エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): March 21, 2025 (March 17, 2025)
Global Business Travel Group, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-39576 | 98-0598290 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
666 3rd Avenue, 4th Floor
New York, New York 10017
(Address of principal executive offices) (Zip Code)
(646) 344-1290
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
||
| Class A common stock, par value of $0.0001 per share | GBTG | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry Into a Material Definitive Agreement. |
On March 17, 2025, Global Business Travel Group, Inc., a Delaware corporation (the “Company”), entered into Amendment No. 2 to Agreement and Plan of Merger (“Amendment No. 2 to 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 of CWT (the “Member Representative” and together with the Company, CWT and the Merger Subs, the “Parties”). On March 20, 2025, the Company, entered into Amendment No. 3 to Agreement and Plan of Merger (“Amendment No. 3 to the Merger Agreement”) with the Parties. On March 21, 2025, the Company, entered into Amendment No. 4 to Agreement and Plan of Merger (“Amendment No. 4 to the Merger Agreement” and, together with Amendment No. 2 to the Merger Agreement and Amendment No. 3 to the Merger Agreement, the “Amendments”) with the Parties.
As previously announced, (a) on March 24, 2024, the Parties entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, 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 and (b) on January 17, 2025, the Parties entered into Amendment No. 1 to Merger Agreement (“Amendment No. 1 to the Merger Agreement”), pursuant to which the Parties amended the definition of “Drop Dead Date” in Section 7.1(b) of the Merger Agreement by deleting in their entirety the words “January 24, 2025” and replacing them with the words “the earlier of March 17, 2025 and ten (10) Business Days after the issuance of the CMA’s final report with respect to the transactions contemplated by this Agreement”. The Merger Agreement was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by the Company on March 25, 2024 (the “March 2024 8-K”). Amendment No. 1 to the Merger Agreement was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC by the Company on January 17, 2025 (the “January 2025 8-K”).
Pursuant to Amendment No. 2 to the Merger Agreement, the Parties amended the definition of “Drop Dead Date” in Section 7.1(b) of the Merger Agreement (as amended by Amendment No. 1 to the Merger Agreement) by deleting in their entirety the words “the earlier of March 17, 2025 and ten (10) Business Days after the issuance of the CMA’s final report with respect to the transactions contemplated by this Agreement” and replacing them with the words “March 20, 2025”.
Pursuant to Amendment No. 3 to the Merger Agreement, the Parties amended the definition of “Drop Dead Date” in Section 7.1(b) of the Merger Agreement (as amended by Amendment No. 1 to the Merger Agreement and Amendment No. 2 to the Merger Agreement) by deleting in their entirety the words “March 20, 2025” and replacing them with the words “5:00 p.m. Eastern Time on March 21, 2025”.
Pursuant to Amendment No. 4, the Merger Agreement values CWT at approximately $540 million on a cash-free and debt-free basis. Subject to certain assumptions and purchase price adjustments, at the closing of the Mergers, the Company expects to (i) issue to CWT’s equityholders, an aggregate of approximately 50 million shares of its Class A common stock, par value $0.0001 per share, at a price of $7.50 per share, and (ii) pay CWT’s equityholders an aggregate of approximately $70 million of cash on hand.
Pursuant to Amendment No. 4 to the Merger Agreement, the Parties amended the definition of “Drop Dead Date” in Section 7.1(b) of the Merger Agreement (as amended by Amendment No. 1 to the Merger Agreement, Amendment No. 2 to the Merger Agreement and Amendment No. 3 to the Merger Agreement) by deleting Section 7.1(b) in its entirety and replacing it with a provision defining the “Drop Dead Date” as December 31, 2025. Pursuant to Amendment No. 4 to the Merger Agreement, if the Merger Agreement (as amended by Amendment No. 1 to the Merger Agreement, Amendment No. 2 to the Merger Agreement and Amendment No. 3 to the Merger Agreement) is terminated in certain instances for failure to consummate the Mergers by the revised Drop Dead Date (as a result of certain conditions relating to antitrust laws or foreign investment laws failing to be satisfied or waived), the Company will be required to pay CWT a termination fee of $25,000,000.
From and after the dates of the respective Amendments, references in the Merger Agreement to this “Agreement” or any provision thereof shall be deemed to refer to the Merger Agreement or such provision as amended by Amendment No. 1 to the Merger Agreement and by the Amendments unless the context otherwise requires.
Except as otherwise expressly provided in the Amendments, the Amendments do not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Parties under the Merger Agreement as amended by Amendment No. 1 to the Merger Agreement, and do not in any way alter, modify, amend or affect any of the terms, conditions, obligations, covenants or agreements contained in the Merger Agreement as amended by Amendment No. 1 to the Merger Agreement all of which remain unchanged and continue in full force and effect.
The foregoing description of the Merger Agreement, Amendment No. 1 to the Merger Agreement, the Amendments and the Mergers does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of (i) the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the March 2024 8-K, (ii) Amendment No. 1 to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the January 2025 8-K, (iii) Amendment No. 2 to the Merger Agreement, which is attached as Exhibit 2.1 and is incorporated by reference herein, (iv) Amendment No. 3 to the Merger Agreement, which is attached as Exhibit 2.2 and is incorporated by reference herein and (v) Amendment No. 4 to the Merger Agreement, which is attached as Exhibit 2.3 and is incorporated by reference herein. Further, the Amendments should not be read alone but should be read in conjunction with the Merger Agreement and Amendment No. 1 to the Merger Agreement, which they amend, and with the other information regarding the Merger Agreement, Amendment No. 1 to the Merger Agreement, the Mergers, the Parties, their respective affiliates and their respective businesses that is contained in, or incorporated by reference into, the Company’s other SEC filings.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding our current expectations or forecasts of future events. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this communication 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, including as a result of the transaction, 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, the following risks, uncertainties and other factors: (1) changes to projected financial information or our ability to achieve our anticipated growth rate and execute on industry opportunities; (2) our ability to maintain our existing relationships with customers and suppliers and to compete with existing and new competitors; (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) factors relating to our business, operations and financial performance, including market conditions and global and economic factors beyond our control; (6) the impact of geopolitical conflicts, including the war in Ukraine and the conflicts in the Middle East, as well as related changes in base interest rates, inflation and significant market volatility on our business, the travel industry, travel trends and the global economy generally; (7) the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs; (8) the effect of a prolonged or substantial decrease in global travel on the global travel industry; (9) 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); (10) the effect of legal, tax and regulatory changes; (11) the decisions of market data providers, indices and individual investors; (12) the outcome of any legal proceedings that may be instituted against the Company or CWT in connection with the Mergers; (13) the inability to complete the Mergers; (14) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Mergers; (15) the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction; (16) the inability to recognize the anticipated benefits of the transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (17) costs related to the transaction; (18) risks related to the business of CWT or unexpected liabilities that arise in connection with the transaction or the integration of CWT; (19) the risk that the assumptions, estimates and estimated adjustments described in this communication may prove to be inaccurate; and (20) other risks and uncertainties described in the Company’s Form 10-K, filed with the SEC on March 7, 2025, and in the Company’s other SEC filings. 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.
| Item 8.01. | Other Events. |
On March 21, 2025, the Company issued a press release announcing that it entered into Amendment No. 4 to the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
* 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
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 21, 2025
Exhibit 2.1
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of March 17, 2025, is made by and among Global Business Travel Group, Inc. (“Parent”), Cape Merger Sub I LLC (“Merger Sub I”), Cape Merger Sub II LLC (“Merger Sub II”), CWT Travel Holdings, LLC (the “Company”), and Redwood Drawdown Partners III, LLC, solely in its capacity as the representative of the equityholders of the Company (the “Member Representative”). Each of the parties to this Amendment is individually referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties have entered into that certain Agreement and Plan of Merger, dated March 24, 2024, as amended on January 17, 2025 (the “Original Agreement”); and
WHEREAS, pursuant to and in accordance with Section 8.12 of the Original Agreement, the Parties desire to amend the Original Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the Parties hereby agree as follows:
| (1) | Amendment to the Original Agreement. The words “the earlier of March 17, 2025 and ten (10) Business Days after the issuance of the CMA’s final report with respect to the transactions contemplated by this Agreement” in Section 7.1(b) of the Original Agreement are hereby deleted in their entirety and replaced with the words “March 20, 2025”. |
| (2) | Remaining Effect. Except as otherwise expressly provided herein, this Amendment No. 2 shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Parties under the Original Agreement, and shall not in any way alter, modify, amend or affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Agreement all of which remain unchanged and continue in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Original Agreement. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto as if the amendments made hereby were originally set forth in the Original Agreement. |
| (3) | References. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. From and after the date of this Amendment, references in the Original Agreement to this “Agreement” or any provision thereof shall be deemed to refer to the Original Agreement or such provision as amended hereby unless the context otherwise requires. |
| (4) | Miscellaneous. Sections 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12 and 8.16 of the Original Agreement are hereby incorporated herein, mutatis mutandis. |
[signatures follow on next page]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.
| PARENT: | ||
| 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 | ||
| MERGER SUB I: | ||
| CAPE MERGER SUB I LLC | ||
| By: | /s/ Eric. J. Bock | |
| Name: Eric J. Bock | ||
| Title: Authorized Officer | ||
| MERGER SUB II: | ||
| CAPE MERGER SUB II LLC | ||
| By: | /s/ Eric. J. Bock | |
| Name: Eric J. Bock | ||
| Title: Authorized Officer | ||
[Signature Page to Amendment No. 2 to Agreement and Plan of Merger]
| COMPANY: | ||
| CWT HOLDINGS, LLC | ||
| By: | /s/ Patrick Andersen | |
| Name: Patrick Andersen | ||
| Title: Chief Executive Officer | ||
| MEMBER REPRESENTATIVE: | ||
| REDWOOD DRAWDOWN PARTNERS III, LLC, solely in its capacity as Member Representative | ||
| By: | /s/ Ruben Kliksberg | |
| Name: Ruben Kliksberg | ||
| Title: Managing Member | ||
[Signature Page to Amendment No. 2 to Agreement and Plan of Merger]
Exhibit 2.2
AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of March 20, 2025, is made by and among Global Business Travel Group, Inc. (“Parent”), Cape Merger Sub I LLC (“Merger Sub I”), Cape Merger Sub II LLC (“Merger Sub II”), CWT Travel Holdings, LLC (the “Company”), and Redwood Drawdown Partners III, LLC, solely in its capacity as the representative of the equityholders of the Company (the “Member Representative”). Each of the parties to this Amendment is individually referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties have entered into that certain Agreement and Plan of Merger, dated March 24, 2024, as amended on January 17, 2025 and March 17, 2025 (the “Original Agreement”); and
WHEREAS, pursuant to and in accordance with Section 8.12 of the Original Agreement, the Parties desire to amend the Original Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the Parties hereby agree as follows:
| (1) | Amendment to the Original Agreement. The words “March 20, 2025” in Section 7.1(b) of the Original Agreement are hereby deleted in their entirety and replaced with the words “5:00 p.m. Eastern Time on March 21, 2025”. |
| (2) | Remaining Effect. Except as otherwise expressly provided herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Parties under the Original Agreement, and shall not in any way alter, modify, amend or affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Agreement all of which remain unchanged and continue in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Original Agreement. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto as if the amendments made hereby were originally set forth in the Original Agreement. |
| (3) | References. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Original Agreement. From and after the date of this Amendment, references in the Original Agreement to this “Agreement” or any provision thereof shall be deemed to refer to the Original Agreement or such provision as amended hereby unless the context otherwise requires. |
| (4) | Miscellaneous. Sections 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12 and 8.16 of the Original Agreement are hereby incorporated herein, mutatis mutandis. |
[signatures follow on next page]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.
| PARENT: | ||
| 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 | ||
| MERGER SUB I: | ||
| CAPE MERGER SUB I LLC | ||
| By: | /s/ Eric. J. Bock | |
| Name: Eric J. Bock | ||
| Title: Authorized Officer | ||
| MERGER SUB II: | ||
| CAPE MERGER SUB II LLC | ||
| By: | /s/ Eric. J. Bock | |
| Name: Eric J. Bock | ||
| Title: Authorized Officer | ||
[Signature Page to Amendment No. 3 to Agreement and Plan of Merger]
| COMPANY: | ||
| CWT HOLDINGS, LLC | ||
| By: | /s/ Patrick Andersen | |
| Name: Patrick Andersen | ||
| Title: Chief Executive Officer | ||
| MEMBER REPRESENTATIVE: | ||
| REDWOOD DRAWDOWN PARTNERS III, LLC, solely in its capacity as Member Representative | ||
| By: | /s/ Ruben Kliksberg | |
| Name: Ruben Kliksberg | ||
| Title: Managing Member | ||
[Signature Page to Amendment No. 3 to Agreement and Plan of Merger]
Exhibit 2.3
AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of March 21, 2025, is made by and among Global Business Travel Group, Inc. (“Parent”), Cape Merger Sub I LLC (“Merger Sub I”), Cape Merger Sub II LLC (“Merger Sub II”), CWT Travel Holdings, LLC (the “Company”), and Redwood Drawdown Partners III, LLC, solely in its capacity as the representative of the equityholders of the Company (the “Member Representative”). Each of the parties to this Amendment is individually referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties have entered into that certain Agreement and Plan of Merger, dated March 24, 2024, as amended on January 17, 2025, March 17, 2025 and March 20, 2025 (the “Original Agreement”); and
WHEREAS, pursuant to and in accordance with Section 8.12 of the Original Agreement, the Parties desire to amend the Original Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the Parties hereby agree as follows:
| (1) | Amendments to the Original Agreement. |
| a. | Annex A (Definitions) |
| i. | The following terms are hereby deleted from Annex A to the Original Agreement in their entirety: “Extended Drop Dead Date,” “Extended Termination Fee,” “Initial Termination Fee,” “Second Extended Drop Dead Date,” and “Second Extended Termination Fee.” |
| ii. | The definition of “Enterprise Value” is hereby deleted in its entirety and replaced with the following text: “means $560,000,000.” |
| iii. | The definition of “Parent Trading Price” is hereby deleted in its entirety and replaced with the following text: “means $7.50.” |
| iv. | Schedule A sets forth additional amendments to definitions included in Annex A to the Original Agreement. |
| b. | The following is hereby added to the Original Agreement as new Section 1.3(a)(viii): “evidence of the completion of the Business Restructuring.” |
| c. | The following is hereby added to the Original Agreement as new Section 4.1(a)(xxix): “take any actions related to the Company Group’s Cash, Debt or Debt-Like Items that would reasonably be expected to alter the mix of cash and stock that Parent is obligated to deliver in accordance with Section 1.8, including (A) paying off the First Lien Credit Agreement prior to the Closing or (B) accepting any cash contributions from, or on behalf of, any Member or its Affiliates (except as otherwise expressly permitted hereunder with respect to the Second Lien Credit Agreement), provided that the foregoing shall not prohibit the Company Group from (w) managing Debt and Debt-Like Items in the Ordinary Course of Business, (x) funding restructuring costs with respect to the Business Restructuring in cash, to the extent such restructuring costs will constitute Debt-Like Items, (y) paying up to $5,000,000 in Debt-Like Items, or (z) paying any expenses that would be Transaction Expenses if unpaid prior to the Closing; or”. |
| d. | Section 4.1(f) of the Original Agreement is hereby deleted in its entirety and replaced with the text set forth on Schedule B. |
| e. | Section 6.2(a)(i) of the Original Agreement is hereby deleted in its entirety and replaced with the following text: “(i) the Company Fundamental Representations (other than the first sentence of Section 2.15) shall be true and correct in all material respects (without giving effect to any qualifications as to materiality, Material Adverse Effect or similar phrases or qualifications in such representations and warranties) as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except those Company Fundamental Representations that address matters only as of a specified date, in which case, such Company Fundamental Representations shall be true and correct in all material respects as though made on and as of that specified date) and the Company Fundamental Representations in the first sentence of Section 2.15 shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date”. |
| f. | The following is hereby added to the Original Agreement as new Section 6.2(d): “the Business Restructuring shall have been completed.” |
| g. | Section 7.1(b) of the Original Agreement is hereby deleted in its entirety and replaced with the following text: “by Parent or the Company, upon written notice to the other, if the Closing shall not have occurred on or prior to December 31, 2025 (the “Drop Dead Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to any Party whose breach of any provision of this Agreement resulted in or caused the failure of Closing to occur by the Drop Dead Date;”. |
| h. | Section 7.2(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following text: “If this Agreement is validly terminated pursuant to Section 7.1, this Agreement shall forthwith become null and void, and such Agreement shall have no force or effect, and there shall be no liability on the part of any Party, any of their respective Affiliates or any of their respective officers, directors, employees, equityholders, Representatives, agents or advisors, except that: (i) any such termination shall not affect the Parties’ respective rights and obligations under this Section 7.2, Section 4.2(b), Section 4.8, Article VIII and the Confidentiality Agreement, all of which shall survive such termination, (ii) no such termination will relieve Parent from any liability to pay the Termination Fee, if payable pursuant to Section 7.2(b) and (iii) subject to the terms of Section 7.2(c), no such termination will relieve any Party from liability for any Fraud or willful breach of this Agreement by such Party. For purposes of this Agreement, “willful breach” means a material breach of a provision of this Agreement that is a consequence of an act deliberately taken by the breaching Party, or the deliberate failure by the breaching Party to take an act, in each case with knowledge that the taking of, or the failure to take, such act would, or would be reasonably expected to, cause a breach of this Agreement; provided that any failure of the Company, Parent or Merger Subs to consummate the Mergers when required pursuant to Section 1.2 of this Agreement will be deemed to be a willful and material breach by the Company, Parent or Merger Subs, as applicable.” |
| i. | Section 7.2(b) of the Original Agreement is hereby deleted in its entirety and replaced with the following text: “In the event that this Agreement is terminated pursuant to (x) Section 7.1(b) because the Closing shall not have occurred on or prior to the, or (y) Section 7.1(e) (solely to the extent such Law or Governmental Order relates to Antitrust Laws) on or prior to the, Drop Dead Date, and at the time of such termination, (1) the conditions to Closing set forth in Section 6.1(a), Section 6.1(b) or Section 6.1(e) (in each case, solely to the extent such Law or Governmental Order relates to Antitrust Laws) shall not have been satisfied or waived, but all other conditions to Closing in Section 6.1 and Section 6.2 have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, which conditions shall be capable of being satisfied at such time, and other than the condition set forth in Section 6.2(d)) and (2) the Company is not in breach of its obligations under this Agreement in any manner that shall have contributed to the imposition of such Law or Governmental Order referred to in the preceding clause (1) or the failure of such conditions referred to in the preceding clause (1), then Parent shall pay, or cause to be paid, to the Company a fee in the amount of $25,000,000 (the “Termination Fee”).” |
| j. | Section 7.2(c) of the Original Agreement is hereby deleted in its entirety and replaced with the following text: “In the event that the Company receives full payment of the Termination Fee pursuant to Section 7.2(b) (if and as applicable), the receipt of any such Termination Fee (if and as applicable) shall be the sole and exclusive remedy (whether in contract, tort or otherwise, and including with respect to willful breach) for any and all liabilities, losses, damages, obligations, costs or expenses suffered or incurred by the Company, the Members, the Member Representative, or any of their respective Affiliates, including, but not limited to, special, consequential, indirect or punitive damages, suffered or incurred by the Company, the Members, the Member Representative or any other Person in connection with this Agreement and the Transactions (and the termination thereof) against Parent, its Affiliates, and any past, present or future director, officer, employee, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative of any of the foregoing, except as expressly set forth herein.” |
| k. | Section 7.2(d) of the Original Agreement is hereby deleted in its entirety and replaced with the following text: “Each of the Company, Parent and Merger Subs acknowledges and agrees that (i) the agreements contained in this Section 7.2 are an integral part of the Transactions, and that, without these agreements, the Company, Parent and Merger Sub would not enter into this Agreement and (ii) the Termination Fee (if and as applicable) is not a penalty and instead constitutes liquidated damages, in a reasonable amount that will compensate the Company in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions. For the avoidance of doubt, under no circumstances will the Company, its Affiliates, successors and assigns or any of their respective equityholders or officers, directors, managers, employees, agents or other Representatives be permitted or entitled to (A) receive both a grant of specific performance to cause the Closing to occur and all or a portion of the Termination Fee (as applicable) or (B) both the payment of all or any portion of the Termination Fee (as applicable) and a payment of any monetary damages whatsoever (which for the avoidance of doubt, shall not exceed the Termination Fee (as applicable)). In no circumstances will Parent be required to pay Termination Fee (as applicable) more than once or in addition to any other remedy or damages in connection with this Agreement. All payments required by this Section 7.2 shall be made by wire transfer (to an account designated by the Company) in immediately available funds within four (4) Business Days of such termination of this Agreement.” |
| (2) | Other Matters. The Parties agree to the actions set forth on Schedules A, B, C, D and E attached hereto. |
| (3) | Remaining Effect. Except as otherwise expressly provided herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Parties under the Original Agreement, and shall not in any way alter, modify, amend or affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Agreement all of which remain unchanged and continue in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Original Agreement. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto as if the amendments made hereby were originally set forth in the Original Agreement. |
| (4) | References. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Original Agreement. From and after the date of this Amendment, references in the Original Agreement to this “Agreement” or any provision thereof shall be deemed to refer to the Original Agreement or such provision as amended hereby unless the context otherwise requires. |
| (5) | Miscellaneous. Sections 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12 and 8.16 of the Original Agreement are hereby incorporated herein, mutatis mutandis. |
[signatures follow on next page]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.
| PARENT: | ||
| 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 | |
| MERGER SUB I: | ||
| CAPE MERGER SUB I LLC | ||
| By: | /s/ Eric J. Bock | |
| Name: | Eric J. Bock | |
| Title: | Authorized Officer |
| MERGER SUB II: | |
| CAPE MERGER SUB II LLC |
| By: | /s/ Eric J. Bock | ||
| Name: | Eric J. Bock | ||
| Title: | Authorized Officer | ||
[Signature Page to Amendment No. 4 to Agreement and Plan of Merger]
| COMPANY: | |||
| CWT HOLDINGS, LLC | |||
| By: | /s/ Patrick Andersen | ||
| Name: | Patrick Andersen | ||
| Title: | Chief Executive Officer | ||
| MEMBER REPRESENTATIVE: | |||
| REDWOOD DRAWDOWN PARTNERS III, LLC, solely in its capacity as Member Representative | |||
| By: | /s/ Ruben Kliksberg | ||
| Name: | Ruben Kliksberg | ||
| Title: | Managing Member | ||
[Signature Page to Amendment No. 4 to Agreement and Plan of Merger]
Exhibit 99.1
American Express Global Business Travel Announces
Amended Merger Agreement for CWT Acquisition
New York – March 21, 2025 – American Express Global Business Travel, which is operated by Global Business Travel Group, Inc. (NYSE: GBTG) (“Amex GBT” or the “Company”), a leading B2B software and services company for travel, expense, and meetings & events, announced today that it has agreed with CWT to amend the existing terms of their merger agreement that was entered into on March 24, 2024 (as amended on January 17, 2025, March 17, 2025 and March 20, 2025, the “Merger Agreement”).
The amendment provides for, among other things:
| · | A revised CWT transaction value of approximately $540 million (from $570 million originally agreed), on a cash-free, debt-free basis, subject to certain assumptions and purchase price adjustments. Based on this revised valuation, Amex GBT expects the 2024 Adjusted EBITDA multiple to remain in line with the 7.6x pre-synergy multiple and 2.5x post-synergy multiple of Adjusted EBITDA previously announced in March 2024. | |
| · | A revised fixed stock price of $7.50 per share (from $6.00 per share initially agreed) for the shares of Amex GBT to be received as part of the consideration under the Merger Agreement. At the closing of the transaction, Amex GBT now expects to issue approximately 50 million shares of its Class A common stock (down from approximately 72 million shares) and to use cash on hand to fund the remaining transaction consideration (which remains unchanged at $70 million) and the retirement of CWT debt. | |
| · | An extension of the Drop Dead Date (as defined in the Merger Agreement) to December 31, 2025, to provide the parties with additional time to defend the lawsuit filed in January 2025 by the Antitrust Division of the U.S. Department of Justice, seeking a permanent injunction to prevent the proposed transaction. |
Eric J. Bock, Amex GBT’s Chief Legal Officer and Global Head of M&A, stated: “We are pleased to have reached an amended agreement with CWT and look forward to completing the transaction that will provide even more value and choice to customers and suppliers and more opportunities for CWT employees. We remain confident in the merits of our position in the lawsuit initiated by the DOJ and remain prepared to prove this in court, if required. The reduction in the shares to be issued in this transaction reflects our continued belief in the value of our equity. With our strong and flexible balance sheet, coupled with our $300 million share buyback program, we continue to create value for our shareholders.”
Closing of the transaction remains subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.
About Amex GBT
Amex GBT is a leading software and services company for travel, expense, and meetings & events. We have built the most valuable marketplace in travel with the most comprehensive and competitive content. A choice of solutions brought to you through a strong combination of technology and people, delivering the best experiences, proven at scale. With travel professionals and business partners in more than 140 countries, our solutions deliver savings, flexibility, and service from a brand you can trust – Amex GBT.
Visit amexglobalbusinesstravel.com for more information about Amex GBT. Follow @amexgbt on X (formerly known as Twitter), LinkedIn and Instagram.
Forward-Looking Statements
This communication contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding our current expectations or forecasts of future events. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this communication 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, including as a result of the transaction, 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, the following risks, uncertainties and other factors: (1) changes to projected financial information or our ability to achieve our anticipated growth rate and execute on industry opportunities; (2) our ability to maintain our existing relationships with customers and suppliers and to compete with existing and new competitors; (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) factors relating to our business, operations and financial performance, including market conditions and global and economic factors beyond our control; (6) the impact of geopolitical conflicts, including the war in Ukraine and the conflicts in the Middle East, as well as related changes in base interest rates, inflation and significant market volatility on our business, the travel industry, travel trends and the global economy generally; (7) the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs; (8) the effect of a prolonged or substantial decrease in global travel on the global travel industry; (9) 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); (10) the effect of legal, tax and regulatory changes; (11) the decisions of market data providers, indices and individual investors; (12) the outcome of any legal proceedings that may be instituted against Amex GBT or CWT in connection with the transaction; (13) the inability to complete the transaction; (14) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the transaction; (15) the risk that the transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction; (16) the inability to recognize the anticipated benefits of the transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (17) costs related to the transaction; (18) risks related to the business of CWT or unexpected liabilities that arise in connection with the transaction or the integration with CWT; (19) the risk that the assumptions, estimates and estimated adjustments described in this communication may prove to be inaccurate; and (20) other risks and uncertainties described in the Company's Form 10-K, filed with the SEC on March 7, 2025, and in the Company's other SEC filings. 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.
Non-GAAP Financial Measures
Adjusted EBITDA is defined as net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes and depreciation and amortization and as further adjusted to exclude costs that management believes are non-core to the underlying business of the Company, consisting of restructuring, exit and related charges, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation, fair value movements on earnout and warrant derivative liabilities, long-term incentive plan costs, certain corporate costs, foreign currency gains (losses), non-service components of net periodic pension benefit (costs) and gains (losses) on disposal of businesses.
This communication contains non-GAAP financial measures related to the anticipated acquisition. Amex GBT believes these forward-looking non-GAAP measures are of interest to investors. We have not reconciled these forward-looking non-GAAP measures to their corresponding GAAP measures because certain items that impact these measures are unavailable without unreasonable efforts, out of Amex GBT’s control and/or cannot be reasonably predicted without unreasonable efforts.
Media:
Megan Kat
Senior Director Global Communications and Public Affairs
megan.kat@amexgbt.com
Investors:
Jennifer Thorington
Vice President, Investor Relations
investor@amexgbt.com