EFTA Document EFTA01411077

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 allotments, if any. (3) Pursuant to Rule 416, there number of additional securities prevent dilution resulting from transactions. (4) No fee pursuant to Rule 457(g). (5) Previously paid. The Registrant hereby amends this Registration dates as may be necessary to delay its effective date until the registrant shall file a further specifically states that this Registration Statement shall thereafter become effective in accordance with Section Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this prospectus is not complete and may be may not sell these securities until the registration statement fi led with the Securities and Exchange Commission This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities 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 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 identified any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly 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 be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. If, 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 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 cover over- are also being registered an indeterminable as may be issued to stock splits, stock dividends or similar Statement on such date or amendment which in 8(a) of the the Securities changed. We is effective. any check company not may or upon an 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 Lazard North American Private Equity, and, from 2001 to 2005, a was a managing principal of Lazard Alternative Investments Partners from 2001 to 2009. Previously, from 1998 to 2001, Mr. 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 2001 to 2009, he was also co-head of managing director of Lazard LLC. Mr. Zepf from 2005 to 2009 and of Lazard Capital Zepf was a managing director of Corporate 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 team or sponsor team is not a guarantee either (i) of success with respect to any we may consummate or (ii) that we will be able to locate a suitable candidate for our combination. Furthermore, in considering any past performance information contained herein, you should actual returns depend on, among other factors, future operating results, the value of the market conditions at the time of disposition, any related transaction costs and the timing sale, all of which may differ from the assumptions on which the overall performance of any prior 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 trusted network of industry, private equity sponsor and lending community relationships as relationships with public and private companies at a board and management level, investment 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] by our management business combination initial business bear in mind that investments and and manner of investments are their deep, broad and well as their bankers, consultants, 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 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). We are not registering the shares of 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 fifteen (15) business days after the closing of our initial business combination, we will use our best efforts to file with the SEC and have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants, and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed; provided, that if our common stock is 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. 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 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 $8.01 per warrant; 11 • upon a minimum of 30 days' prior written notice of redemption, which we refer to as the 38-day redemption period; and • if, and only if, the last sale price of our common stock equals or exceeds $24.00 per share for any 20 trading days within a 30trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. We will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants become redeemable by us, we may exercise our redemption right http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411104 EFTA01411105 even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a "cashless basis." In determining whether to require all holders to exercise their warrants on a "cashless basis," our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of common stock issuable upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the "fair market value" (defined below) by (y) the fair market value. The "fair market value" shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please see the section entitled "Description of Securities—Warrants—Public Stockholders' Warrants" for additional information. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. 12 Founder shares In May 2015, our sponsor purchased an aggregate of 3,881,250 founder shares for an aggregate purchase price of $25,000, or approximately $0.006 per share. To the extent the underwriter's overallotment option is unexercised, our initial stockholder may forfeit up to 506,250 founder shares so that its remaining founder shares would represent 20.0% of the outstanding shares of common stock upon completion of this offering (assuming it does not purchase any units in this offering). Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial stockholder prior to this offering at 20.0% of our issued and outstanding shares of our common stock upon the consummation of this offering. Our initial stockholder will own 20.0% of our issued and outstanding shares after this offering (assuming it does not purchase any units in this offering). The founder shares are identical to the shares of common stock included in the units being sold in this offering, except that: EFTA01411106 • the founder shares are subject to certain transfer restrictions, as described in more detail below, and http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411107 • our initial stockholder, officers, directors and director nominees have entered into letter agreements with us, a form of which has been filed as an exhibit to the registration statement of which this prospectus forms part, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in connection with the completion of our initial business combination and (ii) to waive their rights to liquidating distributions from the trust account with respect to their founder shares if we fail to 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 fail to complete our business combination within the prescribed time frame). If we submit our initial business combination to our public stockholders for a vote, our initial stockholder has agreed to vote its founder shares and any public shares purchased during or after this offering in favor of our initial business combination. As a result, we would need only 5,062,581 of the 13,508,080 public shares, or 37.5%, sold in this offering to be voted in favor of our initial business combination in order to have such transaction approved (assuming the over-allotment option is not exercised and no shares are purchased by such parties in this offering). 13 Transfer restrictions on founder shares Our initial stockholder has agreed not to transfer, assign or sell any of its founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after our initial business combination that results in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under "Principal Stockholders—Transfers of Founder Shares and Private Placement Warrants"). We refer to such transfer restrictions throughout this prospectus as the lock-up. Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.08 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 158 days after our initial business combination, the founder shares will be released from the lock-up. Private placement warrants Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 11,680,800 private placement warrants (or 12,815,000 if the over-allotment option is exercised in full), each exercisable to purchase one-half of one share of our common stock at $5.75 per half share, at a price of $0.50 per warrant ($5,800,000 in the aggregate or $6,407,500 in the aggregate if the over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. The purchase price of the private placement warrants will be added to the proceeds from EFTA01411108 this offering to be held in the trust account. If we do not complete our initial business combination within 24 months from the closing of this offering, the proceeds of the sale of the private placement warrants will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the private http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411109 placement warrants will expire worthless. The private placement warrants will not be redeemable by us so long as they are held by the sponsor or its permitted transferees (except as described below under "Principal Stockholders—Transfers of Founder Shares and Private Placement Warrants"). If the private placement warrants are held by holders other than the sponsor or its 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 sponsor, or their permitted transferees, has the option to exercise the private placement warrants on a cashless basis. 14 Transfer restrictions on private placement warrants The private placement warrants (including the 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. Proceeds to be held in trust account The rules of NASDAQ provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. Of the $140.8 million in proceeds we will receive from this offering and the sale of the private placement warrants described in this prospectus, or approximately $161.658 million if the underwriters' over-allotment option is exercised in full, $135.0 million ($10.00 per unit), or approximately $155.25 million ($10.00 per unit) if the underwriters' over-allotment option is exercised in full, will be deposited into a segregated trust account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and $1.75 million will be used to pay expenses in connection with the closing of this offering and for working capital following this offering. The trustee, upon our written instructions, will direct Deutsche Bank Trust Company Americas as Depositary (or such other depositary bank designated by us) to invest the funds as set forth in such written instructions and to custody the funds while invested and until otherwise instructed. The proceeds to be placed in the trust account include approximately up to $4,050,000 (or approximately up to $4,657,500 if the underwriters' over-allotment option is exercised in full) in deferred underwriting commissions. Except for the withdrawal of interest to pay taxes, our amended and restated certificate of incorporation, as discussed below and subject to the requirements of law and stock exchange rules, will provide that none of the funds held in the trust account will be released from the trust account until the earlier of (i) the completion of our initial business combination and (ii) the redemption of 100% of our public shares if we are unable to complete our initial business combination within 24 months from the closing of this offering. Based on current interest rates, we do not expect that interest earned on the trust account will be sufficient to pay taxes. 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 EFTA01411110 stockholders. Anticipated expenses and funding sources Unless and until we complete our initial business combination, no proceeds held in the trust account will be available for our use, http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411111 except for the withdrawal of interest to pay taxes. Based upon current interest rates, we expect the trust account to generate approximately $25,000 of interest annually (assuming an interest rate of 0.02% per year). Unless and until we complete our initial business combination, we may pay our expenses only from: 15 • the net proceeds of this offering not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering; and • any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they are under no obligation to advance funds or invest in us, and provided 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 a 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. The NASDAQ rules require that our initial business combination must be with one or more target 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. We do not intend to purchase multiple businesses in unrelated industries 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. 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 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. 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. 16 EFTA01411112 Permitted purchases of http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411113 public shares 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 stockholder, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. 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 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. Subsequent to the consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non-public information and (ii) to clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary. 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 goingprivate 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. Our initial stockholder, directors, executive officers, advisors or their affiliates will not make any purchases if the purchases would violate Section 9(a)(2) or Rule lob-5 of the Exchange Act. 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 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 as of two business days prior to the consummation of our initial 17 business combination, including interest (which interest shall be net of taxes payable) 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 $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 EFTA01411114 commissions we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial stockholder, officers, directors and director nominees have entered http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411115 into letter 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 the completion of our initial business combination. 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 the law or stock exchange listing requirement. 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 28.0% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. We intend to conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC unless stockholder approval is required by law or stock exchange listing requirement or we choose to seek stockholder approval for business or other legal reasons. 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, pursuant to our 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 18 • 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 business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10'35-1 to purchase shares of our 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 a specified number of public shares, which number will be based on the requirement that we may not redeem public shares in an amount that would cause our net tangible assets to be less than EFTA01411116 $5,000,001 (so that we are not subject to the SEC's "penny stock" http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411117 rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. 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. 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: • 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 business combination. In such case, our initial stockholder has agreed to vote its founder shares and any public shares purchased during or after this offering in favor of our initial business combination and 19 our officers, directors and director nominees have also agreed to vote any public shares purchased during or after the offering in favor of our initial business combination. Each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction. Our 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 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 common stock submitted for redemption will be returned to the holders thereof. Limitation on redemption rights of stockholders holding more than 10% 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 business EFTA01411118 http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411119 combination pursuant to the tender offer rules, our 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 10% of the shares sold in this offering. 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, 20 a public stockholder holding more than an aggregate of 10% 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 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 10% 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 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 10% of the shares sold in this offering) for or against our business combination. Redemption Rights in connection with proposed amendments to our certificate of incorporation Some other blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our 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, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our common stock, subject to applicable provisions of the DGCL or applicable stock exchange rules. Our initial stockholder, who will beneficially own 20.0% of our common stock upon the closing of this offering (assuming it does not purchase any units in this offering), will participate in any vote to amend our amended and restated certificate of incorporation and/or trust EFTA01411120 agreement and will have the discretion to vote in any manner it chooses. Our sponsor, executive officers, directors and director nominees have agreed, pursuant to a letter agreement with us, a form of which has been filed as an exhibit to the registration statement of which this prospectus forms part, that they will not propose any amendment to our amended and restated certificate of incorporation http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411121 that would affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 21 24 months from the closing of this offering, unless we provide our public stockholders with the opportunity to redeem their shares of 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 (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Our initial stockholder has entered into a letter agreement with us, pursuant to which it has agreed to waive its redemption rights with respect to its founder shares and public shares in connection with the completion of our initial business combination. Release of funds in trust account on closing of our initial business combination On the completion of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts due to any public stockholders who exercise their redemption rights as described above under "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 stock 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 sponsor, executive officers, directors and director nominees have agreed that we will have only 24 months from the closing of this offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24month 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 pershare price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest 22 EFTA01411122 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 http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411123 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, 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. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our business combination within the 24-month time period. Our initial stockholder has entered into a letter agreement with us, pursuant to which it has waived its rights to liquidating distributions from the trust account with respect to its founder shares if we fail to complete our initial business combination within 24 months from the closing of this offering. However, if our initial stockholder acquires public shares in or after this offering, it (along with any of our officers, directors or affiliates who acquire public share during or after this offering) will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted 24month time frame. 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 our 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 sponsor, executive officers, directors and director nominees have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation 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, unless we provide our public stockholders with the opportunity to redeem their shares of 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 (which interest shall be net of taxes payable) divided by the number of 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). 23 Limited payments to insiders There will be no finder's fees, reimbursements or cash payments made to our sponsor, 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 held in the trust account prior to the completion of our initial business combination: • Repayment of an aggregate of up to $225,000 in loans made to us by Global Partner Sponsor I LLC, our sponsor, to cover offeringrelated EFTA01411124 and organizational expenses; • Payment to our sponsor of a total of $10,000 per month for office space, utilities and administrative support; http://www.sec.gov/Archives/edgar/data/1643953/000121390015005425/- f12015a2_globalpartner.htm[7/27/2015 8:51:37 AM] EFTA01411125 • Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; • Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers, directors and director nominees to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,500,000 of such loans may be convertible into warrants of the past business combination entity at a price of $0.50 per warrant at the option of the lender; and • We may pay a member of our combined team (or an entity affiliated with a member of our combined team) a fee for financial advisory services rendered in connection with our identification, negotiation and consummation of our initial business combination. The fee will only be payable upon closing of our initial business combination, and may be paid out of the offering proceeds deposited in the trust account. The per-share amount distributed to any redeeming stockholders upon the completion of our initial business combination will not be reduced as a result of such fee. A majority of disinterested directors will determine the nature and amount of such fee, which will be based upon the prevailing market rate for similar services negotiated at arms' length for such transactions at such time, but will in no event exceed $3,000,000 in the aggregate. Any such fee will also be subject to the review of our audit committee pursuant to the audit committee's policies and procedures relating to transactions that may present conflicts of interest. No such fee will be payable to our Chief Executive Officer. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their affiliates. 24 Audit Committee Prior to the effectiveness of this registration statement, we will have established and will maintain an audit committee which, among other things, will monitor compliance with the terms described above and the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged with the responsibility to immediately 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." Indemnification of Trust Account Paul Zepf, our Chief Executive Officer, has agreed to be liable to us if and to the extent any claims by a vendor 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 amount of funds in the trust account to below (i) $10.00 per public EFTA01411126