INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Subscription Agreement
On
September 28, 2022, Signa Sports United N.V., a Dutch public limited liability company (formerly SIGNA Sports United B.V., a Dutch limited liability company, the “Company”) entered into a subscription agreement (the “Subscription
Agreement”) with SIGNA Holding GmbH, an Austrian limited liability company (the “Subscriber”) to issue EUR 100,000,000.00 aggregate principal amount of convertible bonds (the “Convertible Bonds”) to Subscriber. The
Convertible Bonds mature on October 4, 2028 and are divided into bonds in bearer form with a principal amount of EUR 1,000,000.00 each. The Convertible Bonds bear interest payable quarterly (“Quarterly Interest”) as well as accrued
interest (“PIK Interest”). Interest is payable from October 4, 2022, at a rate of three-month EURIBOR plus 4% per annum (which will increase to 5% per annum and 6% per annum on October 4, 2026 and October 4, 2027
respectively). PIK Interest accrues from October 4, 2022 at a rate of 7% per annum (which will increase to 8% per annum and 9% per annum on October 4, 2026 and October 4, 2027, respectively) as if it were payable quarterly in arrears
on each interest payment date.
Bondholders may convert the Convertible Bonds at any time into fully paid ordinary shares of the Company
with a nominal value of € 0.12 each. The initial conversion price for the Convertible Bonds is EUR 10.3686.
Bondholders have
the right to increase the principal amount of the Convertible Bonds by an additional aggregate principal amount of up to EUR 200,000,000.00 as of closing of the convertible bond issuance and until and including September 30, 2023 in one or more
tranches with minimum denominations of EUR 1,000,000.00.
A copy of the Subscription Agreement is filed with this Report on Form 6-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing descriptions of the Convertible Bonds and the Subscription Agreement are qualified in their entirety by reference thereto.
The Company offered and sold the Convertible Bonds in reliance on the exemption from registration provided by Section 4(a)(2) of the
Securities Act. The Ordinary Shares issuable upon conversion of the Convertible Bonds, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
Amended and Restated Earn-Out Agreement
As previously disclosed, on June 10, 2021, the Company, SIGNA International Sports Holding GmbH, a German limited liability company (the
“Original Holder”) and Yucaipa Acquisition Corporation, a Cayman Islands exempted company (“Yucaipa”) entered into an earn-out agreement (the “Original
Earn-Out Agreement”), pursuant to which, among other things, the Company issued to the Original Holder 51,000,000 new ordinary shares of the Company (the “Earnout Shares”) that were to vest (in
whole or in part) upon, among other things, the achievement of certain earn-out thresholds prior to the fifth anniversary of December 14, 2021 (the “BCA Closing Date”), on the terms and subject
to the conditions set forth in the Original Earn-Out Agreement.
On September 28, 2022, the
Company, Olympics I Merger Sub, LLC, a Cayman Islands limited liability company and the surviving entity following the merger between Olympics I Merger Sub and Yucaipa at the BCA Closing, and SIGNA Sport Projektbeteiligung AG, a Swiss stock
corporation (the “Current Holder”) entered into the Amended and Restated Earn-Out Agreement, pursuant to which, among other things, the parties thereto agreed to amend and restate the Original Earn-Out Agreement to (i) extend the vesting period for the Earnout Shares from five years from the BCA Closing Date to ten years from the BCA Closing Date and (ii) provide the Current Holder with the
ability to transfer the Earnout Shares to any third party that provides financing, directly or indirectly, to the Company, in each case, on the terms and subject to the conditions set forth therein.
A copy of the Amended and Restated Earn-Out Agreement is filed with this Report on Form 6-K as Exhibit 10.2 and is incorporated herein by reference, and the foregoing description of the Amended and Restated Earn-Out Agreement is qualified in its entirety by
reference thereto.
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