Global Business Travel Group Signs Material Agreement

TL;DR

GBTG just signed a big deal, filing shows.

AI Summary

Global Business Travel Group, Inc. entered into a Material Definitive Agreement on March 24, 2024. The filing also includes financial statements and exhibits related to this agreement. The company, formerly known as Apollo Strategic Growth Capital, is incorporated in Delaware and headquartered in New York.

Why It Matters

This filing indicates a significant new contract or partnership for Global Business Travel Group, which could impact its future revenue and operations.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement, which could represent a significant new business relationship or transaction with unknown future implications.

Key Players & Entities

• Global Business Travel Group, Inc. (company) — Registrant
• March 24, 2024 (date) — Date of Earliest Event Reported
• March 25, 2024 (date) — Date of Report
• Apollo Strategic Growth Capital (company) — Former Company Name
• New York (location) — Principal Executive Offices City

FAQ

Key Financial Figures

• $0.0001 — red Class A common stock, par value of $0.0001 per share GBTG The New York Stock E
• $570 million — r Agreement values CWT at approximately $570 million on a cash-free and debt-free basis, imp
• $500 million — plying an equity value of approximately $500 million. Subject to certain assumptions and pur
• $6.00 — e (the " Common Stock "), at a price of $6.00 per share, and (ii) pay the Members an
• $70 million — e Members an aggregate of approximately $70 million of cash on hand. Conditions to the Mer
• $32,000,000 — equired to pay CWT a termination fee of $32,000,000. If the Company, but not CWT, extends t
• $33,500,000 — equired to pay CWT a termination fee of $33,500,000. If the Company, but not CWT, extends t
• $35,000,000 — equired to pay CWT a termination fee of $35,000,000 (the applicable fee payable by the Comp

Filing Documents

• ef20024970_8k.htm (8-K) — 50KB
• ef20024970_ex2-1.htm (EX-2.1) — 1096KB
• 0001140361-24-014927.txt ( ) — 1502KB
• gbtg-20240324.xsd (EX-101.SCH) — 4KB
• gbtg-20240324_lab.xml (EX-101.LAB) — 21KB
• gbtg-20240324_pre.xml (EX-101.PRE) — 16KB
• ef20024970_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On March 24, 2024, Global Business Travel Group, Inc. a Delaware corporation (the " Company "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with CWT Holdings, LLC, a Delaware limited liability company (" CWT "), Cape Merger Sub I LLC, a Delaware limited liability company (" Merger Sub I "), Cape Merger Sub II LLC, a Delaware limited liability company (" Merger Sub II " and together with Merger Sub I, the " Merger Subs ") and Redwood Drawdown Partners III, LLC, solely in its capacity as the representative of the equityholders (the " Members ") of CWT (the " Member Representative "). Pursuant to the Merger Agreement, among other things, (i) Merger Sub I will merge with and into CWT (the " First Merger ") with CWT surviving the First Merger as an indirect subsidiary of the Company (the " First Merger Surviving Company ") and (ii) the First Merger Surviving Company will merge with and into Merger Sub II (the " Second Merger " and, together with the First Merger, the " Mergers ") with Merger Sub II surviving the Second Merger as an indirect subsidiary of the Company. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement. The Company's board of directors adopted resolutions determining that it is in the best interests of the Company and its stockholders to enter into the Merger Agreement and to consummate the transactions contemplated thereby. No approval of the Company's stockholders is required in connection with the Merger Agreement or the transactions contemplated thereby, including the Mergers. The Merger Agreement values CWT at approximately $570 million on a cash-free and debt-free basis, implying an equity value of approximately $500 million. Subject to certain assumptions and purchase price adjustments, at the closing of the Mergers (the " Closing "), the Company expects to (i) issue to the Member

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as of March 24, 2024, by and among Global Business Travel Group Inc., Cape Merger Sub I LLC, Cape Merger Sub II LLC, CWT Holdings, LLC and Redwood Drawdown Partners III, LLC, as Member Representative.* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) and Item 601(b)(2). The Company agrees to furnish supplementally a copy of such exhibits and schedules, or any section thereof, to the SEC upon its request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GLOBAL BUSINESS TRAVEL GROUP, INC. By: /s/ Eric J. Bock Name: Eric J. Bock Title: Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary Date: March 25, 2024