Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

With copies to:

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

EI is a Swiss stock corporation (Aktiengesellschaft), with its principal business address at Bärengasse 29, CH-8001 Zurich, Switzerland. The principal business of EI is to function as a holding company. Current information concerning the identity and background of the directors and officers of EI is set forth in Annex A hereto. All of the share capital of EI is held by EIH.

EIH is a Swiss stock corporation (Aktiengesellschaft), with its principal business address at Bärengasse 29, CH-8001 Zurich, Switzerland. The principal business of EIH is to function as a holding company. Current information concerning the identity and background of the directors and officers of EIH is set forth in Annex A hereto. The majority of the share capital of EIH is held by SR.

SR is an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), with its principal business address at Freyung 3, A-1010 Vienna, Austria. The principal business of SR is to function as a holding company. Current information concerning the identity and background of the directors and officers of SR is set forth in Annex A hereto. The majority of the share capital of SR is held by SRB.

SRB is an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), with its principal business address at Freyung 3, A-1010 Vienna, Austria. The principal business of SRB is to function as a holding company. Current information concerning the identity and background of the directors and officers of SRB is set forth in Annex A hereto. All of the share capital of SRB is held by AT 2020/7.

AT 2020/7 is an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), with its principal business address at Freyung 3, A-1010 Vienna, Austria. The principal business of AT 2020/7 is to function as a holding company. Current information concerning the identity and background of the directors and officers of AT 2020/7 is set forth in Annex A hereto. All of the share capital of AT 2020/7 is held by SH.

SH is an Austrian limited liability company (Gesellschaft mit beschränkter Haftung), with its principal business address at Maria-Theresien-Straße 31, A-6020 Innsbruck, Austria. The principal business of SH is to function as a holding company. Current information concerning the identity and background of the directors and officers of SH is set forth in Annex A hereto. The majority of the share capital of SH is held by SHKG.

SHKG is an Austrian limited liability partnership (Kommanditgesellschaft), with its principal business address at Maria-Theresien-Straße 31, A-6020 Innsbruck, Austria. The principal business of SHKG is to function as a holding company. Current information concerning the identity and background of the directors and officers of SHKG as well as its general partner (Komplementär) is set forth in Annex A hereto. The majority of the share capital of SHKG is held, directly and/or indirectly, by FBP.

FBP is an Austrian private trust (Privatstiftung), with its principal business address at Maria-Theresien-Straße 31, A-6020 Innsbruck, Austria. The principal business of FBP is to function as a holding company with respect to SH. FBP has an independent management board which controls its own succession, and the trustors do not have a right of revocation (Widerrufsrecht). Current information concerning the identity and background of the members of the management board of FBP is set forth in Annex A hereto. FBP controls, directly and through its participation in SHKG, the majority of the share capital of SH.

During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons’ knowledge, no person identified in Annex A, has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated as follows:

The information set forth in Items 4 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 3.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and restated as follows:

The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4.

Background and Merger Agreement

On June 10, 2021, Yucaipa Acquisition Corporation (“Yucaipa”), SIGNA Sports United GmbH (Gesellschaft mit beschränkter Haftung) and wholly owned subsidiary of the Issuer (“SSU”), SIGNA Sports United B.V. (“TopCo”), Olympics I Merger Sub, LLC (“Merger Sub”) and SISH entered into the Business Combination Agreement (the “Business Combination Agreement”), pursuant to which, on December 13, 2021, Yucaipa merged with and into Merger Sub, with Merger Sub as the surviving company in the merger (the “Merger”), and each issued and outstanding Class A ordinary share, par value of $0.0001 per share, of Yucaipa and Class B ordinary share, par value of $0.0001 per share, of Yucaipa were exchanged for a claim for a corresponding equity security in Merger Sub, which claim was contributed as a contribution in kind to TopCo in exchange for one ordinary share of TopCo (the “TopCo Ordinary Shares”). Immediately thereafter, TopCo issued TopCo Ordinary Shares, deemed to have an aggregate value of $2,462 million, to the shareholders of SSU’s capital stock immediately prior to the closing of the Business Combination (as defined below) in exchange for the contribution by such shareholders of all of the paid up shares (Geschäftsanteile) of SSU (such exchange, the “Exchange”); immediately after giving effect to the Exchange, TopCo changed its legal form to a Dutch public limited liability company and changed its name to SIGNA Sports United N.V. The Business Combination (as defined below) closed on December 14, 2021 (the “Closing Date”).

In connection with the Business Combination, (i) SISH and SISH KG received an aggregate of 166,740,623 Shares for their shares in SSU, and (ii) in accordance with the terms of the Earn-Out Agreement (as defined below), TopCo issued 51,000,000 Shares to SISH (the “Earn-Out Shares”), on the terms and subject to the conditions set forth in the Earn-Out Agreement.

In addition, in accordance with the terms of the definitive transaction agreement for the Wiggle Acquisition (as defined below), SSU consummated the acquisition of Mapil Topco Limited (the “Wiggle Acquisition”), substantially concurrently with the closing of the Business Combination. The Merger, the Exchange, the Wiggle Acquisition and the other transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Business Combination.”

Earn-Out Agreement

Concurrently with the execution of the Business Combination Agreement, SISH entered into an Earn-Out Agreement (the “Original Earn-Out Agreement”) with TopCo and Yucaipa pursuant to which, among other matters, TopCo issued or caused to be issued to SISH 51,000,000 Earn-Out Shares that will vest (in whole or in part) upon, among other things, the achievement of certain earn-out thresholds (as described below) prior to the fifth anniversary of the Closing Date.

SIGNA Holding Convertible Bond Subscription

On September 28, 2022, the Issuer entered into a convertible bond subscription agreement with SH to issue €100 million convertible bonds (“Initial Convertible Bonds”) to SIGNA Holding with a closing date on October 4, 2022, which was subsequently sold and transferred to EIH. The Initial Convertible Bonds mature on October 4, 2028 and are divided into bonds in bearer form with a principal amount of €1.0 million each. Interest is payable quarterly 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 Initial Convertible Bonds at any time into fully paid ordinary shares of the Issuer with a nominal value of €0.12 each. The initial conversion price for the Initial Convertible Bonds is €10.3686. Bondholders have the right to increase the principal amount of the Initial Convertible Bonds by an additional aggregate principal amount of up to €200.0 million as of the closing of the Initial Convertible Bonds issuance and until and including September 30, 2023 in one or more tranches with minimum denominations of €1.0 million. The Bondholders may convert the Initial Convertible Bonds into 14,574,934 ordinary shares of the Issuer in accordance with the terms and conditions of the Initial Convertible Bonds at the initial conversion price and assuming that all PIK interest is outstanding and conversion to occur on the last day of the conversion period. The issuance of the Initial Convertible Bonds to SIGNA Holding has been approved by the audit committee of the Issuer in accordance with the applicable procedures set out in the Issuer’s related party transactions policy as well as by the Issuer’s Board of Directors.

SIGNA Holding Equity Commitment Letter

On February 6, 2023, SH and the Issuer entered into an equity commitment letter (the “Equity Commitment Letter”) pursuant to which SH agreed to provide the Issuer with an equity-linked funding of an additional €130.0 million and the right of the Issuer (put right) to issue and sell additional convertible bonds to SH at the same terms and conditions as the Initial Convertible Bonds, in one or more tranches until and including September 30, 2024 for an aggregate additional principal amount of €130.0 million (“Additional Convertible Bonds”). Any subsequent exercise of the put right pursuant to the equity commitment letter will reduce, Euro for Euro, the available amount under the upsize option granted by the Issuer to SH of up to €200.0 million in connection with the issuance of the Initial Convertible Bonds. The equity commitment letter providing the Issuer with the right to issue the Additional Convertible Bonds to SH was required to address the Issuer’s precarious liquidity situation since October 1, 2022 and to provide the Issuer with a going-concern perspective until mid-February 2024. Simultaneously with signing the equity commitment letter, the Issuer entered into an amendment agreement to the RCF I with SH on February 6, 2023 (the “RCF I Amendment”). The purpose of the RCF I Amendment is to provide the Issuer with a bridge financing in the amount of up to €50.0 million until the respective tranches under the Additional Convertible Bonds have been issued and settled. Any amounts drawn under the additional €50.0 million in funding available to the Issuer under the amended RCF I will be repaid by issuing Additional Convertible Bonds in accordance with the terms and conditions of the equity commitment letter to SH. The entering into the equity commitment letter with SH and the Company’s right to issue the Additional Convertible Bonds to SH as required has been approved by the audit committee of the Issuer in accordance with the applicable procedures set out in the Issuer’s related party transactions policy as well as by the Board of Directors.