading technology and media companies such as Oracle and Conde Nast, and provided mobile and gaming applications to tens of millions of users. • David Chamberlain, advisor: Mr. Chamberlain is a managing partner of Eaglepoint. He has over 15 years of Chief Executive Officer experience, having led three NYSE-listed companies—Stride Rite, Genesco and Shaklee. He substantially increased shareholder value at each firm, and we believe is recognized for his ability to rapidly change failed cultures and improve results. Mr. Chamberlain also held senior management positions at Nabisco Brands and Quaker Oats. • Gary DiCamillo, director nominee and proposed Vice Chairman of our Board: Mr. DiCamillo is a managing partner of Eaglepoint. He has over 29 years of senior management and Chief Executive Officer experience, having been President and Chief Executive Officer of TAC Worldwide (now Advantage Resourcing), a $1.5 billion revenue staffing and outsourcing company; Chairman and Chief Executive Officer of Polaroid Corporation; President of Black & Decker (DEWALT) Power Tools; and General Manager of Culligan Inc. • Neal Goldman, advisor: Mr. Goldman is a partner of Eaglepoint and a limited partner in CommonAngels Ventures. Mr. Goldman has over 25 years of senior management experience, at the intersection of legal and business. Mr. Goldman was the chief legal and regulatory officer of Skype and played a lead role in the sale of Skype to Microsoft for more than $8 billion. He was also the Executive Vice President and chief legal and administrative officer of 3Com and played EFTA01411090 a lead role in the sale of 3Com to Hewlett Packard Company for more than $3 billion. • Michael Johnston, advisor: Mr. Johnston is a partner of Eaglepoint. Mr. Johnston brings over 30 years of experience in the global industrial sector, ranging from aerospace and automotive engineering to appliance manufacturing. As Chief Executive Officer of Visteon Corporation, he led restructuring activities to exit uncompetitive product lines and manufacturing operations. Mr. Johnston also served as Corporate President of e-Business of Johnson Controls, Inc. Mr. Johnston currently serves on the boards of Whirlpool, Dover Corp. and Armstrong World Industries. • Jeffrey Weiss, director nominee: Mr. Weiss has been an investment banker and corporate executive at public and private companies for more than 30 years. For 24 years, through 2014, he was the founder, Chairman and Chief Executive Officer of DFC Global, an international financial services company with over $1.3 billion in revenues. DFC became the largest global provider of retail and internet financial services to the under-banked market, having revenues of more than $1.3 billion when sold to Lone Star Partners in 2014. We believe the combined team possesses the core characteristics of an ideal team for a special purpose acquisition corporation. This combined team is a mix of what we view to be successful dealmakers or operators, with experience across multiple deal types, including complicated special situations and as senior operators across a variety of businesses and industries, having completed more than 125 transactions collectively. This combined team has built a meaningful proprietary deal sourcing network in a wide range of industries and 3 business lines that should allow us to source deals that other investors could not. Through these endeavors, this combined team has what we believe is a long standing track record of value creation, both as investors and for investors, across the gamut of private equity or direct public and private company investing. Our network and current affiliations across the team will allow us to lean heavily on an existing infrastructure of resources that will assist in due diligence, underwriting and ultimately structuring an acquisition. We may also leverage our http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411091 network of third party advisors as needed. With respect to the foregoing examples, past performance by our management team or sponsor team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. Furthermore, in considering any past performance information contained herein, you should bear in mind that actual returns depend on, among other factors, future operating results, the value of the investments and market conditions at the time of disposition, any related transaction costs and the timing and manner of sale, all of which may differ from the assumptions on which the overall performance of any prior investments are based. Business Strategy and Sourcing of Targets Our acquisition and value creation strategy will be to identify, acquire and, after our initial business combination, to build a company in an industry that complements the experience and expertise of our combined team. Our acquisition selection process will leverage their deep, broad and trusted network of industry, private equity sponsor and lending community relationships as well as their relationships with public and private companies at a board and management level, investment bankers, consultants, attorneys and accountants. We believe this should provide us with a breadth of business combination opportunities as well as opportunities for improving the target's business post-merger. Their capabilities include both deep and diverse strengths, as set forth in the diagrams below: 4 http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411092 Over the course of their careers, our combined team members have developed an extensive network of contacts and corporate relationships, which we intend to use to source business combination targets that will not be subject to highly competitive auctions. We expect this network to provide our management team with a robust and consistent flow of investment opportunities. Upon completion of this offering, members of our combined team intend to communicate with their 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 promising leads. The experience and capabilities of our combined team should allow us to drive growth in shareholder value following the business combination. The prior experience of the members of our combined team includes working with companies and increasing value for all stakeholders at the senior management level, as consultants, as board members and as constructive minority stake shareholders. We intend to focus our search for business combination targets across a range of industry sectors, in which our combined team has deep knowledge and experience. We believe our investing/deal and senior management operating expertise across multiple industry verticals will give us a sizable addressable universe of potential targets to which we can credibly analyze and enhance value and will, as a result, maximize our potential to complete a business combination in a timely manner and having that entity perform well post-merger. Multiple members of our combined team have experience in each of the following industry sectors, as more fully described in the "Proposed Business" section: • Technology; • Media; • Industrials; • Consumer/Retail; and • Financial Services. 5 We believe the owners of businesses including private equity firms, and management teams will view the combined expertise, diversity of backgrounds and collective track record of our combined team's deal sourcing, execution and management capabilities as a positive attribute contributing to our ability to identify attractive acquisition opportunities and structure and complete a successful business combination. Acquisition Criteria Consistent with this strategy, we have identified the following general criteria and guidelines that we EFTA01411093 http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411094 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 seek to acquire companies exhibiting the characteristics below, as more fully described in the "Proposed Business" section: • Value-Added Capital For Growth And/Or Consolidation Opportunities; • Operational Improvements; • Deleveraging; • "Partnership" Sale; and • Limited Liquidity Options. We may or may not consummate our business combination with a company that exhibits all or any of the qualities above. 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 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 members of our management team or their affiliates. In the event we seek to complete our initial business combination with a company that is affiliated with our management team or their affiliates, we, or a committee of independent directors, will obtain an opinion from an independent accounting firm or an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, that our initial business combination is fair to our company from a financial point of view. Members of our management team may directly or indirectly own our common stock and 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, directors and director nominees 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 was included by a target business as a condition to any agreement with respect to our initial business combination. We currently do not have any specific business combination under consideration. Our officers, directors and director nominees have neither individually identified nor considered a target business nor have they had any discussions regarding possible target businesses amongst themselves or EFTA01411095 with our underwriter or other advisors. 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. Additionally, we have not, nor has anyone on our behalf, taken any measure, directly or indirectly, to identify or locate any suitable acquisition candidate, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. Each of our officers, directors and director nominees presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant 6 to which such officer or director is 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 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, and only present it to us if such entity rejects the opportunity. 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 amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director 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. Our executive officers, directors and director nominees have agreed, pursuant to a written letter agreement, not to participate in the formation of, or become an officer or director of, any other blank check company until we have entered into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination within 24 months after the closing of this offering. None of our officers or directors has been involved with any blank check companies or special purpose acquisition corporations in the past. The NASDAQ rules require that our initial business combination must be with one or more target http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411096 businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) 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 accounting firm or an independent investment banking firm that is a member of FINRA, with respect to the satisfaction of such criteria. We do not intend to purchase multiple businesses in unrelated industries in connection with our initial business combination. 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 posttransaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of 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, or 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 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 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 EFTA01411097 80% of net assets test will be based on the aggregate value of all of the target businesses. 7 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 Securities Exchange Act of 1934, as amended, or 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 consummation of our business combination. We are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or 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, or 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 $1.0 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th EFTA01411098 and (2) the date on which we have issued more than $1.0 billion in non - convertible debt during the prior threeyear period. References herein to "emerging growth company" shall have the meaning associated with it in the JOBS Act. Our executive offices are currently located at 1 Rockefeller Center, 10th Floor, New York, New York 10020 and our telephone number is http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411099 8 The Offering In making your decision 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" beginning on page 28 of this prospectus. Securities offered 13,500,000 units, at $10.00 per unit, each unit consisting of: • one share of common stock; and • one warrant to purchase one-half of one share of common stock. Proposed NASDAQ symbols Units: "GPACU" Common Stock: "GPAC" Warrants: "GPACW" Trading commencement and separation of common stock and warrants The units will begin trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Deutsche Bank Securities Inc. informs us of its 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 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 common stock and warrants. Separate trading of the common stock and warrants is prohibited until we have filed a Current Report on Form 8-K In no event will the 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, which is anticipated to take place three business days from the date of this prospectus. 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. EFTA01411100 9 Units: Number outstanding before this offering 0 http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411101 Number outstanding after this offering Common stock: Number outstanding before this offering Number outstanding after this offering Warrants: Number of private placement warrants to be sold in a private placement simultaneously with this offering Number of warrants to be outstanding after this offering and the private placement Exercisability 3,881,250 16,875,000 (1) 13,500,000 (1) 11,600,000 (2) 25,100,000 (2) Each warrant offered in this offering is exercisable to purchase onehalf of one share of our common stock. Warrants may be exercised only for a whole number of shares of common stock. 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 common stock to be issued to the warrant holder. As a result, warrant holders not purchasing an even number of warrants must sell any odd number of warrants in order to obtain full value from the fractional interest that will not be issued. We structured each warrant to be exercisable for one-half of one share of our common stock, as compared to warrants issued by some other similar blank check companies which are 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 merger partner for target businesses. (1) Assumes no exercise of the underwriters' over-allotment option and the forfeiture by our sponsor of 506,250 founder shares so that our initial stockholder's founder shares represent 20% of the number of shares of common stock outstanding immediately following our offering. (2) Assumes no exercise of the underwriter's overallotment option and no purchase by our sponsor and its affiliates of up to an additional $607,500 of private placement warrants as a result. 10 Exercise price Exercise period $5.75 per half share ($11.50 per whole share), subject to adjustments EFTA01411102 as described herein. The warrants will become exercisable on the later of: • 30 days after the completion of our initial business combination, and http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411103 • 12 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 common