Global Business Travel Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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| 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