SCHEDULE 13D
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CUSIP No. 72815L 107 |
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Page
13
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On or prior to the date of the Stock Purchase Agreement, an affiliate of Joffre paid an
aggregate of $15.0 million to an affiliate of PHUKII (the Pre-Funded Payment). Within five business days after June 26, 2022 (the Kick-Off Date), Joffre will pay an additional
$35.0 million to PHUKII (together with the Pre-Funded Payment, the Signing Payment). On a date within 30 days of the Kick-Off Date, subject to a potential maximum 30-day
extension (the Pre-Closing Date), and certain conditions, (i) Joffre will pay PHUKII approximately $1.0 billion (the
Pre-Closing Payment), minus the Signing Payment and subject to adjustment for any distributions received prior to such date, (ii) PHUKII will deliver the Sold Shares to Joffre
and (iii) Joffre will grant to PHUKII a security interest over certain assets to secure Joffres obligations for its remaining payments. Further, within 10 business days following certain additional closing conditions, including the Second
Board Appointment, as defined below (the Closing Date), Joffre will pay PHUKII approximately $773.6 million (the Closing Payment), subject to adjustment for any distributions received prior to
such date, and thereafter, Joffre will then pay approximately $222.8 million on or prior to the 12-month anniversary of the Kick-Off Date and $222.8 million on or prior to the 18-month anniversary of the Kick-Off Date.
Additionally, within two weeks of the Kick-Off Date, PHUKII
has agreed to recommend to the board of directors of Playtika (the Playtika Board) a director nominee proposed by Joffre for appointment to the Playtika board (such appointment, the Initial Board
Appointment) and immediately prior to such appointment to cause a director of Playtika affiliated with the Reporting Persons to resign from the Playtika Board. Further, prior to the Closing Date, PHUKII will recommend to the Playtika
Board a second director nominee proposed by Joffre for appointment to the Playtika Board (such appointment, the Second Board Appointment). In the event that the Playtika Board does not make the Initial Board Appointment
within two weeks of the Kick-Off Date, upon mutual termination of the Stock Purchase Agreement or upon certain breaches of the Stock Purchase Agreement by PHUKII, PHUKII will be obligated to return the Signing Payment to Joffre.
The Stock Purchase Agreement also provides that, until the earlier of the Pre-Closing Date or
termination of the agreement, if PHUKII or any of its affiliates proposes to transfer any Shares other than in open market sales or a distribution transaction, PHUKII will deliver a notice to Joffre describing the terms of the proposed sale, and
Joffre will have 15 days to elect to purchase such Shares at the same per share price and on the same terms offered by the proposed purchaser (the Right of First Refusal).
The Stock Purchase Agreement also provides for the payment by Joffre to PHUKII of certain additional amounts (the Exit Event
Payment) following a subsequent transfer by Joffre of all or a portion of the Sold Shares or a subsequent change of control. The Exit Event Payment payable to PHUKII will be 30% of the total proceeds received to Joffre in such
transaction in excess of $21.00 per share, minus certain expenses and cost of capital adjustments. The Exit Event Payment will not exceed $5.86 per share.
The Stock Purchase Agreement contains customary representations and warranties made by each of PHUKII and Joffre. Subject to certain
exceptions, PHUKII has agreed to indemnify Joffre for breaches of representations and warranties, breaches of covenants and certain other matters. The indemnification obligations provided by PHUKII to Joffre are subject to a cap on losses of the
aggregate amount paid to PHUKII, net of taxes and, with respect to certain losses, apply only if such losses exceed $100 million in the aggregate, each of which cap and basket amounts are subject to certain exceptions.
The Stock Purchase Agreement may be terminated by (i) mutual consent, (ii) by PHUKII if Joffre fails to make any of the Signing
Payment, Pre-Closing Payment or Closing Payment, (iii) by either party if the Closing Date does not occur within six months of the date of the Kick-Off Date, (iv) by either party upon uncured
material breach by the other party or upon injunction by a governmental authority or (v) by Joffre at any time prior to the Pre-Closing Date or the Closing Date.