SCHEDULE 13D/A: Silver Lake Entities Complete Full Divestment of Global Blue Group Holding AG Stake via Tender Offer

Silver Lake-affiliated entities have fully divested their beneficial ownership in Global Blue Group Holding AG after tendering all their Ordinary and Series A Preferred Shares in a recently completed tender offer by Merger Sub.

Summary

• This document is Amendment No. 5 to the Schedule 13D filing for Global Blue Group Holding AG.
• The Reporting Persons, including Global Blue Holding L.P., SL Globetrotter, L.P., SL Globetrotter GP, Ltd., Silver Lake Technology Associates III Cayman, L.P., and Silver Lake (Offshore) AIV GP III, Ltd., ceased to beneficially own more than 5% of Global Blue Group Holding AG's outstanding shares as of July 3, 2025.
• This divestment occurred following the expiration of a tender offer by GT Holding 1 GmbH (Merger Sub) on July 2, 2025, at one minute after 11:59 p.m., New York City time.
• All conditions to the tender offer were satisfied or waived prior to its expiration.
• Cayman Holdings tendered 34,871,499 Ordinary Shares at a price of $7.50 per share and 4,939,137 Series A Preferred Shares (convertible into Ordinary Shares) at a price of $10.00 per share.
• Globetrotter tendered 91,230,811 Ordinary Shares at a price of $7.50 per share and 11,970,487 Series A Preferred Shares (convertible into Ordinary Shares) at a price of $10.00 per share.
• Following the consummation of the offer, 2,701,935 Global Blue Warrants held by Cayman Holdings and 6,548,415 Global Blue Warrants held by Globetrotter became entitled to cash consideration upon exercise and are no longer exercisable for Ordinary Shares.
• Mr. Joseph Osnoss, a director of Globetrotter GP, resigned as a member of the board of directors of Global Blue Group Holding AG following the offer's consummation.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting persons as they successfully completed their divestment through a tender offer, realizing their investment. For Global Blue, it signifies a change in major ownership, which is a neutral event in itself, but the successful completion of the tender offer indicates a smooth transition.

Positives

• The tender offer was successfully completed, allowing the Reporting Persons to fully divest their stake in Global Blue Group Holding AG.
• All conditions to the tender offer were satisfied or waived, indicating a smooth and successful transaction process.

Future Outlook

The document indicates the completion of a tender offer, resulting in the full divestment of the reporting persons' stake in Global Blue Group Holding AG. It does not provide forward-looking statements regarding Global Blue's future operations or financial performance, but rather confirms the finalization of a change in ownership structure for the divesting entities.

Industry Context

This filing reflects a significant ownership change for Global Blue Group Holding AG, with Silver Lake-affiliated entities fully divesting their stake. Such divestments often occur as private equity firms realize returns on their investments, potentially signaling a new phase of ownership and strategic direction for Global Blue under Shift4 Payments, Inc. This transaction aligns with broader M&A trends in the payments and tax-free shopping sectors, where consolidation and strategic partnerships are common.

Management Changes

Related Party Transactions

• The transaction involves entities affiliated with Silver Lake (the reporting persons) tendering shares to Merger Sub (GT Holding 1 GmbH), which is related to Shift4 Payments, Inc. This represents a divestment transaction between parties that were previously related through ownership.

Stakeholder Impact

• Shareholders (Reporting Persons): Successfully divested their entire stake, realizing their investment.
• Shareholders (Other): Those who tendered shares received the offer consideration. The change in major ownership may impact the company's future strategic direction.
• Management/Board: Mr. Joseph Osnoss, a director associated with the divesting entity, resigned from the board.

Next Steps

• Merger Sub will promptly pay the Offer Consideration for all validly tendered and not withdrawn shares.
• Global Blue Warrants are now entitled to cash consideration upon exercise.

Key Dates

Keywords

Global Blue Group Holding AG, Schedule 13D, Tender Offer, Share Divestment, Silver Lake, GT Holding 1 GmbH, Shift4 Payments, Ordinary Shares, Series A Preferred Shares, Warrants, Beneficial Ownership Change, SEC Filing