(08 Dec 2021)
American Express Global Business Travel (GBT)
has entered into a definitive business combination agreement with
special purpose acquisition company Apollo Strategic Growth
Capital (APSG).
The transaction implies a pro forma
market capitalization of approximately $5.3 billion and a pro
forma enterprise valuation of approximately $5 billion for GBT, assuming
there are no redemptions by APSGs shareholders.
Current
GBT common equity holders are expected to roll their existing
equity holdings into the combined company.
The transaction is
expected to provide up to approximately $1.2 billion in gross
proceeds, comprised of APSGs approximately $817 million of cash
held in trust and the upsized $335 million fully committed common
stock PIPE financing.
Virgin Atlantic Airbus A350-1000 reg: G-VPOP. Picture by Steven Howard of TravelNewsAsia.com
Zoom Video Communications; Sabre; Apollo; Ares
Management Corporation; and investment adviser HG Vora,
are among a new group of strategic and institutional investors
committed to joining GBTs upsized, oversubscribed PIPE.
In addition, GBT has obtained commitments for an additional $1
billion term loan facility to be established under its existing
credit agreement to repay approximately $600 million of certain
existing term loan facilities and to provide an incremental $400
million of financing for general corporate purposes, including to
backstop potential redemptions.
Both GBT and APSG boards
of directors have approved the proposed transaction, which is
expected to be completed in the first half of 2022 subject to the
satisfaction of customary closing conditions, including approval
of the business combination by APSGs shareholders and certain
regulatory approvals.
Upon the closing of the
transaction, the combined company will be renamed Global Business
Travel Group, Inc. and will continue to conduct its day-to-day
business under its existing name and brand American Express Global
Business Travel. The Expedia Group and Certares will join American
Express Company as shareholders.
The company plans to list
on the New York Stock Exchange under the new ticker symbol GBTG.
Paul Abbott, GBTs Chief
Executive Officer, said, Becoming a public company will be a
historic milestone on GBTs growth journey. Commitments from new
investors like Zoom, Sabre, Apollo, Ares and HG Vora are a huge
vote of confidence in our business and the future of business
travel, and meetings and events. We expect that becoming a listed
company will give us the additional investment capacity to strengthen our commitment to providing unrivaled value, choice and
experiences to our customers and partners.
Under an 11-year agreement to take effect upon
closure of the transaction, GBT will continue to have the right to
use the American Express trademark in connection with the American
Express Global Business Travel and American Express GBT Meetings &
Events brands.
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