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BFT Foley Trasimene Acquisition II

Filed: 27 Aug 20, 4:21pm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. __)*
 
 
Foley Trasimene Acquisition II
(Name of Issuer)
 
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
 
344328208
(CUSIP Number)
 
Foley Trasimene Acquisition II
1701 Village Center Circle
Las Vegas, NV 89134
(702) 323-7330
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
August 19, 2020
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
[   ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[   ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).








CUSIP Number:  344328208




1
NAMES OF REPORTING PERSONS
 
MFN Partners, LP
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH5
SOLE VOTING POWER
 
 
10,000,000
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
10,000,000
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,000,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.7% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
PN
(1) The percentage reported in Item 11 is based upon 130,000,000 shares of Class A Common Stock of the Issuer outstanding as reported in the Issuer’s Form 424(b)(4) prospectus filed with the Securities and Exchange Commission on August 20, 2020.







2

CUSIP Number:  344328208





1
NAMES OF REPORTING PERSONS
 
MFN Partners GP, LLC
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH5
SOLE VOTING POWER
 
 
10,000,000
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
10,000,000
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,000,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.7% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
(1) The percentage reported in Item 11 is based upon 130,000,000 shares of Class A Common Stock of the Issuer outstanding as reported in the Issuer’s Form 424(b)(4) prospectus filed with the Securities and Exchange Commission on August 20, 2020.







3

CUSIP Number:  344328208





1
NAMES OF REPORTING PERSONS
 
MFN Partners Management, LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH5
SOLE VOTING POWER
 
 
10,000,000
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
10,000,000
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,000,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.7% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA
(1) The percentage reported in Item 11 is based upon 130,000,000 shares of Class A Common Stock of the Issuer outstanding as reported in the Issuer’s Form 424(b)(4) prospectus filed with the Securities and Exchange Commission on August 20, 2020.







4

CUSIP Number:  344328208





1
NAMES OF REPORTING PERSONS
 
MFN Partners Management, LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH5
SOLE VOTING POWER
 
 
10,000,000
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
10,000,000
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,000,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.7% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
(1) The percentage reported in Item 11 is based upon 130,000,000 shares of Class A Common Stock of the Issuer outstanding as reported in the Issuer’s Form 424(b)(4) prospectus filed with the Securities and Exchange Commission on August 20, 2020.







5

CUSIP Number:  344328208





1
NAMES OF REPORTING PERSONS
 
Farhad Nanji
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH5
SOLE VOTING POWER
 
 
10,000,000
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
10,000,000
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,000,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.7% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
(1) The percentage reported in Item 11 is based upon 130,000,000 shares of Class A Common Stock of the Issuer outstanding as reported in the Issuer’s Form 424(b)(4) prospectus filed with the Securities and Exchange Commission on August 20, 2020.







6

CUSIP Number:  344328208





1
NAMES OF REPORTING PERSONS
 
Michael DeMichele
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
 
(a) [   ]
(b) [X]
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH5
SOLE VOTING POWER
 
 
10,000,000
6
SHARED VOTING POWER
 
 
0
7
SOLE DISPOSITIVE POWER
 
 
10,000,000
8
SHARED DISPOSITIVE POWER
 
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
10,000,000
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
[   ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.7% (1)
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
(1) The percentage reported in Item 11 is based upon 130,000,000 shares of Class A Common Stock of the Issuer outstanding as reported in the Issuer’s Form 424(b)(4) prospectus filed with the Securities and Exchange Commission on August 20, 2020.







7

CUSIP Number:  344328208





Item 1. 
(a)Name of Issuer:
 Foley Trasimene Acquisition II
(b)Address of Issuer’s Principal Executive Offices:
 1701 Village Center Circle
Las Vegas, NV 89134
Item 2. 
(a)Name of Person Filing:
 This Statement on Schedule 13G is being filed on behalf of:
 (i)MFN Partners, LP, a Delaware limited partnership (the “Partnership”);
 (ii)MFN Partners GP, LLC, a Delaware limited liability company (“MFN GP”), the General Partner of the Partnership;
 (iii)MFN Partners Management, LP, a Delaware limited partnership (“MFN Management”), the investment adviser to the Partnership;
 (iv)MFN Partners Management, LLC, a Delaware limited liability company (“MFN LLC”), the General Partner of MFN Management;
 (v)Farhad Nanji, in his capacities as managing member of MFN GP and MFN LLC; and
 (vi)Michael DeMichele, in his capacities as managing member of MFN GP and MFN LLC.
 The Partnership, MFN GP, MFN Management, MFN LLC, Farhad Nanji and Michael DeMichele are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”
(b)Address of Principal Business Office:
 c/o MFN Partners Management, LP
222 Berkeley St., 13th Floor
Boston, MA 02116
(c)Citizenship:
 The PartnershipDelaware
 MFN GPDelaware
 MFN ManagementDelaware
 MFN LLCDelaware
 Farhad NanjiCanada
 Michael DeMicheleUnited States
(d)Title and Class of Securities:
 Class A Common Stock, $0.0001 par value
(e)
CUSIP No.:  344328208
  







8

CUSIP Number:  344328208





Item 3.If this statement is filed pursuant to §240.13d-1(b), or §240.13d-2(b) or (c), check whether the person is a:
 
Not applicable.
Item 4.Ownership
For the Partnership, MFN GP, MFN Management, MFN LLC, Farhad Nanji and Michael DeMichele:
 (a)Amount beneficially owned:10,000,000
 (b)Percent of Class:7.7%
 (c)Number of shares as to which the person has: 
  (i)Sole power to vote or to direct the vote:10,000,000
  (ii)Shared power to vote to direct the vote:0
  (iii)Sole power to dispose or to direct the disposition of:10,000,000
  (iv)Shared power to dispose or to direct the disposition of:0
Item 5.Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [    ]
Item 6.Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 Not applicable.
Item 8.Identification and Classification of Members of the Group
 
Not applicable.
Item 9.Notice of Dissolution of Group
 
Not applicable.
Item 10.Certification
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.







9

CUSIP Number:  344328208





After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.  We also hereby agree to file this statement jointly pursuant to the agreement set forth as Exhibit 1.

Date: August 27, 2020

 MFN PARTNERS, LP 
    
 By:/s/ Jonathan Reisman 
 Name:Jonathan Reisman 
 Title:Authorized Person 
    
    
 MFN PARTNERS GP, LLC 
    
 By:/s/ Jonathan Reisman 
 Name:Jonathan Reisman 
 Title:Authorized Person 
    
    
 MFN PARTNERS MANAGEMENT, LP 
    
 By:/s/ Jonathan Reisman 
 Name:Jonathan Reisman 
 Title:Authorized Person 
    
    
 MFN PARTNERS MANAGEMENT, LLC 
    
 By:/s/ Jonathan Reisman 
 Name:Jonathan Reisman 
 Title:Authorized Person 
    
 FARHAD NANJI 
    
  /s/ Farhad Nanji 
    
 MICHAEL DEMICHELE 
    
  /s/ Michael DeMichele 







10

CUSIP Number:  344328208





EXHIBIT INDEX

Exhibit 1Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.







11

CUSIP Number:  344328208





Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of Class A Common Stock of Foley Trasimene Acquisition II.

Date: August 27, 2020

 MFN PARTNERS, LP 
    
 By:/s/ Jonathan Reisman 
 Name:Jonathan Reisman 
 Title:Authorized Person 
    
    
 MFN PARTNERS GP, LLC 
    
 By:/s/ Jonathan Reisman 
 Name:Jonathan Reisman 
 Title:Authorized Person 
    
    
 MFN PARTNERS MANAGEMENT, LP 
    
 By:/s/ Jonathan Reisman 
 Name:Jonathan Reisman 
 Title:Authorized Person 
    
    
 MFN PARTNERS MANAGEMENT, LLC 
    
 By:/s/ Jonathan Reisman 
 Name:Jonathan Reisman 
 Title:Authorized Person 
    
    
 FARHAD NANJI 
    
 By:/s/ Farhad Nanji 
    
    
 MICHAEL DEMICHELE 
    
 By:/s/ Michael DeMichele 








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