Global Business Travel Group, Inc. (the “Company” or “GBTG”)
(NYSE: GBTG), the world’s leading B2B travel platform, today
announced that it has commenced an exchange offer (the “Offer”) and
consent solicitation (the “Consent Solicitation”) relating to its
outstanding Public Warrants and Private Placement Warrants (each as
defined below, and collectively, the "Warrants"). The purpose of
the Offer and Consent Solicitation is to eliminate all of the
Company’s Warrants, simplify the Company’s capital structure,
increase the number of shares of common stock available for trading
and reduce the potential dilutive impact of the Warrants.
The Offer is being made to all holders of the Company’s
Warrants, consisting of (i) the Warrants sold as part of the units
in Apollo Strategic Growth Capital’s (“APSG”) initial public
offering of APSG’s securities on October 6, 2020 (“IPO”) (whether
they were purchased in the IPO or thereafter in the open market)
(the “Public Warrants”) and (ii) the Warrants sold as part of the
units in a private placement that occurred simultaneously with the
IPO (the “Private Placement Warrants”). The Company is offering to
all holders of the Warrants the opportunity to receive 0.275 shares
of Class A common stock, par value $0.0001 per share (“Class A
Common Stock”) in exchange for each Warrant tendered by the holder
and exchanged pursuant to the Offer. Pursuant to the Offer, the
Company is offering up to an aggregate of 10,849,043 shares of its
Class A Common Stock in exchange for the Warrants.
Concurrently with the Offer, the Company is also soliciting
consents from holders of the Public Warrants and the Private
Placement Warrants to amend the warrant agreement that governs all
of the Warrants (the “Warrant Agreement”) to permit the Company to
require that each Warrant that is outstanding upon the closing of
the Offer be converted into 0.2475 shares of Class A Common Stock,
which is a ratio 10% less than the exchange ratio applicable to the
Offer (such amendment, the “Warrant Amendment”). Pursuant to the
terms of the Warrant Agreement, the vote or written consent of
holders of at least 50% of the outstanding Public Warrants and 50%
of the outstanding Private Placement Warrants are required to
approve the Warrant Amendment. Parties representing approximately
40.56% of the Public Warrants and 100% of the Private Placement
Warrants have agreed to tender their Warrants in the Offer and to
consent to the Warrant Amendment in the Consent Solicitation,
pursuant to a tender and support agreement. Accordingly, if holders
of an additional approximately 9.44% of the outstanding Public
Warrants consent to the Warrant Amendment in the Consent
Solicitation, and the other conditions of the Offer are satisfied
or waived, then the Warrant Amendment will be adopted. The offering
period will expire at one minute after 11:59 p.m., Eastern Standard
Time, on October 7, 2022, or such later time and date to which the
Company may extend (the “Expiration Date”), as described in the
Company’s Schedule TO and Prospectus/Offer to Exchange (each as
defined below). Tendered Warrants may be withdrawn by holders at
any time prior to the Expiration Date. The Company’s obligation to
complete the Offer is not conditioned on the tender of a minimum
amount of Warrants.
The Offer and Consent Solicitation are being made pursuant to a
Prospectus/Offer to Exchange, dated September 9, 2022 (the
“Prospectus/Offer to Exchange”), and Schedule TO, dated September
9, 2022 (the “Schedule TO”), each of which have been filed with the
U.S. Securities and Exchange Commission (“SEC”) and more fully set
forth the terms and conditions of the Offer and Consent
Solicitation.
The Company’s Class A Common Stock and its Public Warrants are
listed on the New York Stock Exchange under the symbols “GBTG” and
“GBTG.WS,” respectively. As of September 8, 2022, a total of
39,451,067 Warrants were outstanding, consisting of 27,226,933
Public Warrants and 12,224,134 Private Placement Warrants. If all
Warrants tender at the offer rate of 0.275, the Company will have
(i) up to 67,794,076 shares of Class A Common Stock outstanding,
(ii) 394,448,481 shares of Class B Common Stock outstanding and
(iii) no remaining Public Warrants and Private Placement
Warrants.
The Company has engaged BofA Securities as the Dealer Manager
for the Offer and Consent Solicitation. D.F. King & Co., Inc.
has been appointed as the Information Agent for the Offer and
Consent Solicitation, and Continental Stock Transfer & Trust
Company has been appointed as the Exchange Agent. Requests for
documents should be directed to D.F. King & Co., Inc. at (866)
342-4883 (for Warrant holders) or (212) 269-5550 (for banks and
brokers) or via the following email address: gbtg@dfking.com.
About American Express Global Business Travel
American Express Global Business Travel is the world’s leading
B2B travel platform, providing software and services to manage
travel, expenses, and meetings & events for companies of all
sizes. We have built the most valuable marketplace in B2B travel to
deliver unrivalled choice, value and experiences. With travel
professionals in more than 140 countries, our customers and
travelers enjoy the powerful backing of American Express Global
Business Travel.
Visit amexglobalbusinesstravel.com for more information about
GBTG. Follow @amexgbt on Twitter, LinkedIn and Instagram.
Important Additional Information Has Been Filed with the
SEC
The Offer described in this press release commenced on September
9, 2022. On September 9, 2022, a registration statement on Form S-4
and an exchange offer statement on Schedule TO, including an offer
to exchange, a letter of transmittal and consent and related
documents, were filed with the SEC by GBTG. The offer to exchange
the outstanding Warrants of GBTG will only be made pursuant to the
Prospectus/Offer to Exchange and Schedule TO, including related
documents filed as a part of the exchange offer. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS/OFFER TO EXCHANGE
AND SCHEDULE TO FILED OR TO BE FILED WITH THE SEC CAREFULLY, AS
THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND
SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING THE EXCHANGE OFFER, INCLUDING THE TERMS AND CONDITIONS OF
THE EXCHANGE OFFER. Investors and security holders may obtain a
free copy of these statements (when available) and other documents
filed with the SEC at the website maintained by the SEC at
www.sec.gov or by directing such requests to D.F. King & Co.,
Inc. at (866) 342-4883 (for Warrant holders) or (212) 269-5550 (for
banks and brokers) or via the following email address:
gbtg@dfking.com. Investors and security holders may also obtain, at
no charge, the documents filed or furnished to the SEC by GBTG
under the “Investor Relations” section of GBTG's website at
amexglobalbusinesstravel.com.
No Offer or Solicitation
This press release shall not constitute an offer to exchange or
the solicitation of an offer to exchange or the solicitation of an
offer to purchase any securities, nor shall there be any exchange
or sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. A
registration statement on Form S-4 relating to the securities to be
issued in the Offer has been filed with the SEC but has not yet
become effective. Such securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement
becomes effective. The Offer and Consent Solicitation are being
made only through the Schedule TO and Prospectus/Offer to Exchange,
and the complete terms and conditions of the Offer and Consent
Solicitation are set forth in the Schedule TO and Prospectus/Offer
to Exchange.
None of the Company, any of its management or its board of
directors, or the Information Agent, the Exchange Agent or the
Dealer Manager makes any recommendation as to whether or not
holders of Warrants should tender Warrants for exchange in the
Offer or consent to the Warrant Amendment in the Consent
Solicitation.
Cautionary Note Regarding Forward-Looking Statements
Certain statements made in this press release are
“forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Exchange Act, and are
subject to the safe harbor created thereby under the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements provide our current expectations or forecasts of future
events. Forward-looking statements include statements about our
expectations, beliefs, plans, objectives, intentions, assumptions
and other statements that are not historical facts. Words such as
“estimates,” “projected,” “expects,” “estimated,” “anticipates,”
“suggests,” “projects,” “forecasts,” “plans,” “intends,”
“believes,” “seeks,” “may,” “will,” “would,” “should,” “could,”
“future,” “propose,” “target,” “goal,” “objective,” “outlook” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results, and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
the control of the parties, that could cause actual results or
outcomes to differ materially from those discussed in the
forward-looking statements. Important factors, among others, that
may affect actual results or outcomes include: (1) changes to
projected financial information or our ability to achieve our
anticipated growth rate and execute on market opportunities; (2)
our ability to maintain our existing relationships with customers
and suppliers and to compete with existing and new competitors in
existing and new markets and offerings; (3) various conflicts of
interest that could arise among us, affiliates and investors; (4)
our success in retaining or recruiting, or changes required in, our
officers, key employees or directors; (5) intense competition and
competitive pressures from other companies in the industry in which
we operate; (6) factors relating to our business, operations and
financial performance, including market conditions and global and
economic factors beyond our control; (7) the impact of the COVID-19
pandemic, Russia’s invasion of Ukraine and related changes in base
interest rates, inflation and significant market volatility on our
business, the travel industry, travel trends and the global economy
generally; (8) the sufficiency of our cash, cash equivalents and
investments to meet our liquidity needs; (9) the effect of a
prolonged or substantial decrease in global travel on the global
travel industry;(10) political, social and macroeconomic conditions
(including the widespread adoption of teleconference and virtual
meeting technologies which could reduce the number of in person
business meetings and demand for travel and our services); (11) the
effect of legal, tax and regulatory changes; and (12) other factors
detailed under the section entitled “Risk Factors” in the
Prospectus/Offer to Exchange.
The forward-looking statements contained in this press release
are based on our current expectations and beliefs concerning future
developments and their potential effects on us. There can be no
assurance that future developments affecting us will be those that
we have anticipated. These forward-looking statements involve a
number of risks, uncertainties (some of which are beyond our
control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or
implied by these forward-looking statements. These risks and
uncertainties include, but are not limited to, those factors
described under the heading “Risk Factors” in the Prospectus/Offer
to Exchange. Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect,
actual results may vary in material respects from those projected
in these forward-looking statements. We undertake no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
may be required under applicable securities laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220909005241/en/
Media: Martin Ferguson Vice President Global Communications and
Public Affairs, American Express Global Business Travel
martin.ferguson@amexgbt.com
Investors: Barry Sievert Vice President Investor Relations,
American Express Global Business Travel investor@amexgbt.com
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