SEC Form SC TO-I filed by Apollo Strategic Growth Capital

(Name of Subject Company (Issuer) and Filing Person (as Offeror))

Options to Purchase Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

37890B100

(CUSIP Number of Class of Securities)

Eric J. Bock, Esq.

Chief Legal Officer, Global Head of M&A and

Compliance and Corporate Secretary

Global Business Travel Group, Inc.

666 3rd Avenue, 4th Floor

New York, NY 10017

Telephone: (480) 909-1740

(Name, address, and telephone numbers of person authorized to receive notices and

communications on behalf of filing persons)

Copies of communications to:

Gregory A. Fernicola, Esq.

Peter D. Serating, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001-8602

Telephone: (212) 735-3000

The information set forth under “Summary Term Sheet—Overview” and “Summary Term Sheet—Questions and Answers” in the Offer to Exchange Eligible Options for New Restricted Stock Units, dated December 13, 2022 (the “Exchange Offer”), attached hereto as Exhibit (a)(1)(A), is incorporated herein by reference.

Global Business Travel Group, Inc., a Delaware corporation (the “Company”), is the issuer of the securities subject to the Exchange Offer. The Company’s principal executive offices are located at 666 3^rd Avenue, 4^th Floor, New York, NY 10017 and the telephone number of its principal executive offices is (480) 909-1740.

This Tender Offer Statement on Schedule TO relates to an offer by the Company to certain employee optionholders, including certain of the Company's executive officers (as further defined in the Exchange Offer, the “Eligible Participants”), subject to specified conditions, to exchange their eligible outstanding options to purchase shares of the Company’s Class A common stock, par value $0.0001 per share, for new restricted stock units.

An option is eligible for exchange (as further defined in the Exchange Offer, an “Eligible Option”) if it is an out-of-the-money Legacy Option (as defined in the Exchange Offer) or, for certain Eligible Participants, an out-of-the-money BCA Option (as defined in the Exchange Offer), is held by an Eligible Participant and is outstanding as of the Expiration Time (as defined in the Exchange Offer). As of December 9, 2022, there were approximately 20,090,623 Eligible Options outstanding.

Pursuant to the Exchange Offer, in exchange for the tender and cancellation of Eligible Options, the Company will grant new restricted stock units on the Closing Date (as defined in the Exchange Offer), subject to the terms and conditions described in the Exchange Offer and in the related accompanying Election Form, the form of which is attached hereto as Exhibit (a)(1)(C).

The information set forth in the Exchange Offer under “Summary Term Sheet—Overview” and “Summary Term Sheet—Questions and Answers” and the information set forth under Section 1 (“Eligible Participants; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer”), Section 5 (“Acceptance of Eligible Options for Exchange; Grant of New RSUs”) and Section 7 (“Price Range of Our Common Stock”) of the Offering Memorandum for the Exchange Offer contained in the Exchange Offer (the “Offering Memorandum”) are incorporated herein by reference.

The information set forth under Section 7 (“Price Range of Our Common Stock”) of the Offering Memorandum is incorporated herein by reference.

The Company is both the filing person and the subject company. The information set forth under Item 2(a) above and under Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) of the Offering Memorandum is incorporated herein by reference.

The address of each executive officer and director of the Company is:

Global Business Travel Group, Inc.

666 3^rd Avenue, 4^th Floor

New York, NY 10017

The directors and executive officers of the Company are set forth below:

The information set forth in the Exchange Offer under “Summary Term Sheet—Overview” and “Summary Term Sheet—Questions and Answers” and the information set forth in the Offering Memorandum under Section 1 (“Eligible Participants; Eligible Options; the Proposed Exchange; Expiration and Extension of the Exchange Offer”), Section 3 (“Procedures for Tendering Eligible Options”), Section 4 (“Withdrawal Rights”), Section 5 (“Acceptance of Eligible Options for Exchange; Grant of New RSUs”), Section 6 (“Conditions of the Exchange Offer”), Section 8 (“Information Concerning GBTG; Financial Information”), Section 10 (“Accounting Consequences of the Exchange Offer”), Section 11 (“Legal Matters; Regulatory Approvals”), Section 12 (“Material Tax Consequences”) and Section 13 (“Extension of the Exchange Offer; Termination; Amendment”) are incorporated herein by reference.

(b) Purchases.

The information set forth under Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) of the Offering Memorandum is incorporated herein by reference.

The information set forth under Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) of the Offering Memorandum is incorporated herein by reference. The documents incorporated herein by reference as Exhibit (d)(1) through Exhibit (d)(13) also contain information regarding agreements relating to securities of the Company.

The information set forth under Section 2 (“Purpose of the Exchange Offer; Additional Considerations”) of the Offering Memorandum is incorporated herein by reference.

The information set forth under Section 5 (“Acceptance of Eligible Options for Exchange; Grant of New RSUs”) of the Offering Memorandum is incorporated herein by reference.

The information set forth under Section 2 (“Purpose of the Exchange Offer; Additional Considerations”) of the Offering Memorandum is incorporated herein by reference.

The information set forth under Section 14 (“Consideration; Fees and Expenses”) of the Offering Memorandum is incorporated herein by reference.

The information set forth under Section 6 (“Conditions of the Exchange Offer”) of the Offering Memorandum is incorporated herein by reference.

Not applicable.

The information set forth under Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) of the Offering Memorandum is incorporated herein by reference.

The information set forth under Section 9 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Our Securities”) of the Offering Memorandum is incorporated herein by reference.

Not applicable.

The information set forth under Section 8 (“Information Concerning GBTG; Financial Information”), including Schedule A, and Section 15 (“Additional Information”) of the Offering Memorandum is incorporated herein by reference.

Not applicable.

Not applicable.

Filing Fee Table.

Not applicable.

After due 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.