Global Business Travel Group, Inc. (the “Company” or “Amex GBT”)
(NYSE: GBTG), the world’s leading B2B travel platform, today
announced the expiration and results of its previously announced
exchange offer (the “Offer”) and consent solicitation (the “Consent
Solicitation”) relating to its outstanding warrants, consisting of
(i) the warrants sold as part of the units in Apollo Strategic
Growth Capital’s initial public offering on October 6, 2020 (“IPO”)
(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” and, together with the Public
Warrants, the “Warrants”), each whole Warrant exercisable for one
share of Class A common stock, $0.0001 par value per share (“Class
A Common Stock”), of the Company, at an exercise price of $11.50
per share. The Offer and Consent Solicitation expired one minute
after 11:59 p.m., Eastern Standard Time, on October 7, 2022. With
the completion of the Offer and Consent Solicitation, Amex GBT will
eliminate all of the Company’s Warrants, simplify the Company’s
capital structure and increase the number of shares of common stock
available for trading.
The Company has been advised that 25,768,514 Public Warrants
(including 380,995 Public Warrants tendered through guaranteed
delivery), or approximately 94.64% of the outstanding Public
Warrants, and 12,224,134 Private Placement Warrants, or 100% of the
outstanding Private Placement Warrants, were validly tendered and
not validly withdrawn prior to the expiration of the Offer and
Consent Solicitation. Holders of the Warrants that were validly
tendered and not validly withdrawn prior to the expiration of the
Offer and Consent Solicitation will receive 0.275 shares of Class A
Common Stock in exchange for each Warrant tendered by the holder
and exchanged pursuant to the Offer. The Company expects to accept
all validly tendered Warrants for exchange and settlement on or
before October 12, 2022.
In addition, pursuant to the Consent Solicitation, the Company
received the approval of holders of approximately 94.64% of the
outstanding Public Warrants and the holder of 100% of the
outstanding Private Placement Warrants to amend the warrant
agreement that governs the Warrants (the “Warrant Amendment”),
which exceeds the 50% required to effect the Warrant Amendment. The
Company expects to execute the Warrant Amendment concurrently with
the settlement of the Offer, and thereafter, expects to exercise
its right in accordance with the terms of the Warrant Amendment, to
acquire and retire all remaining untendered Warrants in exchange
for Class A Common Stock at an exchange ratio of 0.2475 shares of
Class A Common Stock for each Warrant, following which, no Public
Warrants or Private Placement Warrants will remain outstanding.
BofA Securities, Inc. was the Dealer Manager for the Offer and
Consent Solicitation. D.F. King & Co., Inc. served as the
Information Agent for the Offer and Consent Solicitation, and
Continental Stock Transfer & Trust Company served as the
Exchange Agent.
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.
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 was filed with the SEC and was declared
effective on October 3, 2022. The Offer and Consent Solicitation
were made only pursuant to the terms and conditions of the
Prospectus/Offer to Exchange and related letter of transmittal and
consent.
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/20221010005750/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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