SEC Form SC 13G filed by Apollo Strategic Growth Capital

6/8/22 5:15:17 PM ET

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SC 13G 1 tm2218025d1_sc13g.htm SC 13G

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Global Business Travel Group, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

37890B100

(CUSIP Number)

May 27, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 37890B100

Schedule 13G

Page 1 of 19

1	Names of Reporting Persons ASOF Holdings I, L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 4,337,784
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 4,337,784

9	Aggregate Amount Beneficially Owned by Each Reporting Person 4,337,784
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 7.6%
12	Type of Reporting Person PN

CUSIP No. 37890B100

Schedule 13G

Page 2 of 19

1	Names of Reporting Persons ASOF II A (DE) Holdings I, L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 2,168,891
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 2,168,891

9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,168,891
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 3.8%
12	Type of Reporting Person PN

CUSIP No. 37890B100

Schedule 13G

Page 3 of 19

1	Names of Reporting Persons ASOF II Holdings I, L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 2,168,893
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 2,168,893

9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,168,893
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 3.8%
12	Type of Reporting Person PN

CUSIP No. 37890B100

Schedule 13G

Page 4 of 19

1	Names of Reporting Persons ASOF Investment Management LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 8,675,568
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 8,675,568

9	Aggregate Amount Beneficially Owned by Each Reporting Person 8,675,568
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 15.2%
12	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 37890B100

Schedule 13G

Page 5 of 19

1	Names of Reporting Persons Ares Management LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 8,675,568
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 8,675,568

9	Aggregate Amount Beneficially Owned by Each Reporting Person 8,675,568
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 15.2%
12	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 37890B100

Schedule 13G

Page 6 of 19

1	Names of Reporting Persons Ares Management Holdings L.P.
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 8,675,568
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 8,675,568

9	Aggregate Amount Beneficially Owned by Each Reporting Person 8,675,568
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 15.2%
12	Type of Reporting Person PN

CUSIP No. 37890B100

Schedule 13G

Page 7 of 19

1	Names of Reporting Persons Ares Holdco LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 8,675,568
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 8,675,568

9	Aggregate Amount Beneficially Owned by Each Reporting Person 8,675,568
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 15.2%
12	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 37890B100

Schedule 13G

Page 8 of 19

1	Names of Reporting Persons Ares Management Corporation
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 8,675,568
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 8,675,568

9	Aggregate Amount Beneficially Owned by Each Reporting Person 8,675,568
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 15.2%
12	Type of Reporting Person CO

CUSIP No. 37890B100

Schedule 13G

Page 9 of 19

1	Names of Reporting Persons Ares Voting LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 8,675,568
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 8,675,568

9	Aggregate Amount Beneficially Owned by Each Reporting Person 8,675,568
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 15.2%
12	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 37890B100

Schedule 13G

Page 10 of 19

1	Names of Reporting Persons Ares Management GP LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 8,675,568
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 8,675,568

9	Aggregate Amount Beneficially Owned by Each Reporting Person 8,675,568
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 15.2%
12	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 37890B100

Schedule 13G

Page 11 of 19

1	Names of Reporting Persons Ares Partners Holdco LLC
2	Check the Appropriate Box if a Member of a Group	(a) ¨ (b) ¨
3	SEC Use Only
4	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 0
	6	Shared Voting Power 8,675,568
	7	Sole Dispositive Power 0
	8	Shared Dispositive Power 8,675,568

9	Aggregate Amount Beneficially Owned by Each Reporting Person 8,675,568
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares Not Applicable
11	Percent of Class Represented by Amount in Row 9 15.2%
12	Type of Reporting Person OO (Limited Liability Company)

CUSIP No. 37890B100

Schedule 13G

Page 12 of 19

ITEM 1.

(a)

Name of Issuer:

Global Business Travel Group, Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

666 3rd Avenue, 4th Floor, New York, NY 10017.

ITEM 2.

(a)

Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

ASOF Holdings I, L.P. (“ASOF Holdings I”)

ASOF II A (DE) Holdings I, L.P. (“ASOF II A (DE) Holdings I”)

ASOF II Holdings I, L.P. (“ASOF II Holdings I” and, together with ASOF Holdings I and ASOF II A (DE) Holdings I, the “Ares Holders”)

ASOF Investment Management LLC (“ASOF Investment Management”)

Ares Management LLC

Ares Management Holdings L.P. (“Ares Management Holdings”)

Ares Holdco LLC (“Ares Holdco”)

Ares Management Corporation (“Ares Management”)

Ares Voting LLC (“Ares Voting”)

10.

Ares Management GP LLC (“Ares Management GP”)

11.

Ares Partners Holdco LLC (“Ares Partners”)

(b)

Address or Principal Business Office:

The address for each of the Reporting Persons is c/o Ares Management LLC, 2000 Avenue of the Stars, 12th Floor, Los Angeles, CA 90067.

(c)

Citizenship of each Reporting Person is:

Each of the Reporting Persons is organized under the laws of the State of Delaware.

(d)

Title of Class of Securities:

Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”).

(e)

CUSIP Number:

37890B100

CUSIP No. 37890B100

Schedule 13G

Page 13 of 19

ITEM 3.

Not applicable.

ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Class A Common Stock of the Issuer as of the date hereof, based upon 56,945,033 shares of the Class A Common Stock issued and outstanding as of May 27, 2022, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2022.

Reporting Person	Amount beneficially owned:		Percent of class:			Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
ASOF Holdings I, L.P.		4,337,784		7.6	%		0		4,337,784		0		4,337,784
ASOF II A (DE) Holdings I, L.P.		2,168,891		3.8	%		0		2,168,891		0		2,168,891
ASOF II Holdings I, L.P.		2,168,893		3.8	%		0		2,168,893		0		2,168,893
ASOF Investment Management LLC		8,675,568		15.2	%		0		8,675,568		0		8,675,568
Ares Management Holdings L.P.		8,675,568		15.2	%		0		8,675,568		0		8,675,568
Ares Management LLC		8,675,568		15.2	%		0		8,675,568		0		8,675,568
Ares Holdco LLC		8,675,568		15.2	%		0		8,675,568		0		8,675,568
Ares Management Corporation		8,675,568		15.2	%		0		8,675,568		0		8,675,568
Ares Voting LLC		8,675,568		15.2	%		0		8,675,568		0		8,675,568
Ares Management GP LLC		8,675,568		15.2	%		0		8,675,568		0		8,675,568
Ares Partners Holdco LLC		8,675,568		15.2	%		0		8,675,568		0		8,675,568

The amount of securities reported herein includes: (i) 4,337,784 shares of Class A Common Stock held of record by ASOF Holdings I; (ii) 2,168,891 shares of Class A Common Stock held of record by ASOF II A (DE) Holdings I; and (iii) 2,168,893 shares of Class A Common Stock held of record by ASOF II Holdings I.

ASOF Investment Management is the manager of each of the Ares Holders. The sole member of ASOF Investment Management is Ares Management LLC. The sole member of Ares Management LLC is Ares Management Holdings and the general partner of Ares Management Holdings is Ares Holdco. The sole member of Ares Holdco is Ares Management. Ares Management GP is the sole holder of the Class B common stock of Ares Management (the “Ares Class B Common Stock”) and Ares Voting is the sole holder of the Class C common stock of Ares Management (the “Ares Class C Common Stock”). Pursuant to Ares Management’s Certificate of Incorporation in effect as of the date of this filing, the holders of the Ares Class B Common Stock and the Ares Class C Common Stock, collectively, will generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. The sole member of both Ares Management GP and Ares Voting is Ares Partners.

CUSIP No. 37890B100

Schedule 13G

Page 14 of 19

Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the “Board Members”). Mr. Ressler generally has veto authority over the Board Members’ decisions. Each of the Reporting Persons (other than the Ares Holders, in each case, solely with respect to the shares of Class A Common Stock held of record by each such Ares Holder as set forth above), the Board Members and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons expressly disclaims beneficial ownership of these securities.

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

ITEM 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

ITEM 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No. 37890B100

Schedule 13G

Page 15 of 19

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 8, 2022

	ASOF Holdings I, L.P.
	By:	ASOF Investment Management LLC, its manager

	By:	/s/ Naseem Sagati Aghili
	Name:	Naseem Sagati Aghili
	Title:	Authorized Signatory

	ASOF II A (DE) Holdings I, L.P.
	By:	ASOF Investment Management LLC, its manager

	By:	/s/ Naseem Sagati Aghili
	Name:	Naseem Sagati Aghili
	Title:	Authorized Signatory

	ASOF II Holdings I, L.P.
	By:	ASOF Investment Management LLC, its manager

	By:	/s/ Naseem Sagati Aghili
	Name:	Naseem Sagati Aghili
	Title:	Authorized Signatory

	ASOF Investment Management LLC

	By:	/s/ Naseem Sagati Aghili
	Name:	Naseem Sagati Aghili
	Title:	Authorized Signatory

	Ares Management LLC

	By:	/s/ Naseem Sagati Aghili
	Name:	Naseem Sagati Aghili
	Title:	Authorized Signatory

CUSIP No. 37890B100

Schedule 13G

Page 16 of 19

	Ares Management Holdings L.P.
	By:	Ares Holdco LLC, its general partner

	By:	/s/ Naseem Sagati Aghili
	Name:	Naseem Sagati Aghili
	Title:	Authorized Signatory

	Ares Holdco LLC

	By:	/s/ Naseem Sagati Aghili
	Name:	Naseem Sagati Aghili
	Title:	Authorized Signatory

	Ares Management Corporation

	By:	/s/ Naseem Sagati Aghili
	Name:	Naseem Sagati Aghili
	Title:	Authorized Signatory

	Ares Voting LLC
	By:	Ares Partners Holdco LLC, its sole member

	By:	/s/ Naseem Sagati Aghili
	Name:	Naseem Sagati Aghili
	Title:	Authorized Signatory

	Ares Management GP LLC

	By:	/s/ Naseem Sagati Aghili
	Name:	Naseem Sagati Aghili
	Title:	Authorized Signatory

	Ares Partners Holdco LLC

	By:	/s/ Naseem Sagati Aghili
	Name:	Naseem Sagati Aghili
	Title:	Authorized Signatory

CUSIP No. 37890B100

Schedule 13G

Page 17 of 19

LIST OF EXHIBITS

Exhibit No.	Description

99	Joint Filing Agreement

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SEC Form SC 13G filed by Apollo Strategic Growth Capital

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