- American Express Global Business Travel delivers unrivaled
value, choice and experiences through its leading B2B travel
platform
- American Express Global Business Travel and Apollo Strategic
Growth Capital to combine at pro forma market capitalization of
$5.3 billion
- Transaction to provide up to $1.2 billion of gross proceeds,
including an upsized and oversubscribed fully committed $335
million PIPE investment at $10.00 per common share with key
investors including Apollo, Ares, HG Vora, Sabre and Zoom
- Listing on New York Stock Exchange anticipated to accelerate
growth strategy and provide additional investment capacity
- New shareholders to join existing investors American Express
Company, Certares and Expedia Group
American Express Global Business Travel (“GBT”), the world’s
leading B2B travel platform, today announced its entry into a
definitive business combination agreement with special purpose
acquisition company Apollo Strategic Growth Capital (NYSE: APSG)
(“APSG”). The combination is expected to create the world’s largest
publicly traded B2B travel platform, which plans to list on the New
York Stock Exchange (“NYSE”) under the new ticker symbol “GBTG”.
Becoming a public company positions GBT to accelerate its existing
growth strategy, while providing additional investment capacity and
flexibility to create more value and choice for customers.
Communications platform company Zoom Video Communications;
global travel technology company Sabre; APSG’s sponsor, an
affiliate of alternative asset manager Apollo; funds managed by the
private equity group of Ares Management Corporation (“Ares”); and
investment adviser HG Vora, are among a new group of strategic and
institutional investors committed to joining GBT’s upsized,
oversubscribed PIPE. Upon the closing of the transaction, these
companies will join American Express Company, one of the world’s
largest payment and card services providers, Expedia Group, one of
the world’s largest online travel businesses, and Certares, a
travel investment specialist, as shareholders.
Paul Abbott, GBT’s Chief Executive Officer, said: “Becoming a
public company will be a historic milestone on GBT’s 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.”
Sanjay Patel, CEO of APSG and Partner at Apollo, said: “We are
delighted to support Paul and the GBT team alongside American
Express Company, Expedia Group, Certares and the PIPE investors. We
look forward to executing this combination and to supporting GBT’s
future growth as a public company.”
Itai Wallach, Partner at Apollo, said: “American Express Global
Business Travel is an industry leader with an incredible brand,
strong management team and highly strategic shareholder base. This
combination is an exciting and unique opportunity to support a
leading company with strong staying power and the opportunity to
accelerate its growth as a public company.”
Kelly Steckelberg, Chief Financial Officer at Zoom, said: “We
are thrilled to invest in GBT and look forward to working with
their talented team as they strive to deliver innovative and
engaging virtual, face-to-face, and hybrid meeting and event
experiences. Companies are increasingly looking for experts and
best-in-class technology solutions for meetings and events in the
new hybrid world, as evidenced by the demand for Zoom Events.
“Our companies share a relentless focus on the customer
experience, and we are excited to leverage our Zoom Events solution
to collaborate with GBT to bring unmatched meeting services to
businesses of all sizes around the world,” added Steckelberg.
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.
GBT Investment Highlights
- Global leader in a $1.4 trillion industry with significant
runway for growth
- Leading B2B travel platform, with strong brand and strategic
shareholders
- Unique model with strong value proposition to customers and
suppliers enabled by cutting-edge technology
- Multiple avenues to accelerate growth and create value
- Well-positioned for recovery in the large and resilient travel
sector
- Proven value creation through M&A and operational
expertise
- Strong financial performance, with proven track record of
growth and profitability
Transaction Overview
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 no redemptions by APSG’s
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 APSG’s approximately $817 million of cash
held in trust and the upsized $335 million fully committed common
stock PIPE financing (the “PIPE Investment”). All references to
transaction proceeds are subject to any redemptions by the public
shareholders of APSG and payment of transaction expenses.
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 APSG’s
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.
Webcast Information
GBT and APSG have posted a pre-recorded joint investor
conference call and associated presentation materials to
investors.amexglobalbusinesstravel.com to discuss the proposed
transaction. The investor presentation will also be filed with the
Securities and Exchange Commission (“SEC”) by APSG as an exhibit to
a Current Report on Form 8-K which can be viewed on the SEC’s
website at www.sec.gov.
Advisors
Credit Suisse, Goldman Sachs and Morgan Stanley & Co. LLC
are acting as financial advisors to GBT. Skadden, Arps, Slate,
Meagher & Flom LLP and Steptoe & Johnson LLP are acting as
legal advisors to GBT.
Evercore is acting as financial and capital markets advisor to
APSG. Houlihan Lokey also served as a financial advisor to APSG.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal
counsel to APSG.
Morgan Stanley & Co. LLC, Apollo Global Securities, Credit
Suisse and Evercore acted as placement agents to APSG for the PIPE
Investment. Kirkland & Ellis LLP acted as legal counsel to the
placement agents.
About American Express Global Business Travel
American Express Global Business Travel (GBT) is the world’s
leading B2B travel platform, providing software and services to
manage travel, expenses, and meetings & events for companies of
all sizes. We have built the most valuable marketplace in B2B
travel to deliver unrivalled choice, value and experiences. With
travel professionals in more than 140 countries, our customers and
travelers enjoy the powerful backing of American Express Global
Business Travel.
Visit amexglobalbusinesstravel.com for more information about
GBT.
About Apollo Strategic Growth Capital
Apollo Strategic Growth Capital is a special purpose acquisition
company formed for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or
similar business combination with one or more businesses.
Forward-Looking Statements
This press release contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other
than statements of historical fact contained in this press release,
including market size and growth opportunities, are forward-looking
statements. Some of these forward-looking statements can be
identified by the use of forward-looking words, including
“anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,”
“estimates,” “targets,” “predicts,” “projects,” “should,” “could,”
“would,” “may,” “will,” “continue,” “forecast” or other similar
expressions. All forward-looking statements are based upon
estimates and forecasts and reflect the views, assumptions,
expectations, and opinions of GBT and APSG as of the date of this
press release, and may include, without limitation, changes in
general economic conditions as a result of COVID-19, all of which
are accordingly subject to change. Any such estimates, assumptions,
expectations, forecasts, views or opinions set forth in this press
release should be regarded as indicative, preliminary and for
illustrative purposes only and should not be relied upon as being
necessarily indicative of future results.
The forward-looking statements contained in this press release
are subject to a number of factors, risks and uncertainties, some
of which are not currently known to GBT or APSG. You should
carefully consider the risks and uncertainties described in the
“Risk Factors” section of APSG's Annual Report on Form 10-K/A filed
with the SEC on November 29, 2021 (the “annual report”). These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from expected results contained in the forward-looking
statements.
Most of these factors are outside APSG’s and GBT’s control and
are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the outcome of any legal
proceedings that may be instituted against APSG or GBT following
the announcement of the transaction; (2) the inability to complete
the business combination, including due to the inability to
concurrently close the business combination and the PIPE or due to
failure to obtain approval of the shareholders of APSG; (3) delays
in obtaining, adverse conditions contained in, or the inability to
obtain necessary regulatory approvals or complete regulatory
reviews required to complete the business combination; (4) the risk
that the business combination disrupts current plans and operations
as a result of the announcement and consummation of the business
combination; (5) the inability to recognize the anticipated
benefits of the business combination, 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; (6) costs related to the business combination; (7)
changes in the applicable laws or regulations; (8) the possibility
that the combined company may be adversely affected by other
economic, business, and/or competitive factors; (9) the impact of
the global COVID-19 pandemic; and (10) other risks and
uncertainties described in APSG’s Annual Report. APSG and GBT
caution that the foregoing list of factors is not exclusive and not
to place undue reliance upon any forward-looking statements, which
speak only as of the date made. Neither APSG nor GBT undertakes or
accepts any obligation to release publicly any updates or revisions
to any forward-looking statements to reflect any change in its
expectations or any change in events, conditions or circumstances
on which any such statement is based, except as required by
law.
No Offer or Solicitation
This press release is for informational purposes only and does
not constitute an offer to sell or purchase, or a solicitation of
an offer to sell, buy or subscribe for, any securities in any
jurisdiction, or a solicitation of any proxy, vote, consent or
approval relating to the business combination or otherwise in any
jurisdiction, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdictions.
Additional Information and Where to Find It
In connection with the proposed business combination, APSG
intends to file a registration statement on Form S-4 with the SEC
containing a preliminary prospectus and a preliminary proxy
statement, and after the registration statement is declared
effective, APSG will mail a definitive proxy statement/prospectus
relating to the proposed business combination to its shareholders.
This press release does not contain all the information that should
be considered concerning the proposed business combination and is
not intended to form the basis of any investment decision or any
other decision in respect of the business combination. APSG’s
shareholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus and the
amendments thereto and the definitive proxy statement/prospectus
and other documents filed in connection with the proposed business
combination, as these materials will contain important information
about GBT, APSG and the proposed business combination. When
available, the definitive proxy statement/prospectus and other
relevant materials for the proposed business combination will be
mailed to shareholders of APSG as of a record date to be
established for voting on the proposed business combination. Such
shareholders will also be able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed with the SEC,
without charge, once available, at the SEC’s website at
www.sec.gov, or by directing a request to Apollo Strategic Growth
Capital, 9 West 57th Street, 43rd Floor, New York, NY 10019,
Attention: James Crossen (212) 515-3200.
Participants in the Solicitation
APSG and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
shareholders of APSG with respect to the business combination.
Information regarding APSG’s directors and executive officers is
contained in APSG’s Annual Report on Form 10-K/A for the year ended
December 31, 2020, which was filed with the SEC on November 29,
2021. Additional information regarding such participants will be
contained in the proxy statement/prospectus relating to the
proposed business combination and other relevant documents filed
with the SEC when they become available. Free copies of these
documents may be obtained as described in the preceding
paragraph.
GBT and its directors and executive officers may also be deemed
to be participants in the solicitation of proxies from APSG’s
shareholders in connection with the business combination. A list of
the names of such directors and executive officers and information
regarding their interests in the business combination will be
contained in the proxy statement/prospectus relating to the
proposed business combination when available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211203005244/en/
American Express Global Business Travel
Media: Martin Ferguson Vice President Global Communications and
Public Affairs martin.ferguson@amexgbt.com
Investors: Barry Sievert Vice President Investor Relations,
American Express Global Business Travel investor@amexgbt.com
Apollo Strategic Growth Capital
Media: communications@apollo.com
Investors: info@apollostrategicgrowthcapital.com
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