Global Business Travel Group, Inc. (the “Company” or “GBTG”)
(NYSE: GBTG), the world’s leading B2B travel platform, today
announced that the registration statement on Form S-4 (the
“Registration Statement”) initially filed by the Company with the
U.S. Securities and Exchange Commission (“SEC”) on September 9,
2022, registering Class A common stock, par value $0.0001 per share
(“Class A Common Stock”), of the Company issuable as part of the
Company’s previously announced 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"), has been declared
effective by the SEC. As a result, the Company does not expect or
intend to extend the expiration date of the Offer, which is set to
expire at one minute after 11:59 p.m., Eastern Standard Time, on
October 7, 2022 (the “Expiration Date”). Holders of Warrants who
intend and are eligible to participate in the Offer may tender
their Warrants in the manner described in the prospectus/offer to
exchange, dated October 3, 2022 (the “Prospectus/Offer to
Exchange”), and related offering materials previously distributed
to each holder.
Previously Announced Terms of the Offer and Consent
Solicitation
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 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, as described in the Company’s Schedule TO,
dated September 9, 2022 (as may be amended, the “Schedule TO”), and
Prospectus/Offer to Exchange. 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
the Prospectus/Offer to Exchange and Schedule TO, each of which
have been filed with the 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.
BofA Securities is acting as the Dealer Manager for the Offer
and Consent Solicitation. D.F. King & Co., Inc. is acting as
the Information Agent for the Offer and Consent Solicitation, and
Continental Stock Transfer & Trust Company is acting 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, and on October 3, 2022,
a final prospectus/offer to exchange was 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 and was declared
effective on October 3, 2022. 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.
“Forward-looking statements” made in connection with the exchange
offer and consent solicitation are not within the safe harbors
provided by 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/20221003005985/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
Global Business Travel (NYSE:GBTG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Global Business Travel (NYSE:GBTG)
Historical Stock Chart
From Jul 2023 to Jul 2024