|
Cayman Islands*
(State or other jurisdiction of incorporation or organization) |
| |
6770
(Primary Standard Industrial Classification Code Number) 9 West 57th Street 43rd Floor New York, NY 10019 (212) 515-3200 |
| |
98-0598290
(I.R.S. Employer Identification No.) |
|
|
Brian M. Janson, Esq.
Ross A. Fieldston, Esq. Gregory A. Ezring, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 (212) 373-3000 |
| |
Gregory A Fernicola, Esq.
Peter D. Serating, Esq. Thaddeus P. Hartmann, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001-8602 (212) 735-3000 |
| |
Eric J. Bock, Esq.
Chief Legal Officer GBT JerseyCo Limited 666 3rd Avenue, 4th Floor New York, New York 10172 Telephone: (212) 679-1600 Facsimile: (914) 612-4018 |
|
|
Large accelerated filer
|
| | ☒ | | | Accelerated filer | | | ☐ | |
|
Non-accelerated filer
|
| | ☐ | | | Smaller reporting company | | | ☐ | |
| | | | | | | Emerging growth company | | | ☐ | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
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| | | | | 114 | | | |
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| | | | | 212 | | | |
| | | | | 214 | | | |
| | | | | 223 | | | |
| | | | | 227 | | | |
| | | | | 228 | | | |
| | | | | 239 | | | |
| | | | | 257 | | | |
| | | | | 258 | | | |
| | | | | 261 | | | |
| | | | | 292 | | | |
| | | | | 297 | | | |
| | | | | 332 | | | |
| | | | | 338 | | | |
| | | | | 347 | | | |
| | | | | 355 | | | |
| | | | | 359 | | | |
| | | | | 367 | | | |
| | | | | 370 | | | |
| | | | | 385 | | | |
| | | | | 386 | | | |
| | | | | 387 | | | |
| | | | | 388 | | | |
| | | | | 388 | | |
| | | | | 388 | | | |
| | | | | 388 | | | |
| | | | | 388 | | | |
| | | | | 389 | | | |
| | | | | F-1 | | |
| Annex A | | | | |
| Annex B | | | | |
| Annex C | | | | |
| Annex D | | | | |
| Annex E | | | | |
| Annex F | | | | |
| Annex G | | | | |
| Annex H | | | | |
| Annex I | | | | |
| Annex J | | | | |
| Annex K | | | | |
| Annex L | | | | |
| Annex M | | | | |
| Annex N | | | | |
| Annex O | | | | |
| Annex P | | | | |
| Annex Q | | | | |
| Annex R | | | | |
| Annex S | | | |
Pro Forma Combined Share Ownership in Global Business Travel Group, Inc.
|
| ||||||||||||||||||||||||
| | |
Assuming No Redemptions
|
| |
Assuming Maximum Redemptions(1)
|
| ||||||||||||||||||
| | |
Shares
|
| |
Percentage
|
| |
Shares
|
| |
Percentage
|
| ||||||||||||
Continuing JerseyCo Owners(2): | | | | | | | | | | | | | | | | | | | | | | | | | |
Juweel
|
| | | | 162,746,106 | | | | | | 30.7% | | | | | | 162,746,106 | | | | | | 36.2% | | |
Amex HoldCo.
|
| | | | 158,135,872 | | | | | | 29.8% | | | | | | 158,135,872 | | | | | | 35.2% | | |
Expedia
|
| | | | 73,919,489 | | | | | | 13.9% | | | | | | 73,919,489 | | | | | | 16.5% | | |
Total
|
| | | | 394,801,467 | | | | | | 74.4% | | | | | | 394,801,467 | | | | | | 87.9% | | |
Public Shareholders(3)
|
| | | | 81,681,000 | | | | | | 15.4% | | | | | | 500,000 | | | | | | 0.1% | | |
PIPE Investors(4)
|
| | | | 33,500,000 | | | | | | 6.3% | | | | | | 33,500,000 | | | | | | 7.5% | | |
Sponsor and Insiders(5)
|
| | | | 20,420,250 | | | | | | 3.8% | | | | | | 20,420,250 | | | | | | 4.5% | | |
Total Shares of Domesticated Acquiror Common Stock(6)
|
| | | | 530,402,717 | | | | | | 100.0% | | | | | | 449,221,717 | | | | | | 100.0% | | |
| | |
Assuming No Redemptions
|
| |
Assuming Maximum
Redemptions(1) |
| ||||||||||||||||||
| | |
Shares
|
| |
Percentage
|
| |
Shares
|
| |
Percentage
|
| ||||||||||||
Continuing JerseyCo Owners(2): | | | | | | | | | | | | | | | | | | | | | | | | | |
Juweel
|
| | | | 162,746,106 | | | | | | 30.7% | | | | | | 162,746,106 | | | | | | 36.2% | | |
Amex HoldCo.
|
| | | | 158,135,872 | | | | | | 29.8% | | | | | | 158,135,872 | | | | | | 35.2% | | |
Expedia
|
| | | | 73,919,489 | | | | | | 13.9% | | | | | | 73,919,489 | | | | | | 16.5% | | |
Total
|
| | | | 394,801,467 | | | | | | 74.4% | | | | | | 394,801,467 | | | | | | 87.9% | | |
Public Shareholders(3)
|
| | | | 81,681,000 | | | | | | 15.4% | | | | | | 500,000 | | | | | | 0.1% | | |
PIPE Investors(4)
|
| | | | 33,500,000 | | | | | | 6.3% | | | | | | 33,500,000 | | | | | | 7.5% | | |
Sponsor and Insiders(5)
|
| | | | 20,420,250 | | | | | | 3.8% | | | | | | 20,420,250 | | | | | | 4.5% | | |
Total Shares of Domesticated Acquiror Common Stock(6)
|
| | | | 530,402,717 | | | | | | 100.0% | | | | | | 449,221,717 | | | | | | 100.0% | | |
Sources of Cash
|
| | | | | | | |
Uses of Cash
|
| | | | | | |
Proceeds from Trust Account
|
| | | $ | 817 | | | |
Cash to Balance Sheet
|
| | | $ | 898 | | |
PIPE Investment
|
| | | | 335 | | | |
Redemption of GBT Preferred Shares
|
| | | | 164 | | |
| | | | | | | | |
Transaction Costs
|
| | | | 90(a) | | |
Total Sources
|
| | | $ | 1,152 | | | |
Total Uses
|
| | | $ | 1,152 | | |
Sources of Cash
|
| | | | | | | |
Uses of Cash
|
| | | | | | |
Proceeds from Trust Account
|
| | | $ | 817 | | | |
Cash to Balance Sheet
|
| | | $ | 86 | | |
PIPE Investment
|
| | | | 335 | | | |
Redemption of GBT Preferred Shares
|
| | | | 164 | | |
| | | | | | | | |
Transaction Costs
|
| | | | 90(a) | | |
| | | | | | | | |
Shareholder Redemptions
|
| | | | 812 | | |
Total Sources
|
| | | $ | 1,152 | | | |
Total Uses
|
| | | $ | 1,152 | | |
| | |
Nine Months
Ended September 30, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
($ in millions, except share and per share data)
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||||||||||||||||||||
Consolidated Statements of Operations
Data: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | $ | 476 | | | | | $ | 662 | | | | | $ | 793 | | | | | $ | 2,119 | | | | | $ | 1,899 | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue (excluding depreciation and amortization shown separately below)
|
| | | | 304 | | | | | | 421 | | | | | | 529 | | | | | | 880 | | | | | | 813 | | |
Sales and marketing
|
| | | | 139 | | | | | | 151 | | | | | | 199 | | | | | | 286 | | | | | | 255 | | |
Technology and content
|
| | | | 179 | | | | | | 213 | | | | | | 277 | | | | | | 339 | | | | | | 316 | | |
| | |
Nine Months
Ended September 30, |
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
($ in millions, except share and per share data)
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||||||||||||||||||||
General and administrative
|
| | | | 122 | | | | | | 123 | | | | | | 181 | | | | | | 255 | | | | | | 295 | | |
Restructuring (reversal) charges
|
| | | | (5) | | | | | | 90 | | | | | | 206 | | | | | | 12 | | | | | | 21 | | |
Depreciation and amortization
|
| | | | 104 | | | | | | 109 | | | | | | 148 | | | | | | 141 | | | | | | 125 | | |
Total operating expenses
|
| | | | 843 | | | | | | 1,107 | | | | | | 1,540 | | | | | | 1,913 | | | | | | 1,825 | | |
Operating (loss) income
|
| | | | (367) | | | | | | (445) | | | | | | (747) | | | | | | 206 | | | | | | 74 | | |
Interest income
|
| | |
|
—
|
| | | | | 1 | | | | | | 1 | | | | | | 5 | | | | | | 4 | | |
Interest expense
|
| | | | (37) | | | | | | (17) | | | | | | (27) | | | | | | (15) | | | | | | (7) | | |
Other income (expense), net
|
| | | | 5 | | | | | | 7 | | | | | | 14 | | | | | | (3) | | | | | | (37) | | |
(Loss) income before income taxes
and share of (losses) earnings from equity method investments |
| | | | (399) | | | | | | (454) | | | | | | (759) | | | | | | 193 | | | | | | 34 | | |
Benefit from (provision for) income taxes
|
| | | | 126 | | | | | | 100 | | | | | | 145 | | | | | | (60) | | | | | | (18) | | |
Share of (losses) earnings in equity method investments
|
| | | | (2) | | | | | | (4) | | | | | | (5) | | | | | | 5 | | | | | | 6 | | |
Net (loss) income
|
| | | | (275) | | | | | | (358) | | | | | | (619) | | | | | | 138 | | | | | | 22 | | |
Net loss (income) attributable to non-controlling interests in subsidiaries
|
| | | | 1 | | | | | | 1 | | | | | | 1 | | | | | | (4) | | | | | | (3) | | |
Net (loss) income attributable to GBT
|
| | | | (274) | | | | | | (357) | | | | | | (618) | | | | | | 134 | | | | | | 19 | | |
Preferred shares dividend
|
| | | | (5) | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | — | | |
Net loss attributable to the
shareholders of GBT’s ordinary shares |
| | | $ | (279) | | | | | $ | (357) | | | | | $ | (618) | | | | | $ | 134 | | | | | $ | 19 | | |
(Loss) earnings per share attributable
to the shareholders of GBT’s ordinary shares – Basic: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) income per share
|
| | | $ | (7.74) | | | | | $ | (9.93) | | | | | $ | (17.18) | | | | | $ | 3.72 | | | | | $ | 0.53 | | |
Weighted average number of shares outstanding
|
| | | | 36,000,000 | | | | | | 36,000,000 | | | | | | 36,000,000 | | | | | | 36,000,000 | | | | | | 36,000,000 | | |
(Loss) earnings per share attributable
to the shareholders of the GBT’s ordinary shares – Diluted: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Loss) earnings per share
|
| | | $ | (7.74) | | | | | $ | (9.93) | | | | | $ | (17.18) | | | | | $ | 3.61 | | | | | $ | 0.51 | | |
Weighted average number of shares outstanding
|
| | | | 36,000,000 | | | | | | 36,000,000 | | | | | | 36,000,000 | | | | | | 37,102,120 | | | | | | 36,976,295 | | |
|
| | |
As of September 30,
|
| |
As of December 31,
|
| ||||||||||||
($ in millions)
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||||||||
Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 436 | | | | | $ | 584 | | | | | $ | 496 | | |
Working capital, excluding current portion of long-term debt(1)
|
| | | | 200 | | | | | | 306 | | | | | | 579 | | |
Total assets
|
| | | | 2,727 | | | | | | 2,758 | | | | | | 3,094 | | |
Total debt, net of unamortized debt discount and unamortized debt issuance costs(2)
|
| | | | 767 | | | | | | 624 | | | | | | 237 | | |
Total liabilities
|
| | | | 1,880 | | | | | | 1,774 | | | | | | 1,412 | | |
Preferred shares
|
| | | | 155 | | | | |
|
—
|
| | | |
|
—
|
| |
Total shareholders’ equity
|
| | | | 692 | | | | | | 984 | | | | | | 1,682 | | |
| | |
Nine Months Ended September 30,
|
| |
Year Ended December 31,
|
| ||||||||||||||||||||||||
($ in millions)
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
| | |
(Unaudited)
|
| |
(Audited)
|
| ||||||||||||||||||||||||
Consolidated Statement of Cash Flows Data: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash (used in) from operating activities
|
| | | $ | (343) | | | | | $ | (105) | | | | | $ | (250) | | | | | $ | 227 | | | | | $ | 137 | | |
Net cash used in investing activities
|
| | | | (81) | | | | | | (36) | | | | | | (47) | | | | | | (87) | | | | | | (529) | | |
Net cash from (used in) financing activities
|
| | | | 280 | | | | | | 386 | | | | | | 384 | | | | | | (65) | | | | | | 225 | | |
| | |
Global Business Travel Group, Inc.
|
| |||||||||||||||||||||
| | |
Pro Forma Combined
|
| |||||||||||||||||||||
| | |
Nine Months Ended
September 30, 2021 |
| |
Year Ended December 31, 2020
|
| ||||||||||||||||||
($ in millions, except share and per share data)
|
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||
Revenue
|
| | | $ | 590 | | | | | $ | 590 | | | | | $ | 960 | | | | | $ | 960 | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue (excluding depreciation and amortization shown separately below)
|
| | | | 416 | | | | | | 416 | | | | | | 735 | | | | | | 735 | | |
Sales and marketing
|
| | | | 225 | | | | | | 225 | | | | | | 331 | | | | | | 331 | | |
Technology and content
|
| | | | 232 | | | | | | 232 | | | | | | 338 | | | | | | 338 | | |
General and administrative
|
| | | | 161 | | | | | | 161 | | | | | | 241 | | | | | | 241 | | |
Restructuring charges
|
| | | | 4 | | | | | | 4 | | | | | | 265 | | | | | | 265 | | |
Depreciation and amortization
|
| | | | 142 | | | | | | 142 | | | | | | 203 | | | | | | 203 | | |
Total operating expenses
|
| | | | 1,180 | | | | | | 1,180 | | | | | | 2,113 | | | | | | 2,113 | | |
Operating loss
|
| | | | (590) | | | | | | (590) | | | | | | (1,153) | | | | | | (1,153) | | |
Interest income
|
| | | | — | | | | | | — | | | | | | 1 | | | | | | 1 | | |
Interest expense
|
| | | | (37) | | | | | | (37) | | | | | | (27) | | | | | | (27) | | |
Other income, net
|
| | | | 7 | | | | | | 7 | | | | | | 13 | | | | | | 13 | | |
Transaction costs allocable to warrant liability
|
| | | | — | | | | | | — | | | | | | (2) | | | | | | (2) | | |
Change in fair value of derivate warrants
|
| | | | 43 | | | | | | 43 | | | | | | (17) | | | | | | (17) | | |
Loss before income taxes and share of loss from equity method investments
|
| | | | (577) | | | | | | (577) | | | | | | (1,185) | | | | | | (1,185) | | |
Benefit from income taxes
|
| | | | 130 | | | | | | 130 | | | | | | 148 | | | | | | 148 | | |
Share of losses from equity method investments
|
| | | | (2) | | | | | | (2) | | | | | | (5) | | | | | | (5) | | |
Net loss
|
| | | $ | (449) | | | | | $ | (449) | | | | | $ | (1,042) | | | | | $ | (1,042) | | |
Net loss attributable to noncontrolling interests in subsidiaries
|
| | | | (335) | | | | | | (396) | | | | | | (776) | | | | | | (917) | | |
Net loss attributable to the Company’s ordinary shareholders
|
| | | | (114) | | | | | | (53) | | | | | | (266) | | | | | | (125) | | |
Earnings per share attributable to the shareholders of
the Company’s ordinary shares – Basic and Diluted: |
| | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average number of ordinary shares outstanding
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Loss per share | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class A ordinary shares
|
| | | | 530,402,717 | | | | | | 449,221,717 | | | | | | 530,402,717 | | | | | | 449,221,717 | | |
Basic and diluted net loss per share, Class A
|
| | | $ | (0.21) | | | | | $ | (0.12) | | | | | $ | (0.50) | | | | | $ | (0.28) | | |
| | |
Global Business Travel Group, Inc.
|
| |||||||||
| | |
Pro forma Combined
|
| |||||||||
| | |
As of September 30, 2021
|
| |||||||||
($ in millions, except share and per share data)
|
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||
Cash and cash equivalents
|
| | | $ | 1,515 | | | | | $ | 703 | | |
Working capital, excluding current portion of long-term debt
|
| | | | 1,284 | | | | | | 472 | | |
Total assets
|
| | | | 4,753 | | | | | | 3,941 | | |
Total debt, net of unamortized debt discount and unamortized debt issuance
costs(1) |
| | | | 767 | | | | | | 767 | | |
Total liabilities
|
| | | | 2,326 | | | | | | 2,326 | | |
Total shareholders’ equity
|
| | | | 2,427 | | | | | | 1,615 | | |
| | |
Historical
|
| |
Pro Forma Combined
|
| ||||||||||||||||||
As of and for the nine months ended September 30, 2021
|
| |
GBT
|
| |
APSG
|
| |
PubCo
(Assuming No Redemptions) |
| |
PubCo
(Assuming Maximum Redemptions) |
| ||||||||||||
Book value per share ($) – Ordinary shares and Class A
shares |
| | | | 19.22 | | | | | | (0.87) | | | | | | 4.51 | | | | | | 3.54 | | |
Book value per share ($) – Class B shares
|
| | | | — | | | | | | (3.48) | | | | | | — | | | | | | — | | |
Weighted average ordinary shares outstanding – basic and diluted
|
| | | | 36,000,000 | | | | | | — | | | | | | — | | | | | | — | | |
Weighted average shares outstanding of Class A common stock – basic and diluted
|
| | | | — | | | | | | 81,681,000 | | | | | | 530,402,717 | | | | | | 449,221,717 | | |
Weighted average shares outstanding of Class B common stock – basic and diluted
|
| | | | — | | | | | | 20,420,250 | | | | | | — | | | | | | — | | |
Net loss per ordinary share – basic and diluted ($)
|
| | | | (7.74) | | | | | | — | | | | | | — | | | | | | — | | |
Net income (loss) per share of Class A common stock – basic and diluted ($)
|
| | | | — | | | | | | 0.32 | | | | | | (0.21) | | | | | | (0.12) | | |
Net income (loss) per share of Class B common stock – basic and diluted ($)
|
| | | | — | | | | | | 0.32 | | | | | | — | | | | | | — | | |
| | |
Historical
|
| |
Pro Forma Combined
|
| ||||||||||||||||||
As of and for the year ended December 31, 2020
|
| |
GBT
|
| |
APSG
|
| |
PubCo
(Assuming No Redemptions) |
| |
PubCo
(Assuming Maximum Redemptions) |
| ||||||||||||
Book value per share ($) – Ordinary shares and Class A shares
|
| | | | 27.33 | | | | | | (5.52) | | | | | | n/a | | | | | | n/a | | |
Book value per share ($) – Class B shares
|
| | | | — | | | | | | (5.47) | | | | | | n/a | | | | | | n/a | | |
Weighted average ordinary shares outstanding – basic
and diluted |
| | | | 36,000,000 | | | | | | — | | | | | | — | | | | | | — | | |
Weighted average shares outstanding of Class A common stock – basic and diluted
|
| | | | — | | | | | | 18,828,526 | | | | | | 530,402,717 | | | | | | 449,221,717 | | |
Weighted average shares outstanding of Class B common stock – basic and diluted
|
| | | | — | | | | | | 18,983,377 | | | | | | — | | | | | | — | | |
Net loss per ordinary share – basic and diluted ($)
|
| | | | (17.18) | | | | | | — | | | | | | — | | | | | | — | | |
Net loss per share of Class A common stock – basic
and diluted ($) |
| | | | — | | | | | | (0.52) | | | | | | (0.50) | | | | | | (0.28) | | |
Net loss per share of Class B common stock – basic and diluted ($)
|
| | | | — | | | | | | (0.52) | | | | | | — | | | | | | — | | |
| | |
Existing Organizational Documents
|
| |
Proposed Organizational Documents
|
|
Authorized Shares (Proposal No. 2A)
|
| | Our Existing Organizational Documents authorized 361,000,000 shares, consisting of (a) 300,000,000 Acquiror Cayman Class A Ordinary Shares, (b) 60,000,000 Acquiror Cayman Class B Ordinary Shares and (c) 1,000,000 undesignated preferred shares. | | | The Proposed Organizational Documents authorize shares, consisting of (a) 6,000,000,000 shares of Preferred Stock, (b) 3,000,000,000 shares of Domesticated Acquiror Class A Common Stock, (c) 3,000,000,000 shares of Domesticated Acquiror Class B Common Stock and (d) 20,420,250 shares of Domesticated Acquiror Class X Common Stock. | |
Amendments (Proposal No. 2B)
|
| | Our Existing Organizational Documents provide that the provisions of the Existing Organizational Documents may be amended at any time by special resolution either (a) by a majority of not less than 662∕3% of the APSG Shareholders as, being entitled to do so, vote at a general meeting or (b) by a unanimous written resolution of all of the APSG Shareholders. | | | The Acquiror Delaware Certificate may be amended by the affirmative vote of holders of at least 662∕3% of the total voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class. In addition, the affirmative vote of the holders of at least 662∕3% of the total voting power of the Domesticated Acquiror Class B Common Stock, voting separately as a class, will be required to amend any provision of the Acquiror Delaware Charter in a manner that adversely affects the rights, priorities or privileges of the Domesticated Acquiror Class B Common Stock. | |
Director Election, Vacancies and Removal (Proposal No. 2C)
|
| | Our Existing Organizational Documents provide that, prior to an initial business combination, | | | The Proposed Organizational Documents provide that each holder of record of Domesticated | |
| | |
Existing Organizational Documents
|
| |
Proposed Organizational Documents
|
|
| | | holders of the Acquiror Cayman Class B Ordinary Shares have the exclusive right to appoint or remove any director by the affirmative vote of a majority of 662∕3%, and holders of Acquiror Cayman Class A Ordinary Shares have no right to vote on the election or removal of any director. | | | Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock and Domesticated Acquiror Class X Common Stock will be entitled to vote on the election or removal of directors, voting together as a single class. Our Proposed Organizational Documents provide that any vacancy on the PubCo Board or newly created directorships shall be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, or by the stockholders at a special meeting of the stockholders called by or at the direction of the PubCo Board for such purpose. Our Proposed Organizational Documents provide that any or all of the directors (other than the directors elected by the holders of any series of preferred stock, voting separately as a series or together with one or more other such series, as the case may be) may be removed only for cause and only upon the affirmative vote of the holders of at least 662∕3% in voting power of all the then outstanding shares of stock of PubCo entitled to vote generally in the election of directors, voting together as a single class. | |
DGCL Section 203 and Business Combinations (Proposal No. 2D)
|
| | | | | The Proposed Organizational Documents provide that we are not subject to Section 203 of the DGCL, but will include provisions similar to Section 203 of the DGCL that generally prohibit PubCo from engaging in certain business combinations with interested stockholders for a period of three years following the date on which such stockholder becomes an interested stockholder, subject to certain exceptions. | |
| | |
Existing Organizational Documents
|
| |
Proposed Organizational Documents
|
|
Forum Selection (Proposal No. 2E)
|
| | Our Existing Organizational Documents do not contain an exclusive forum provision. | | | The Acquiror Delaware Certificate provides that the Delaware Court of Chancery, or, if such court does not have subject-matter jurisdiction, another state or federal court located within the State of Delaware, will be the exclusive forum for certain actions and claims. This provision will not apply to suits brought to enforce a duty or liability created by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. | |
Voting Rights (Proposal No. 2F)
|
| | Our Existing Organizational Documents provide that each holder of Acquiror Cayman Class A Ordinary Shares and Acquiror Cayman Class B Ordinary Shares are entitled to one vote per share on all matters which shareholders are entitled to vote (other than the election or removal of directors and the vote to continue the company in a jurisdiction outside the Cayman Islands). | | | The Acquiror Delaware Certificate provides that each holder of record of Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock and Domesticated Acquiror Class X Common Stock shall be entitled to one vote per share on all matters on which stockholders are generally entitled to vote (including the election or removal of directors), voting together as a single class. | |
Dividends and Distributions (Proposal No. 2G)
|
| | Our Existing Organizational Documents provide that all dividends and other distributions shall be paid according to the par value of the shares. | | | The Proposed Organizational Documents provide that subject to applicable law and the rights of any holders of outstanding preferred stock, (a) each holder of Domesticated Acquiror Class A Common Stock and Domesticated Acquiror Class X Common Stock shall be entitled to receive, ratably with the other participating shares, such dividends and other distributions as may from time to time be declared by the PubCo Board and (b) holders of Domesticated Acquiror Class B Common Stock shall not be entitled to receive dividends or other distributions, except that, in the case of a liquidation, dissolution or winding up of PubCo, holders of Domesticated Acquiror Class B | |
| | |
Existing Organizational Documents
|
| |
Proposed Organizational Documents
|
|
| | | | | | Common Stock shall have the right to receive their ratable share of PubCo’s remaining assets, up to the par value of such shares of Domesticated Acquiror Class B Common Stock. The Proposed Organizational Documents provide that dividends may be declared on any one class of Domesticated Acquiror Common Stock payable in additional shares of such class if and only if, substantially concurrently therewith, like dividends are declared on each other class of Domesticated Acquiror Common Stock payable in additional shares of such other class at the same rate per share. | |
Removal of Blank Check Company Provisions (Proposal No. 2H)
|
| | Our Existing Organizational Documents contain various provisions applicable only to blank check companies. | | | The Proposed Organizational Documents do not include these provisions applicable only to blank check companies, including the provisions requiring APSG to have net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, a business combination. | |
Restrictions on Transfer (Proposal No. 2I)
|
| | | | | The Proposed Organizational Documents provide that no transfer of Domesticated Acquiror Class B Common Stock may be made unless the transferor also transfers an equal number of OpCo B Ordinary Shares in accordance with the terms and subject to the conditions of the GBT Amended and Restated M&A. | |
Issuances in Respect of the Egencia Acquisition (Proposal No. 2J)
|
| | | | | The Acquiror Delaware Certificate provides that PubCo may take all such actions as are contemplated by the Business Combination Agreement to cause the issuance of its equity securities as called for by the Egencia Equity Contribution Agreement, in accordance with the Acquiror Delaware Certificate. Without limiting the generality of the foregoing, the | |
| | |
Existing Organizational Documents
|
| |
Proposed Organizational Documents
|
|
| | | | | | Acquiror Delaware Certificate provides, among other things, and subject to certain conditions specified therein, that if the final determination of the Egencia Post-Closing Equity Adjustment has not occurred prior to the Closing and, pursuant to the Egencia Equity Contribution Agreement, Expedia should have received a different amount of equity securities in GBT and PubCo immediately following such final determination than was issued to Expedia under the Business Combination Agreement, PubCo shall, in accordance with the terms and subject to the conditions of the Business Combination Agreement, issue, redeem and cancel and/or adjust the terms of its equity securities for no consideration such that the amount (both absolute and relative) of equity securities of PubCo issued to Expedia and the other equityholders of GBT immediately prior to Closing (including holders of GBT MIP Shares and GBT Legacy MIP Options, but excluding holders of New GBT MIP Options reflects the amount that would have been issued if such final determination had occurred prior to Closing (after giving effect to the Newly Issued Equity Securities (as defined in the Business Combination Agreement)). | |
Compliance with the Exchange Agreement (Proposal No. 2K)
|
| | | | | The Proposed Organizational Documents provide that on the terms and subject to the conditions of the Exchange Agreement, to the extent that a Continuing JerseyCo Owner (or its permitted transferees) exchanges OpCo B Ordinary Shares with which are associated shares of Domesticated Acquiror Class B Common Stock, PubCo shall (unless and to the extent the Exchange Committee, on behalf | |
| | |
Existing Organizational Documents
|
| |
Proposed Organizational Documents
|
|
| | | | | | of GBT, has elected in accordance with the terms of the Exchange Agreement to pay cash in lieu of shares of Domesticated Acquiror Class A Common Stock) issue to GBT, at its request, a number of shares of Domesticated Acquiror Class A Common Stock equal to the product of (x) the number of OpCo B Ordinary Shares exchanged by the applicable Continuing JerseyCo Owner (or its permitted transferee) multiplied by (y) applicable exchange rate pursuant to the Exchange Agreement. Concurrently with the issuance of such shares of Domesticated Acquiror Class A Common Stock to GBT, a number of shares of Domesticated Acquiror Class B Common Stock held of record by the applicable Continuing JerseyCo Owner (or its permitted transferee) equal to the number of OpCo B Ordinary Shares exchanged by such applicable Continuing JerseyCo Owner (or its permitted transferee) shall, automatically and without further action on the part of GBT or any holder of Domesticated Acquiror Class B Common Stock, be transferred to PubCo and cancelled and retired for no consideration. | |
Pro Forma Combined Share Ownership in Global Business Travel Group, Inc.
|
| ||||||||||||||||||||||||
| | |
Assuming No Redemptions
|
| |
Assuming Maximum Redemptions(1)
|
| ||||||||||||||||||
| | |
Shares
|
| |
Percentage
|
| |
Shares
|
| |
Percentage
|
| ||||||||||||
Continuing JerseyCo Owners(2): | | | | | | | | | | | | | | | | | | | | | | | | | |
Juweel
|
| | | | 162,746,106 | | | | | | 30.7% | | | | | | 162,746,106 | | | | | | 36.2% | | |
Amex HoldCo.
|
| | | | 158,135,872 | | | | | | 29.8% | | | | | | 158,135,872 | | | | | | 35.2% | | |
Expedia
|
| | | | 73,919,489 | | | | | | 13.9% | | | | | | 73,919,489 | | | | | | 16.5% | | |
Total
|
| | | | 394,801,467 | | | | | | 74.4% | | | | | | 394,801,467 | | | | | | 87.9% | | |
Public Shareholders(3)
|
| | | | 81,681,000 | | | | | | 15.4% | | | | | | 500,000 | | | | | | 0.1% | | |
PIPE Investors(4)
|
| | | | 33,500,000 | | | | | | 6.3% | | | | | | 33,500,000 | | | | | | 7.5% | | |
Sponsor and Insiders(5)
|
| | | | 20,420,250 | | | | | | 3.8% | | | | | | 20,420,250 | | | | | | 4.5% | | |
Total Shares of Domesticated Acquiror Common Stock(6)
|
| | | | 530,402,717 | | | | | | 100.0% | | | | | | 449,221,717 | | | | | | 100.0% | | |
| | |
No
Redemptions |
| |
33%
Redemptions |
| |
66%
Redemptions |
| |
Maximum
Redemptions(1) |
| ||||||||||||
Pro Forma Combined Share Ownership in PubCo:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Continuing JerseyCo Owners(2): | | | | | | | | | | | | | | | | | | | | | | | | | |
Juweel
|
| | | | 30.7% | | | | | | 32.3% | | | | | | 34.2% | | | | | | 36.2% | | |
Amex HoldCo.
|
| | | | 29.8% | | | | | | 31.4% | | | | | | 33.2% | | | | | | 35.2% | | |
Expedia
|
| | | | 13.9% | | | | | | 14.7% | | | | | | 15.5% | | | | | | 16.5% | | |
Total(2)
|
| | | | 74.4% | | | | | | 78.4% | | | | | | 82.9% | | | | | | 87.9% | | |
Public Shareholders(3)
|
| | | | 15.4% | | | | | | 10.9% | | | | | | 5.8% | | | | | | 0.1% | | |
PIPE Investors(4)
|
| | | | 6.3% | | | | | | 6.7% | | | | | | 7.0% | | | | | | 7.5% | | |
Sponsors and Insiders(5)
|
| | | | 3.8% | | | | | | 4.1% | | | | | | 4.3% | | | | | | 4.5% | | |
Total(6) | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | |
Value of the Shares Owned by Non-Redeeming Shareholders
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Total Shares Outstanding Excluding
Warrants |
| | | | 530,402,717 | | | | | | 503,447,987 | | | | | | 476,493,257 | | | | | | 449,221,717 | | |
Total Equity Value Post-Redemptions
|
| | | $ | 5,304,027,170 | | | | | $ | 5,034,479,870 | | | | | $ | 4,764,932,570 | | | | | $ | 4,492,217,170 | | |
Per Share Value
|
| | | $ | 10.00 | | | | | $ | 10.00 | | | | | $ | 10.00 | | | | | $ | 10.00 | | |
| | |
Percentage of Outstanding Parent Ordinary Shares
|
| |||||||||||||||||||||
| | |
No
Redemptions |
| |
33%
Redemptions |
| |
66%
Redemptions |
| |
Maximum
Redemptions(1) |
| ||||||||||||
Assuming all of the Acquiror Cayman Warrants are exercised for cash after the Business Combination
|
| | | | 14.3% | | | | | | 10.1% | | | | | | 5.4% | | | | | | 0.1% | | |
Total Underwriting Fees
|
| |
Assuming No
Redemptions |
| |
Assuming 33%
Redemptions |
| |
Assuming 66%
Redemptions |
| |
Assuming
Maximum Redemptions(1) |
| ||||||||||||
$44,924,550
|
| | | | 5.8% | | | | | | 8.7% | | | | | | 17.1% | | | | | | 950.1% | | |
| | |
Vested
GBT Legacy MIP Options(1) |
| |
Unvested
GBT Legacy MIP Options |
| |
New GBT MIP
Options (all unvested)(2) |
| |||||||||||||||||||||
Name
|
| |
Number
(#) |
| |
Value
($) |
| |
Number
(#) |
| |
Value
($) |
| |
Number
(#) |
| |||||||||||||||
Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Paul Abbott
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,990,033 | | |
Andrew Crawley
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,245,847 | | |
Martine Gerow(3)
|
| | | | 773,080 | | | | | | 2,549,360 | | | | | | 193,270 | | | | | | 637,340 | | | | | | 1,068,883 | | |
Seven Other Executive Officers(4)
|
| | | | 4,924,871 | | | | | | 17,875,602 | | | | | | 838,089 | | | | | | 1,722,218 | | | | | | 4,064,034 | | |
Name
|
| |
Value of 2021 Executive
LTIP Award ($) |
| |||
Named Executive Officers | | | | | | | |
Paul Abbott
|
| | | | 6,000,000 | | |
Andrew Crawley
|
| | | | 3,000,000 | | |
Martine Gerow
|
| | | | 3,000,000 | | |
Seven Other Executive Officers
|
| | | | 11,575,000 | | |
Name
|
| |
Cash
Severance ($)(1) |
| |
Prorated
Annual Target Bonus ($) |
| |
Health
Continuation Benefits ($)(2) |
| |||||||||
Named Executive Officers | | | | | | | | | | | | | | | | | | | |
Paul Abbott
|
| | | | 4,035,942 | | | | | | 2,469,481 | | | | | | 17,613 | | |
Andrew Crawley
|
| | | | 1,748,908 | | | | | | 802,582 | | | | | | 20,831 | | |
Martine Gerow
|
| | | | 1,169,078 | | | | | | 536,495 | | | | | | 6,451 | | |
Seven Other Executive Officers
|
| | | | 7,253,376 | | | | | | 3,155,744 | | | | | | 159,036 | | |
Announced
|
| |
Target
|
| |
APSG
|
|
3/16/2021 | | | Pana Industries, Inc. | | | Coupa Software Incorporated | |
11/26/2020 | | | Travel24.com AG (nka:German Values Property Group AG) | | | VICUS GROUP AG | |
10/28/2019 | | | Sykes Cottages Ltd. | | | Vitruvian Partners LLP | |
5/1/2019 | | | @Leisure Holding B.V. (nka:OYO Vacation Homes Holding B.V.) | | | Oravel Stays Private Limited (nka:Oravel Stays Limited) | |
4/15/2019 | | | Viajes Falabella Ltda. | | | Despegar.com, Corp. | |
2/4/2019 | | | Liberty Expedia Holdings, Inc. | | | Expedia Group, Inc. | |
9/14/2018 | | | trivago N.V. | | | PAR Capital Management, Inc.; PAR Investment Partners L.P. | |
7/11/2018 | | | Lotus Tours Limited | | | Corporate Travel Management Limited | |
6/20/2017 | | | eTRAVELi Holding AB | | | CVC Capital Partners Limited; CVC European Equity Partners VI LP | |
5/23/2017 | | | QCNS Cruise SAM (nka:Cruiseline S.A.M.) | | | Montefiore Investment, SA | |
12/14/2016 | | | Andrew Jones Travel Pty. Ltd. | | | Corporate Travel Management Limited | |
4/20/2016 | | | All Performance Associates, Inc. and Business Travel, Inc. and Travizon, Inc. | | | Corporate Travel Management Limited | |
| | |
Enterprise Value to Adjusted
LTM EBITDA |
| |||
Low
|
| | | | 3.8x | | |
High
|
| | | | 18.8x | | |
Median
|
| | | | 10.6x | | |
Mean
|
| | | | 10.6x | | |
| | |
Pro Forma Combined Share Ownership in
Global Business Travel Group, Inc |
| |||||||||
| | |
Assuming No
Redemptions |
| |
Assuming Maximum
Redemptions(1) |
| ||||||
Juweel
|
| | | | 162,746,106 | | | | | | 162,746,106 | | |
Amex HoldCo.
|
| | | | 158,135,872 | | | | | | 158,135,872 | | |
Expedia
|
| | | | 73,919,489 | | | | | | 73,919,489 | | |
Continuing JerseyCo Owners(2)
|
| | | | 394,801,467 | | | | | | 394,801,467 | | |
Public Shareholders(3)
|
| | | | 81,681,000 | | | | | | 500,000 | | |
PIPE Investors(4)
|
| | | | 33,500,000 | | | | | | 33,500,000 | | |
Sponsor and Insiders(5)
|
| | | | 20,420,250 | | | | | | 20,420,250 | | |
Total Shares(6)
|
| | | | 530,402,717 | | | | | | 449,221,717 | | |
| | |
GBT JerseyCo
Limited and Subsidiaries (Historical as of 9/30/2021) |
| |
Egencia
(Historical as of 9/30/2021) |
| | | | | | | | | | | | | |
Combined
GBT JerseyCo Limited (Historical as of 9/30/2021) |
| |
Apollo
Strategic Growth Capital (Historical as of 9/30/2021) |
| |
Assuming No Redemptions
|
| |
Assuming Maximum
Redemptions |
| ||||||||||||||||||||||||||||||||||||||||||
($ in millions, except share and per share data)
|
| |
Egencia
Acquisition Adjustments |
| | | | | | | |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |||||||||||||||||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 436 | | | | | $ | 171 | | | | | $ | — | | | | | | | | | | | | 607 | | | | | $ | 1 | | | | | $ | 907 | | | | | | (a) | | | | | $ | 1,515 | | | | | $ | (812) | | | | | | (l) | | | | | $ | 703 | | |
Accounts receivable, net
|
| | | | 208 | | | | | | 138 | | | | | | — | | | | | | | | | | | | 346 | | | | | | — | | | | | | — | | | | | | | | | | | | 346 | | | | | | — | | | | | | | | | | | | 346 | | |
Due from affiliates
|
| | | | 11 | | | | | | — | | | | | | — | | | | | | | | | | | | 11 | | | | | | — | | | | | | — | | | | | | | | | | | | 11 | | | | | | — | | | | | | | | | | | | 11 | | |
Prepaid expenses and other current assets
|
| | | | 92 | | | | | | 26 | | | | | | — | | | | | | | | | | | | 118 | | | | | | 1 | | | | | | — | | | | | | | | | | | | 119 | | | | | | — | | | | | | | | | | | | 119 | | |
Total current assets
|
| | | | 747 | | | | | | 335 | | | | | | — | | | | | | | | | | | | 1,082 | | | | | | 2 | | | | | | 907 | | | | | | | | | | | | 1,991 | | | | | | (812) | | | | | | | | | | | | 1,179 | | |
Investments held in Trust Account
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 817 | | | | | | (817) | | | | | | (b) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Property and equipment, net
|
| | | | 168 | | | | | | 49 | | | | | | 5 | | | | | | (i) | | | | | | 222 | | | | | | — | | | | | | — | | | | | | | | | | | | 222 | | | | | | — | | | | | | | | | | | | 222 | | |
Equity method investments
|
| | | | 21 | | | | | | — | | | | | | — | | | | | | | | | | | | 21 | | | | | | — | | | | | | — | | | | | | | | | | | | 21 | | | | | | — | | | | | | | | | | | | 21 | | |
Goodwill
|
| | | | 1,051 | | | | | | 122 | | | | | | 114 | | | | | | (ii) | | | | | | 1,287 | | | | | | — | | | | | | — | | | | | | | | | | | | 1,287 | | | | | | — | | | | | | | | | | | | 1,287 | | |
Other intangible assets, net
|
| | | | 327 | | | | | | 3 | | | | | | 437 | | | | | | (iii) | | | | | | 767 | | | | | | — | | | | | | — | | | | | | | | | | | | 767 | | | | | | — | | | | | | | | | | | | 767 | | |
Operating lease right-of-use assets
|
| | | | 55 | | | | | | 15 | | | | | | — | | | | | | | | | | | | 70 | | | | | | — | | | | | | — | | | | | | | | | | | | 70 | | | | | | — | | | | | | | | | | | | 70 | | |
Deferred tax assets
|
| | | | 341 | | | | | | — | | | | | | — | | | | | | | | | | | | 341 | | | | | | — | | | | | | — | | | | | | | | | | | | 341 | | | | | | — | | | | | | | | | | | | 341 | | |
Other noncurrent assets
|
| | | | 17 | | | | | | 7 | | | | | | 30 | | | | | | (iv) | | | | | | 54 | | | | | | — | | | | | | — | | | | | | | | | | | | 54 | | | | | | — | | | | | | | | | | | | 54 | | |
Total assets
|
| | | $ | 2,727 | | | | | $ | 531 | | | | | $ | 586 | | | | | | | | | | | $ | 3,844 | | | | | $ | 819 | | | | | $ | 90 | | | | | | | | | | | $ | 4,753 | | | | | $ | (812) | | | | | | | | | | | $ | 3,941 | | |
Liabilities and shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 133 | | | | | $ | 37 | | | | | $ | — | | | | | | | | | | | | 170 | | | | | $ | 6 | | | | | | — | | | | | | | | | | | $ | 176 | | | | | | — | | | | | | | | | | | $ | 176 | | |
Due to affiliates
|
| | | | 12 | | | | | | 31 | | | | | | — | | | | | | | | | | | | 43 | | | | | | — | | | | | | — | | | | | | | | | | | | 43 | | | | | | — | | | | | | | | | | | | 43 | | |
Accrued expenses and other current liabilities
|
| | | | 385 | | | | | | 71 | | | | | | 3 | | | | | | (ix) | | | | | | 459 | | | | | | — | | | | | | — | | | | | | | | | | | | 459 | | | | | | — | | | | | | | | | | | | 459 | | |
Notes payable
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 6 | | | | | | — | | | | | | | | | | | | 6 | | | | | | — | | | | | | | | | | | | 6 | | |
Current portion of operating lease liabilities
|
| | | | 17 | | | | | | 6 | | | | | | — | | | | | | | | | | | | 23 | | | | | | — | | | | | | — | | | | | | | | | | | | 23 | | | | | | — | | | | | | | | | | | | 23 | | |
Current portion of long-term debt
|
| | | | 8 | | | | | | — | | | | | | — | | | | | | | | | | | | 8 | | | | | | — | | | | | | — | | | | | | | | | | | | 8 | | | | | | — | | | | | | | | | | | | 8 | | |
Total current liabilities
|
| | | | 555 | | | | | | 145 | | | | | | 3 | | | | | | | | | | | | 703 | | | | | | 12 | | | | | | — | | | | | | | | | | | | 715 | | | | | | — | | | | | | | | | | | | 715 | | |
| | |
GBT JerseyCo
Limited and Subsidiaries (Historical as of 9/30/2021) |
| |
Egencia
(Historical as of 9/30/2021) |
| | | | | | | | | | | | | |
Combined
GBT JerseyCo Limited (Historical as of 9/30/2021) |
| |
Apollo
Strategic Growth Capital (Historical as of 9/30/2021) |
| |
Assuming No Redemptions
|
| |
Assuming Maximum
Redemptions |
| |||||||||||||||||||||||||||||||||||||||
($ in millions, except share and per share data)
|
| |
Egencia
Acquisition Adjustments |
| | | | | | | |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |||||||||||||||||||||||||||||||||||||||
Long-term non-current debt, net of unamortized debt discount and debt issuance costs
|
| | | | 759 | | | | | | — | | | | | | — | | | | | | | | | | | | 759 | | | | | | — | | | | | | — | | | | | | | | | | | | 759 | | | | | | — | | | | | | | | | 759 | | |
Deferred tax liabilities
|
| | | | 107 | | | | | | — | | | | | | 137 | | | | | | (v) | | | | | | 244 | | | | | | — | | | | | | — | | | | | | | | | | | | 244 | | | | | | — | | | | | | | | | 244 | | |
Pension liabilities
|
| | | | 383 | | | | | | — | | | | | | — | | | | | | | | | | | | 383 | | | | | | — | | | | | | — | | | | | | | | | | | | 383 | | | | | | — | | | | | | | | | 383 | | |
Long-term operating lease liabilities
|
| | | | 62 | | | | | | 10 | | | | | | — | | | | | | | | | | | | 72 | | | | | | — | | | | | | — | | | | | | | | | | | | 72 | | | | | | — | | | | | | | | | 72 | | |
Derivative warrant liabilities
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 32 | | | | | | — | | | | | | | | | | | | 32 | | | | | | — | | | | | | | | | 32 | | |
Earnout liability
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 98 | | | | | | (g) | | | | | | 98 | | | | | | — | | | | | | | | | 98 | | |
Deferred underwriting compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 29 | | | | | | (29) | | | | | | (d) | | | | | | — | | | | | | — | | | | | | | | | — | | |
Other non-current liabilities
|
| | | | 14 | | | | | | 9 | | | | | | — | | | | | | | | | | | | 23 | | | | | | — | | | | | | | | | | | | | | | | | | 23 | | | | | | — | | | | | | | | | 23 | | |
Total liabilities
|
| | | $ | 1,880 | | | | | $ | 164 | | | | | $ | 140 | | | | | | | | | | | $ | 2,184 | | | | | $ | 73 | | | | | $ | 69 | | | | | | | | | | | $ | 2,326 | | | | | $ | — | | | | | | | | $ | 2,326 | | |
Commitments and contingencies
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Temporary Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares subject to
possible redemption; 81,681,000 shares (at approximately $10.00 per share |
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | 817 | | | | | | (817) | | | | | | (h) | | | | | | — | | | | | | — | | | | | | | | | — | | |
Preferred shares, par value $€0.00001;
3,000,000 shares authorized; 1,500,000 shares issued and outstanding; redemption amount of $155 |
| | | | 155 | | | | | | — | | | | | | — | | | | | | | | | | | | 155 | | | | | | — | | | | | | (155) | | | | | | (e) | | | | | | — | | | | | | — | | | | | | | | | — | | |
Shareholders Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ordinary shares, par value €0.00001, 40,000,000 shares authorized, 36,000,000 shares issued and outstanding
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Profit shares, par value €0.00001, 800,000 shares authorized, 800,000 shares issued and outstanding
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
MIP shares, par value €0.00001,
3,264,000 shares authorized, no shares issued and outstanding |
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | |
| | |
GBT JerseyCo
Limited and Subsidiaries (Historical as of 9/30/2021) |
| |
Egencia
(Historical as of 9/30/2021) |
| | | | | | | | | | | | | |
Combined
GBT JerseyCo Limited (Historical as of 9/30/2021) |
| |
Apollo
Strategic Growth Capital (Historical as of 9/30/2021) |
| |
Assuming No Redemptions
|
| |
Assuming Maximum
Redemptions |
| ||||||||||||||||||||||||||||||||||||||||||
($ in millions, except share and per share data)
|
| |
Egencia
Acquisition Adjustments |
| | | | | | | |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |
Transaction
Accounting Adjustments |
| | | | | | | |
Pro Forma
Combined |
| |||||||||||||||||||||||||||||||||||||||
Class A ordinary shares, $0.00005 par value, 300,000,000 shares authorized, none issued and outstanding
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Class B ordinary shares, $0.00005 par
value, 60,000,000 shares authorized, 20,420,250 shares issued and outstanding as of September 30, 2021 and December 31, 2020 |
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Additional paid-in capital
|
| | | | 1,748 | | | | | | — | | | | | | 816 | | | | | | (vi) | | | | | | 2,564 | | | | | | — | | | | | | (71) | | | | | | (f) | | | | | | 2,421 | | | | | | (812) | | | | | | (i) | | | | | | 1,415 | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (98) | | | | | | (g) | | | | | | — | | | | | | (194) | | | | | | (j) | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 335 | | | | | | (c) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (61) | | | | | | (d) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 817 | | | | | | (h) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | (1,065) | | | | | | (j) | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Accumulated deficit
|
| | | | (866) | | | | | | — | | | | | | (3) | | | | | | (ix) | | | | | | (869) | | | | | | (71) | | | | | | 71 | | | | | | (f) | | | | | | (869) | | | | | | — | | | | | | | | | | | | (869) | | |
Accumulated other comprehensive loss
|
| | | | (192) | | | | | | (70) | | | | | | 70 | | | | | | (vii) | | | | | | (192) | | | | | | — | | | | | | | | | | | | | | | | | | (192) | | | | | | — | | | | | | | | | | | | (192) | | |
Net parent investment (Egencia)
|
| | | | — | | | | | | 437 | | | | | | (437) | | | | | | (vii) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Total equity of Company’s shareholders
|
| | | $ | 690 | | | | | $ | 367 | | | | | $ | 446 | | | | | | | | | | | $ | 1,503 | | | | | $ | (71) | | | | | $ | (72) | | | | | | | | | | | $ | 1,360 | | | | | $ | (1,006) | | | | | | | | | | | $ | 354 | | |
Equity attributable to non-controlling interest in subsidiaries
|
| | | | 2 | | | | | | — | | | | | | — | | | | | | | | | | | | 2 | | | | | | — | | | | | $ | 1,065 | | | | | | (j) | | | | | | 1,067 | | | | | $ | 194 | | | | | | (j) | | | | | $ | 1,261 | | |
Total shareholders’ equity
|
| | | $ | 692 | | | | | $ | 367 | | | | | $ | 446 | | | | | | | | | | | $ | 1,505 | | | | | $ | (71) | | | | | $ | 993 | | | | | | | | | | | $ | 2,427 | | | | | $ | (812) | | | | | | | | | | | $ | 1,615 | | |
Total preferred shares, liabilities and shareholders’ equity
|
| | | $ | 2,727 | | | | | $ | 531 | | | | | $ | 586 | | | | | | | | | | | $ | 3,844 | | | | | $ | 819 | | | | | $ | 90 | | | | | | | | | | | $ | 4,753 | | | | | $ | (812) | | | | | | | | | | | $ | 3,941 | | |
|
| | |
GBT JerseyCo
Limited and Subsidiaries (Historical for the nine months ended 9/30/2021) |
| |
Egencia
(Historical for the nine months ended 9/30/2021) |
| | | | | | | | | | |
Combined GBT
JerseyCo Limited (Historical for the nine months ended 9/30/2021) |
| |
Apollo Strategic
Growth Capital (Historical for the nine months ended 9/30/2021) |
| |
Assuming No
Redemptions |
| |
Assuming Maximum
Redemptions |
| ||||||||||||||||||||||||||||||||||||
($ in millions, except share and per share data)
|
| |
Egencia
Acquisition Adjustments |
| | | | |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Consolidated |
| |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Consolidated |
| |||||||||||||||||||||||||||||||||||||||
Revenue
|
| | | $ | 476 | | | | | $ | 123 | | | | | $ | (9) | | | |
(viii)
|
| | | $ | 590 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 590 | | | | | | — | | | | | | | | $ | 590 | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue (excluding depreciation and amortization shown separately below)
|
| | | | 304 | | | | | | 112 | | | | | | — | | | | | | | | | 416 | | | | | | — | | | | | | — | | | | | | | | | 416 | | | | | | — | | | | | | | | | 416 | | |
Sales and marketing
|
| | | | 139 | | | | | | 86 | | | | | | — | | | | | | | | | 225 | | | | | | — | | | | | | — | | | | | | | | | 225 | | | | | | — | | | | | | | | | 225 | | |
Technology and content
|
| | | | 179 | | | | | | 53 | | | | | | — | | | | | | | | | 232 | | | | | | — | | | | | | — | | | | | | | | | 232 | | | | | | — | | | | | | | | | 232 | | |
General and administrative
|
| | | | 122 | | | | | | 33 | | | | | | (4) | | | |
(ix)
|
| | | | 151 | | | | | | 10 | | | | | | — | | | | | | | | | 161 | | | | | | — | | | | | | | | | 161 | | |
Restructuring charges
|
| | | | (5) | | | | | | 9 | | | | | | — | | | | | | | | | 4 | | | | | | — | | | | | | — | | | | | | | | | 4 | | | | | | — | | | | | | | | | 4 | | |
Depreciation and amortization
|
| | | | 104 | | | | | | 36 | | | | | | 2 | | | |
(x)
|
| | | | 142 | | | | | | — | | | | | | — | | | | | | | | | 142 | | | | | | — | | | | | | | | | 142 | | |
Total operating expenses
|
| | | | 843 | | | | | | 329 | | | | | | (2) | | | | | | | | | 1,170 | | | | | | 10 | | | | | | — | | | |
—
|
| | | | 1,180 | | | | | | — | | | | | | | | | 1,180 | | |
Operating loss
|
| | | | (367) | | | | | | (206) | | | | | | (7) | | | | | | | | | (580) | | | | | | (10) | | | | | | — | | | |
—
|
| | | | (590) | | | | | | — | | | | | | | | | (590) | | |
Interest income
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Interest expense
|
| | | | (37) | | | | | | — | | | | | | — | | | | | | | | | (37) | | | | | | — | | | | | | — | | | | | | | | | (37) | | | | | | — | | | | | | | | | (37) | | |
Other income, net
|
| | | | 5 | | | | | | 2 | | | | | | — | | | | | | | | | 7 | | | | | | — | | | | | | — | | | | | | | | | 7 | | | | | | — | | | | | | | | | 7 | | |
Transaction costs allocable to warrant
liability |
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | — | | | | | | | | | — | | |
Change in fair value of warrant liability
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 43 | | | | | | — | | | | | | | | | 43 | | | | | | — | | | | | | | | | 43 | | |
(Loss) income before income taxes and share of
loss from equity method investments |
| | | | (399) | | | | | | (204) | | | | | | (7) | | | | | | | | | (610) | | | | | | 33 | | | | | | — | | | | | | | | | (577) | | | | | | — | | | | | | | | | (577) | | |
Benefit from income taxes
|
| | | | 126 | | | | | | 2 | | | | | | 2 | | | |
(xi)
|
| | | | 130 | | | | | | — | | | | | | — | | | | | | | | | 130 | | | | | | — | | | | | | | | | 130 | | |
Share of losses from equity method investments
|
| | | | (2) | | | | | | — | | | | | | — | | | | | | | | | (2) | | | | | | — | | | | | | — | | | | | | | | | (2) | | | | | | — | | | | | | | | | (2) | | |
Net (loss) income
|
| | | $ | (275) | | | | | $ | (202) | | | | | $ | (5) | | | | | | | | $ | (482) | | | | | $ | 33 | | | | | $ | — | | | | | | | | $ | (449) | | | | | $ | — | | | | | | | | $ | (449) | | |
Net loss attributable to noncontrolling interests in subsidiaries
|
| | | | (1) | | | | | | — | | | | | | — | | | | | | | | | (1) | | | | | | — | | | | | | (334) | | | |
(aa)
|
| | | | (335) | | | | | | (61) | | | |
(aa)
|
| | | | (396) | | |
Net (loss) income attributable to the Company
|
| | | | (274) | | | | | | (202) | | | | | | (5) | | | | | | | | | (481) | | | | | | 33 | | | | | | 334 | | | | | | | | | (114) | | | | | | 61 | | | | | | | | | (53) | | |
Preferred shares dividend
|
| | | | (5) | | | | | | — | | | | | | — | | | | | | | | | (5) | | | | | | — | | | | | | 5 | | | |
(bb)
|
| | | | — | | | | | | — | | | | | | | | | — | | |
Net (loss) income attributable to the Company’s ordinary shareholders
|
| | | | (279) | | | | | | (202) | | | | | | (5) | | | | | | | | | (486) | | | | | | 33 | | | | | | 339 | | | | | | | | | (114) | | | | | | 61 | | | | | | | | | (53) | | |
| | |
GBT JerseyCo
Limited and Subsidiaries (Historical for the nine months ended 9/30/2021) |
| |
Egencia
(Historical for the nine months ended 9/30/2021) |
| | | | | | | |
Combined GBT
JerseyCo Limited (Historical for the nine months ended 9/30/2021) |
| |
Apollo Strategic
Growth Capital (Historical for the nine months ended 9/30/2021) |
| |
Assuming No
Redemptions |
| |
Assuming Maximum
Redemptions |
| ||||||||||||||||||||||||||||||
($ in millions, except share and per share data)
|
| |
Egencia
Acquisition Adjustments |
| | | | |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Consolidated |
| |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Consolidated |
| ||||||||||||||||||||||||||||||
Earnings per share attributable to the shareholders of the Company’s ordinary shares – Basic and Diluted:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average number of ordinary shares outstanding
|
| | | | 36,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loss per share
|
| | | $ | (7.74) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class A ordinary shares
|
| | | | | | | | | | | | | | | | | | | | | | 81,681,000 | | | | | | 448,721,717 | | | | | | | | | 530,402,717 | | | | | | 500,000 | | | | | | | | | 449,221,717 | | |
Basic and diluted net income per share, Class A
|
| | | | | | | | | | | | | | | | | | | | | $ | 0.32 | | | | | | | | | | | | | | $ | (0.21) | | | | | | | | | | | | | | $ | (0.12) | | |
Weighted average shares outstanding of Class B ordinary share
|
| | | | | | | | | | | | | | | | | | | | | | 20,420,250 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net income per share,
Class B |
| | | | | | | | | | | | | | | | | | | | | $ | 0.32 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
GBT JerseyCo
Limited and Subsidiaries (Historical for the year ended 12/31/2020) |
| |
Egencia
(Historical for the year ended 12/31/2020) |
| | | | | | | | | | |
Combined GBT
JerseyCo Limited (Historical for the year ended 12/31/2020) |
| |
Apollo Strategic
Growth Capital (Historical for the year ended 12/31/2020) (Restated) |
| |
Assuming No Redemptions
|
| |
Assuming Maximum
Redemptions |
| ||||||||||||||||||||||||||||||||||||
($ in millions, except share and per share data)
|
| |
Egencia
Acquisition Adjustments |
| | | | |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Consolidated |
| |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Consolidated |
| |||||||||||||||||||||||||||||||||||||||
Revenue
|
| | | $ | 793 | | | | | $ | 190 | | | | | $ | (23) | | | |
(viii)
|
| | | $ | 960 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 960 | | | | | | — | | | | | | | | $ | 960 | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue (excluding depreciation and amortization shown separately below)
|
| | | | 529 | | | | | | 206 | | | | | | — | | | | | | | | | 735 | | | | | | — | | | | | | — | | | | | | | | | 735 | | | | | | — | | | | | | | | | 735 | | |
Sales and marketing
|
| | | | 199 | | | | | | 132 | | | | | | — | | | | | | | | | 331 | | | | | | — | | | | | | — | | | | | | | | | 331 | | | | | | — | | | | | | | | | 331 | | |
Technology and content
|
| | | | 277 | | | | | | 61 | | | | | | — | | | | | | | | | 338 | | | | | | — | | | | | | — | | | | | | | | | 338 | | | | | | — | | | | | | | | | 338 | | |
General and administrative
|
| | | | 181 | | | | | | 52 | | | | | | 7 | | | |
(ix)
|
| | | | 240 | | | | | | 1 | | | | | | — | | | | | | | | | 241 | | | | | | — | | | | | | | | | 241 | | |
Restructuring charges
|
| | | | 206 | | | | | | 59 | | | | | | — | | | | | | | | | 265 | | | | | | — | | | | | | — | | | | | | | | | 265 | | | | | | — | | | | | | | | | 265 | | |
Depreciation and amortization
|
| | | | 148 | | | | | | 51 | | | | | | 4 | | | |
(x)
|
| | | | 203 | | | | | | | | | | | | — | | | | | | | | | 203 | | | | | | — | | | | | | | | | 203 | | |
Total operating expenses
|
| | | | 1,540 | | | | | | 561 | | | | | | 11 | | | | | | | | | 2,112 | | | | | | 1 | | | | | | — | | | | | | | | | 2,113 | | | | | | — | | | | | | | | | 2,113 | | |
Operating loss
|
| | | | (747) | | | | | | (371) | | | | | | (34) | | | | | | | | | (1,152) | | | | | | (1) | | | | | | — | | | | | | | | | (1,153) | | | | | | — | | | | | | | | | (1,153) | | |
Interest income
|
| | | | 1 | | | | | | — | | | | | | — | | | | | | | | | 1 | | | | | | — | | | | | | — | | | | | | | | | 1 | | | | | | — | | | | | | | | | 1 | | |
Interest expense
|
| | | | (27) | | | | | | — | | | | | | — | | | | | | | | | (27) | | | | | | — | | | | | | — | | | | | | | | | (27) | | | | | | — | | | | | | | | | (27) | | |
Other income (loss), net
|
| | | | 14 | | | | | | (1) | | | | | | — | | | | | | | | | 13 | | | | | | — | | | | | | — | | | | | | | | | 13 | | | | | | — | | | | | | | | | 13 | | |
Transaction costs allocable to warrant liability
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | (2) | | | | | | — | | | | | | | | | (2) | | | | | | — | | | | | | | | | (2) | | |
Change in fair value of derivative
warrants |
| | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | (17) | | | | | | — | | | | | | | | | (17) | | | | | | — | | | | | | | | | (17) | | |
Loss before income taxes and share of loss
from equity method investments |
| | | | (759) | | | | | | (372) | | | | | | (34) | | | | | | | | | (1,165) | | | | | | (20) | | | | | | — | | | | | | | | | (1,185) | | | | | | — | | | | | | | | | (1,185) | | |
Benefit from (provision for) income
taxes |
| | | | 145 | | | | | | (7) | | | | | | 10 | | | |
(xi)
|
| | | | 148 | | | | | | — | | | | | | — | | | | | | | | | 148 | | | | | | — | | | | | | | | | 148 | | |
Share of losses from equity method investments
|
| | | | (5) | | | | | | — | | | | | | — | | | | | | | | | (5) | | | | | | — | | | | | | — | | | | | | | | | (5) | | | | | | — | | | | | | | | | (5) | | |
Net loss
|
| | | $ | (619) | | | | | $ | (379) | | | | | $ | (24) | | | | | | | | $ | (1,022) | | | | | $ | (20) | | | | | $ | — | | | | | | | | $ | (1,042) | | | | | $ | — | | | | | | | | $ | (1,042) | | |
Net loss attributable to noncontrolling interests in subsidiaries
|
| | | | (1) | | | | | | — | | | | | | — | | | | | | | | | (1) | | | | | | — | | | | | | (775) | | | |
(aa)
|
| | | | (776) | | | | | | (141) | | | |
(aa)
|
| | | | (917) | | |
Net (loss) income attributable to the Company
|
| | | | (618) | | | | | | (379) | | | | | | (24) | | | | | | | | | (1,021) | | | | | | (20) | | | | | | 775 | | | | | | | | | (266) | | | | | | 141 | | | | | | | | | (125) | | |
| | |
GBT JerseyCo
Limited and Subsidiaries (Historical for the year ended 12/31/2020) |
| |
Egencia
(Historical for the year ended 12/31/2020) |
| | | | | | | |
Combined GBT
JerseyCo Limited (Historical for the year ended 12/31/2020) |
| |
Apollo Strategic
Growth Capital (Historical for the year ended 12/31/2020) (Restated) |
| |
Assuming No Redemptions
|
| |
Assuming Maximum
Redemptions |
| ||||||||||||||||||||||||||||||
($ in millions, except share and per share data)
|
| |
Egencia
Acquisition Adjustments |
| | | | |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Consolidated |
| |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Consolidated |
| ||||||||||||||||||||||||||||||
Loss per share attributable to the
shareholders of the Company’s ordinary shares – Basic and Diluted: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average number of ordinary shares outstanding
|
| | | | 36,000,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loss per share
|
| | | $ | (17.18) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class A ordinary shares
|
| | | | | | | | | | | | | | | | | | | | | | 18,828,526 | | | | | | 511,574,191 | | | | | | | | | 530,402,717 | | | | | | (62,352,474) | | | | | | | | | 449,221,717 | | |
Basic and diluted net loss per share, Class A
|
| | | | | | | | | | | | | | | | | | | | | $ | (0.52) | | | | | | | | | | | | | | $ | (0.50) | | | | | | | | | | | | | | $ | (0.28) | | |
Weighted average shares outstanding of Class B ordinary share
|
| | | | | | | | | | | | | | | | | | | | | | 18,983,377 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share, Class B
|
| | | | | | | | | | | | | | | | | | | | | $ | (0.52) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in millions)
|
| |
Notes
|
| |
Preliminary
estimated fair value |
| ||||||
Assets
|
| | | | | | | | | | | | |
Current assets:
|
| | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | | | | | | $ | 171 | | |
Accounts receivable, net
|
| | | | | | | | | | 138 | | |
Prepaid expenses and other current assets
|
| | | | | | | | | | 26 | | |
Total current assets
|
| | | | | | | | | | 335 | | |
Property and equipment
|
| |
(i)
|
| | | | 54 | | | |||
Goodwill
|
| |
(ii)
|
| | | | 236 | | | |||
Other intangible assets
|
| |
(iii)
|
| | | | 440 | | | |||
Operating lease right-of-use assets
|
| | | | | | | | | | 15 | | |
Other non-current assets
|
| |
(iv)
|
| | | | 37 | | | |||
Total assets
|
| | | | | | | | | | 1,117 | | |
Liabilities and shareholders’ equity
|
| | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | |
Accounts payable
|
| | | | | | | | | | 37 | | |
Due to affiliates
|
| | | | | | | | | | 31 | | |
Accrued expenses and other current liabilities
|
| |
(ix)
|
| | | | 71 | | | |||
Current portion of operating lease liabilities
|
| | | | | | | | | | 6 | | |
Total current liabilities
|
| | | | | | | | | | 145 | | |
Deferred tax liabilities
|
| |
(v)
|
| | | | 137 | | | |||
Long-term operating lease liabilities
|
| | | | | | | | | | 10 | | |
Other non-current liabilities
|
| | | | | | | | | | 9 | | |
Total Liabilities
|
| | | | | | | | |
|
301
|
| |
Net assets of Egencia acquired at fair value
|
| | | | | | | | | | 816 | | |
Purchase consideration | | | | | | | | | | | | | |
(19% of equity interest in GBT)
|
| | | | (vi) | | | | | | 816 | | |
($ in millions)
|
| |
Preliminary
estimated fair value |
| |||
Customer and Supplier relationships
|
| | | $ | 390 | | |
Tradenames
|
| | | | 50 | | |
| | | | $ | 440 | | |
($ in millions)
|
| |
Preliminary
estimated fair value |
| |||
Acquired technology
|
| | | $ | 50 | | |
Customer and Supplier relationships
|
| | | | 390 | | |
Tradenames
|
| | | | 50 | | |
Total fair value adjustments
|
| | | $ | 490 | | |
Statutory tax rate
|
| | | | 28% | | |
Deferred tax liability
|
| | | | 137 | | |
($ in millions, except as stated otherwise)
|
| |
Preliminary
estimated fair value |
| |
Useful lives (years)
|
| |
Annual
Amortization |
| |||||||||
Acquired technology
|
| | | $ | 50 | | | | | | 5 | | | | | $ | 10 | | |
Customer and Supplier relationships
|
| | | | 390 | | | | | | 15 | | | | | | 26 | | |
Tradenames
|
| | | | 50 | | | | | | 10 | | | | | | 5 | | |
Annual estimated additional amortization
|
| | | | | | | | | | | | | | | | 41 | | |
(Signs represent debits/(credits))
|
| | | |
Cash inflow from APSG Trust Account
|
| |
$ 817(b)
|
|
Cash inflow from the PIPE Investment
|
| |
335(c)
|
|
Payment of estimated transaction fees
|
| |
(90)(d)
|
|
Payment to legacy GBT equity holders
|
| |
(155)(e)
|
|
Net Pro Forma Adjustment to Cash
|
| |
$ 907(a)
|
|
| | |
For the nine months ended
September 30, 2021 |
| |
For the year ended
December 31, 2020 |
| ||||||||||||||||||
| | |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||
Pro Forma Basic and Diluted Loss Per Share | | | | | | | | | | | | | | | | | | | | | | | | | |
Pro Forma net loss attributable to shareholders
|
| | | $ | (1) | | | | | $ | 80 | | | | | $ | (186) | | | | | $ | (32) | | |
Weighted average shares outstanding, basic and diluted
|
| | | | 530,402,717 | | | | | | 449,221,717 | | | | | | 530,402,717 | | | | | | 449,221,717 | | |
Basic and diluted net loss per share
|
| | | $ | — | | | | | $ | 0.18 | | | | | $ | (0.35) | | | | | $ | (0.07) | | |
Pro Forma Weighted Average Shares – Basic and Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Juweel
|
| | | | 162,746,106 | | | | | | 162,746,106 | | | | | | 162,746,106 | | | | | | 162,746,106 | | |
Amex HoldCo
|
| | | | 158,135,872 | | | | | | 158,135,872 | | | | | | 158,135,872 | | | | | | 158,135,872 | | |
Expedia
|
| | | | 73,919,489 | | | | | | 73,919,489 | | | | | | 73,919,489 | | | | | | 73,919,489 | | |
Continuing JerseyCo Owners
|
| | | | 394,801,467 | | | | | | 394,801,467 | | | | | | 394,801,467 | | | | | | 394,801,467 | | |
Public Shareholders
|
| | | | 81,681,000 | | | | | | 500,000 | | | | | | 81,681,000 | | | | | | 500,000 | | |
PIPE Investors
|
| | | | 33,500,000 | | | | | | 33,500,000 | | | | | | 33,500,000 | | | | | | 33,500,000 | | |
Sponsor and Insiders
|
| | | | 20,420,250 | | | | | | 20,420,250 | | | | | | 20,420,250 | | | | | | 20,420,250 | | |
Pro Forma Weighted Average Shares – Basic and Diluted(1)
|
| | | | 530,402,717 | | | | | | 449,221,717 | | | | | | 530,402,717 | | | | | | 449,221,717 | | |
Sources of Cash
|
| | | | | | |
Proceeds from Trust Account
|
| | | $ | 817 | | |
PIPE Investment
|
| | | | 335 | | |
| | | | | | | |
Total Sources
|
| | | $ | 1,152 | | |
Uses of Cash
|
| | | | | | |
Cash to Balance Sheet
|
| | | $ | 898 | | |
Redemption of GBT Preferred Shares
|
| | | | 164 | | |
Transaction Costs
|
| | | | 90(a) | | |
Total Uses
|
| | | $ | 1,152 | | |
Sources of Cash
|
| | | | | | |
Proceeds from Trust Account
|
| | | $ | 817 | | |
PIPE Investment
|
| | | | 335 | | |
| | | | | | | |
| | | | | | | |
Total Sources
|
| | | $ | 1,152 | | |
Uses of Cash
|
| | | | | | |
Cash to Balance Sheet
|
| | | $ | 86 | | |
Redemption of GBT Preferred Shares
|
| | | | 164 | | |
Transaction Costs
|
| | | | 90(a) | | |
Shareholder Redemptions
|
| | | | 812 | | |
Total Uses
|
| | | $ | 1,152 | | |
Name
|
| |
Age
|
| |
Position
|
|
Sanjay Patel* | | |
61
|
| | Chief Executive Officer and Director | |
James Crossen* | | |
48
|
| | Chief Financial Officer and Chief Accounting Officer | |
Scott Kleinman | | |
49
|
| |
Executive Chairman of Board of Directors
|
|
Jennifer Fleiss | | |
38
|
| | Director | |
Mitch Garber | | |
57
|
| | Director | |
James H. Simmons III | | |
55
|
| | Director | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
Key Operating Metrics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total Transaction Value (“TTV”)
|
| | | | 4,036 | | | | | | 5,471 | | | | | | 5,941 | | | | | | 29,220 | | | | | | 26,461 | | |
Transaction (Decline) Growth
|
| | | | (33)% | | | | | | (66)% | | | | | | (71)% | | | | | | 17% | | | | | | 17% | | |
Key Financial Metrics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | | 476 | | | | | | 662 | | | | | | 793 | | | | | | 2,119 | | | | | | 1,899 | | |
Total operating expense
|
| | | | 843 | | | | | | 1,107 | | | | | | 1,540 | | | | | | 1,913 | | | | | | 1,825 | | |
Net (loss) income
|
| | | | (275) | | | | | | (358) | | | | | | (619) | | | | | | 138 | | | | | | 22 | | |
Net cash (used in) from operating activities
|
| | | | (343) | | | | | | (105) | | | | | | (250) | | | | | | 227 | | | | | | 137 | | |
EBITDA
|
| | | | (260) | | | | | | (333) | | | | | | (590) | | | | | | 349 | | | | | | 168 | | |
Adjusted EBITDA
|
| | | | (239) | | | | | | (225) | | | | | | (363) | | | | | | 428 | | | | | | 311 | | |
Adjusted Operating Expenses
|
| | | | 713 | | | | | | 883 | | | | | | 1,151 | | | | | | 1,696 | | | | | | 1,594 | | |
Free Cash Flow
|
| | | | (371) | | | | | | (141) | | | | | | (297) | | | | | | 165 | | | | | | 71 | | |
| | |
As of
September 30, |
| |
As of
September 30, |
| ||||||||||||
| | |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Net debt (cash)
|
| | | | 331 | | | | | | 40 | | | | | | (259) | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||||||||
($ in millions)
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
Net (loss) income
|
| | | | (275) | | | | | | (358) | | | | | | (619) | | | | | | 138 | | | | | | 22 | | |
Interest income
|
| | |
|
—
|
| | | | | (1) | | | | | | (1) | | | | | | (5) | | | | | | (4) | | |
Interest expense
|
| | | | 37 | | | | | | 17 | | | | | | 27 | | | | | | 15 | | | | | | 7 | | |
(Benefit from) provision for income taxes
|
| | | | (126) | | | | | | (100) | | | | | | (145) | | | | | | 60 | | | | | | 18 | | |
Depreciation and amortization
|
| | | | 104 | | | | | | 109 | | | | | | 148 | | | | | | 141 | | | | | | 125 | | |
EBITDA | | | | | (260) | | | | | | (333) | | | | | | (590) | | | | | | 349 | | | | | | 168 | | |
Restructuring charges(a)
|
| | | | (5) | | | | | | 90 | | | | | | 206 | | | | | | 12 | | | | | | 21 | | |
Integration costs(b)
|
| | | | 9 | | | | | | 13 | | | | | | 14 | | | | | | 36 | | | | | | 16 | | |
Mergers and acquisitions(c)
|
| | | | 13 | | | | | | 5 | | | | | | 10 | | | | | | 12 | | | | | | 24 | | |
Separation costs(d)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | 3 | | | | | | 39 | | |
Equity-based compensation(e)
|
| | | | 1 | | | | | | 3 | | | | | | 3 | | | | | | 6 | | | | | | 4 | | |
Other adjustments, net(f)
|
| | | | 3 | | | | | | (3) | | | | | | (6) | | | | | | 10 | | | | | | 39 | | |
Adjusted EBITDA
|
| | | | (239) | | | | | | (225) | | | | | | (363) | | | | | | 428 | | | | | | 311 | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||||||||
($ in millions)
|
| |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
Total operating expenses
|
| | | | 843 | | | | | | 1,107 | | | | | | 1,540 | | | | | | 1,913 | | | | | | 1,825 | | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortisation
|
| | | | (104) | | | | | | (109) | | | | | | (148) | | | | | | (141) | | | | | | (125) | | |
Restructuring charges(a)
|
| | | | 5 | | | | | | (90) | | | | | | (206) | | | | | | (12) | | | | | | (21) | | |
Integration costs(b)
|
| | | | (9) | | | | | | (13) | | | | | | (14) | | | | | | (36) | | | | | | (16) | | |
Mergers and acquisition(c)
|
| | | | (13) | | | | | | (5) | | | | | | (10) | | | | | | (12) | | | | | | (24) | | |
Separation costs(d)
|
| | |
|
—
|
| | | | | — | | | | |
|
—
|
| | | | | (3) | | | | | | (39) | | |
Equity-based compensation(e)
|
| | | | (1) | | | | | | (3) | | | | | | (3) | | | | | | (6) | | | | | | (4) | | |
Other adjustments, net(f)
|
| | | | (8) | | | | | | (4) | | | | | | (8) | | | | | | (7) | | | | | | (2) | | |
Adjusted Operating Expenses
|
| | | | 713 | | | | | | 883 | | | | | | 1,151 | | | | | | 1,696 | | | | | | 1,594 | | |
| | |
Nine Months Ended
September 30, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Revenue
|
| | | $ | 476 | | | | | $ | 662 | | | | | $ | (186) | | | | | | (28)% | | |
Costs and Expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues (excluding depreciation and amortization shown
separately below) |
| | | | 304 | | | | | | 421 | | | | | | 117 | | | | | | 28% | | |
Sales and marketing
|
| | | | 139 | | | | | | 151 | | | | | | 12 | | | | | | 8% | | |
Technology and content
|
| | | | 179 | | | | | | 213 | | | | | | 34 | | | | | | 16% | | |
General and administrative
|
| | | | 122 | | | | | | 123 | | | | | | 1 | | | | |
|
—
|
| |
Restructuring (credit) charges
|
| | | | (5) | | | | | | 90 | | | | | | 95 | | | | | | n/m | | |
| | |
Nine Months
Ended September 30, |
| |
Change
favorable/ (unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Depreciation and amortization
|
| | | | 104 | | | | | | 109 | | | | | | 5 | | | | | | 5% | | |
Total operating expense
|
| | | | 843 | | | | | | 1,107 | | | | | | 264 | | | | | | 24% | | |
Operating loss
|
| | | | (367) | | | | | | (445) | | | | | | 78 | | | | | | 18% | | |
Interest income
|
| | |
|
—
|
| | | | | 1 | | | | | | (1) | | | | | | (54)% | | |
Interest expense
|
| | | | (37) | | | | | | (17) | | | | | | (20) | | | | | | n/m | | |
Other income, net
|
| | | | 5 | | | | | | 7 | | | | | | (2) | | | | | | (26)% | | |
Loss before income taxes and share of losses from equity method
investments |
| | | | (399) | | | | | | (454) | | | | | | 55 | | | | | | 12% | | |
Benefit from income taxes
|
| | | | 126 | | | | | | 100 | | | | | | 26 | | | | | | 27% | | |
Share of losses in equity method investments
|
| | | | (2) | | | | | | (4) | | | | | | 2 | | | | | | 34% | | |
Net loss
|
| | | $ | (275) | | | | | $ | (358) | | | | | $ | 83 | | | | | | 23% | | |
|
| | |
Nine Months Ended
September 30, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Travel Revenue
|
| | | $ | 261 | | | | | $ | 414 | | | | | $ | (153) | | | | | | (37)% | | |
Products & Professional Services Revenue
|
| | | | 215 | | | | | | 248 | | | | | | (33) | | | | | | (13)% | | |
Total Revenue
|
| | | $ | 476 | | | | | $ | 662 | | | | | $ | (186) | | | | | | (28)% | | |
| | |
Nine Months Ended
September 30, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Cost of revenue (excluding depreciation and amortization)
|
| | | $ | 304 | | | | | $ | 421 | | | | | $ | 117 | | | | | | 28% | | |
| | |
Nine Months Ended
September 30, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Sales and marketing
|
| | | $ | 139 | | | | | $ | 151 | | | | | $ | 12 | | | | | | 8% | | |
| | |
Nine Months Ended
September 30, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Technology and content
|
| | | $ | 179 | | | | | $ | 213 | | | | | $ | 34 | | | | | | 16% | | |
| | |
Nine Months Ended
September 30, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
General and administrative
|
| | | $ | 122 | | | | | $ | 123 | | | | | $ | 1 | | | | |
|
—%
|
| |
| | |
Nine Months Ended
September 30, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Foreign exchange (losses) gains, net
|
| | | | (1) | | | | | | 3 | | | | | | (4) | | | | | | n/m | | |
Non-service components of net periodic pension benefit
|
| | | | 6 | | | | | | 4 | | | | | | 2 | | | | | | 53% | | |
Other income, net
|
| | | | 5 | | | | | | 7 | | | | | | (2) | | | | | | (26)% | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Revenue
|
| | | $ | 793 | | | | | $ | 2,119 | | | | | $ | (1,326) | | | | | | (63) | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue (excluding depreciation and amortization shown separately below)
|
| | | | 529 | | | | | | 880 | | | | | | 351 | | | | | | 40 | | |
Sales and marketing
|
| | | | 199 | | | | | | 286 | | | | | | 87 | | | | | | 30 | | |
Technology and content
|
| | | | 277 | | | | | | 339 | | | | | | 62 | | | | | | 18 | | |
General and administrative
|
| | | | 181 | | | | | | 255 | | | | | | 74 | | | | | | 29 | | |
Restructuring charges
|
| | | | 206 | | | | | | 12 | | | | | | (194) | | | | | | n/m | | |
Depreciation and amortization
|
| | | | 148 | | | | | | 141 | | | | | | (7) | | | | | | (5) | | |
Total operating expenses
|
| | | | 1,540 | | | | | | 1,913 | | | | | | 373 | | | | | | 20 | | |
Operating (loss) income
|
| | | | (747) | | | | | | 206 | | | | | | (953) | | | | | | n/m | | |
Interest income
|
| | | | 1 | | | | | | 5 | | | | | | (4) | | | | | | (68) | | |
Interest expense
|
| | | | (27) | | | | | | (15) | | | | | | (12) | | | | | | (76) | | |
Other income (expense), net
|
| | | | 14 | | | | | | (3) | | | | | | 17 | | | | | | n/m | | |
(Loss) income before income taxes and share of (losses)
earnings from equity method investments |
| | | | (759) | | | | | | 193 | | | | | | (952) | | | | | | n/m | | |
Benefit from (provision for) income taxes
|
| | | | 145 | | | | | | (60) | | | | | | 205 | | | | | | n/m | | |
Share of (losses) earnings in equity method investments
|
| | | | (5) | | | | | | 5 | | | | | | (10) | | | | | | n/m | | |
Net (loss) income
|
| | | $ | (619) | | | | | $ | 138 | | | | | $ | (757) | | | | | | n/m | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Travel Revenues
|
| | | $ | 468 | | | | | $ | 1,605 | | | | | $ | (1,137) | | | | | | (71) | | |
Product and Professional Services Revenues
|
| | | | 325 | | | | | | 514 | | | | | | (189) | | | | | | (37) | | |
Total Revenue
|
| | | $ | 793 | | | | | $ | 2,119 | | | | | $ | (1,326) | | | | | | (63) | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Cost of revenue
|
| | | $ | 529 | | | | | $ | 880 | | | | | $ | 351 | | | | | | 40 | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Sales and marketing
|
| | | $ | 199 | | | | | $ | 286 | | | | | $ | 87 | | | | | | 30 | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Technology and content
|
| | | $ | 277 | | | | | $ | 339 | | | | | $ | 62 | | | | | | 18 | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Total general and administrative
|
| | | $ | 181 | | | | | $ | 255 | | | | | $ | 74 | | | | | | 29 | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
Foreign exchange gain (losses), net
|
| | | $ | 12 | | | | | $ | (4) | | | | | $ | 16 | | | | | | n/m | | |
Loss on sale of businesses
|
| | | | — | | | | | | (3) | | | | | | 3 | | | | | | 100 | | |
Non-service components of net periodic pension benefit
|
| | | | 2 | | | | | | 4 | | | | | | (2) | | | | | | (86) | | |
Other income (expense), net
|
| | | $ | 14 | | | | | $ | (3) | | | | | $ | 17 | | | | | | n/m | | |
| | |
Year Ended
December 31, |
| |
Change
favorable /(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2019
|
| |
2018
|
| |
$
|
| |
%
|
| ||||||||||||
Revenue
|
| | | $ | 2,119 | | | | | $ | 1,899 | | | | | $ | 220 | | | | | | 12% | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues (excluding depreciation and amortization shown separately below)
|
| | | | 880 | | | | | | 813 | | | | | | (67) | | | | | | (8)% | | |
Sales and marketing
|
| | | | 286 | | | | | | 255 | | | | | | (31) | | | | | | (12)% | | |
| | |
Year Ended
December 31, |
| |
Change
favorable /(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2019
|
| |
2018
|
| |
$
|
| |
%
|
| ||||||||||||
Technology and content
|
| | | | 339 | | | | | | 316 | | | | | | (23) | | | | | | (7)% | | |
General and administrative
|
| | | | 255 | | | | | | 295 | | | | | | 40 | | | | | | 14% | | |
Restructuring charges
|
| | | | 12 | | | | | | 21 | | | | | | 9 | | | | | | 44% | | |
Depreciation and amortization
|
| | | | 141 | | | | | | 125 | | | | | | (16) | | | | | | (13)% | | |
Total operating expenses
|
| | | | 1,913 | | | | | | 1,825 | | | | | | (88) | | | | | | (5)% | | |
Operating income
|
| | | | 206 | | | | | | 74 | | | | | | 132 | | | | | | n/m | | |
Interest income
|
| | | | 5 | | | | | | 4 | | | | | | 1 | | | | | | 26% | | |
Interest expense
|
| | | | (15) | | | | | | (7) | | | | | | (8) | | | | | | n/m | | |
Other expense, net
|
| | | | (3) | | | | | | (37) | | | | | | 34 | | | | | | 95% | | |
Income before income taxes and share of earnings from equity method investments
|
| | | | 193 | | | | | | 34 | | | | | | 159 | | | | | | n/m | | |
Provision for income taxes
|
| | | | (60) | | | | | | (18) | | | | | | (42) | | | | | | n/m | | |
Share of earnings in equity method investments
|
| | | | 5 | | | | | | 6 | | | | | | (1) | | | | | | (14)% | | |
Net income
|
| | | $ | 138 | | | | | $ | 22 | | | | | $ | 116 | | | | | | n/m | | |
|
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2019
|
| |
2018
|
| |
$
|
| |
%
|
| ||||||||||||
Travel Revenue
|
| | | $ | 1,605 | | | | | $ | 1,405 | | | | | $ | 200 | | | | | | 14% | | |
Products and Professional Services Revenue
|
| | | | 514 | | | | | | 494 | | | | | | 20 | | | | | | 4% | | |
Total Revenue
|
| | | $ | 2,119 | | | | | $ | 1,899 | | | | | $ | 220 | | | | | | 12% | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2019
|
| |
2018
|
| |
$
|
| |
%
|
| ||||||||||||
Cost of revenue (excluding depreciation and amortization)
|
| | | $ | 880 | | | | | $ | 813 | | | | | $ | (67) | | | | | | (8)% | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2019
|
| |
2018
|
| |
$
|
| |
%
|
| ||||||||||||
Sales and marketing
|
| | | $ | 286 | | | | | $ | 255 | | | | | $ | (31) | | | | | | (12)% | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2019
|
| |
2018
|
| |
$
|
| |
%
|
| ||||||||||||
Technology and content
|
| | | | 339 | | | | | | 316 | | | | | | (23) | | | | | | (7)% | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2019
|
| |
2018
|
| |
$
|
| |
%
|
| ||||||||||||
General and administrative
|
| | | $ | 255 | | | | | $ | 295 | | | | | | 40 | | | | | | 14% | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2019
|
| |
2018
|
| |
$
|
| |
%
|
| ||||||||||||
Foreign exchange losses, net
|
| | | $ | (4) | | | | | $ | (40) | | | | | $ | 36 | | | | | | 90% | | |
Loss on disposal of businesses
|
| | | | (3) | | | | |
|
—
|
| | | | | (3) | | | | | | n/m | | |
Non-service components of net periodic pension benefit
|
| | | | 4 | | | | | | 3 | | | | | | 1 | | | | | | 33% | | |
Other expense, net
|
| | | $ | (3) | | | | | $ | (37) | | | | | $ | 34 | | | | | | 92% | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
($ in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash (used in) from operating activities
|
| | | $ | (343) | | | | | $ | (105) | | | | | $ | (250) | | | | | $ | 227 | | | | | $ | 137 | | |
Net cash used in investing activities
|
| | | | (81) | | | | | | (36) | | | | | | (47) | | | | | | (87) | | | | | | (529) | | |
Net cash from (used in) financing activities
|
| | | | 280 | | | | | | 386 | | | | | | 384 | | | | | | (65) | | | | | | 225 | | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
| | | | (4) | | | | | | 1 | | | | | | 7 | | | | | | 1 | | | | | | (6) | | |
Net (decrease) increase in cash, cash equivalents and restricted cash
|
| | | $ | (148) | | | | | $ | 246 | | | | | $ | 94 | | | | | $ | 76 | | | | | $ | (173) | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||
($ in millions) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net cash (used in) from operating activities
|
| | | $ | (343) | | | | | $ | (105) | | | | | $ | (250) | | | | | $ | 227 | | | | | $ | 137 | | |
Less: Purchase of property and equipment
|
| | | | (28) | | | | | | (36) | | | | | | (47) | | | | | | (62) | | | | | | (66) | | |
Free Cash Flow
|
| | | $ | (371) | | | | | $ | (141) | | | | | $ | (297) | | | | | $ | 165 | | | | | $ | 71 | | |
| | |
As of September 30,
|
| |
As of December 31,
|
| ||||||||||||
($ in millions)
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Senior Secured Credit Agreement(1) | | | | | | | | | | | | | | | | | | | |
Principal amount outstanding of Senior Secured Initial Term Loans
(Maturity – August 2025)(2) |
| | | $ | 243 | | | | | $ | 244 | | | | | $ | 247 | | |
Principal amount outstanding of Senior Secured Prior Tranche B-1
Term Loans (Maturity – August 2025)(3) |
| | | | 396 | | | | | | 399 | | | | |
|
—
|
| |
Principal amount outstanding under the Senior Secured Prior Tranche B-2 Term Loan Facility (Maturity – August 2025)(4)
|
| | | | 149 | | | | |
|
—
|
| | | |
|
—
|
| |
Principal amount outstanding under the Senior Secured Revolving Credit Facility (Maturity – August 2023)(5)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| | | | | 788 | | | | | | 643 | | | | | | 247 | | |
Less: Unamortized debt discount and unamortized debt issuance costs
|
| | | | (21) | | | | | | (19) | | | | | | (10) | | |
Total debt, net of unamortized debt discount and unamortized debt issuance costs
|
| | | | 767 | | | | | | 624 | | | | | | 237 | | |
Less: Cash and cash equivalents
|
| | | | (436) | | | | | | (584) | | | | | | (496) | | |
Net Debt (Cash)
|
| | | $ | 331 | | | | | $ | 40 | | | | | $ | (259) | | |
| | |
Payments Due by Period ($ in millions)
|
| |||||||||||||||||||||||||||
| | |
Total
|
| |
Less than 1
Year |
| |
1 – 3 Years
|
| |
3 – 5 Years
|
| |
More than 5
Years |
| |||||||||||||||
Long-term debt obligations(1)
|
| | | $ | 788 | | | | | $ | 8 | | | | | $ | 16 | | | | | $ | 764 | | | | | $ | — | | |
Operating lease liabilities(2)
|
| | | | 107 | | | | | | 28 | | | | | | 38 | | | | | | 15 | | | | | | 26 | | |
Finance lease liabilities
|
| | | | 4 | | | | | | 2 | | | | | | 2 | | | | | | — | | | | | | — | | |
Interest payments(3)
|
| | | | 192 | | | | | | 51 | | | | | | 99 | | | | | | 42 | | | | | | — | | |
Purchase commitments(4)
|
| | | | 210 | | | | | | 55 | | | | | | 119 | | | | | | 36 | | | | | | — | | |
Total contractual obligations
|
| | | $ | 1,301 | | | | | $ | 144 | | | | | $ | 274 | | | | | $ | 857 | | | | | $ | 26 | | |
Name
|
| |
Age
|
| |
Position(s)
|
|
Executive Officers | | | | | | | |
Paul Abbott | | | 53 | | | Chief Executive Officer | |
Eric J. Bock | | | 56 | | | Chief Legal Officer, Global Head of M&A and Corporate Secretary | |
Andrew George Crawley | | | 55 | | | Chief Commercial Officer | |
Martine Gerow | | | 61 | | | Chief Financial Officer | |
Mark Hollyhead | | | 52 | | | President, Egencia | |
Patricia Anne Huska | | | 53 | | | Chief People Officer | |
Si-Yeon Kim | | | 51 | | | Chief Risk and Compliance Officer | |
Evan Konwiser | | | 40 | | | EVP Product, Strategy and Communications | |
Michael Qualantone | | | 60 | | | Chief Revenue Officer | |
Boriana Tchobanova | | | 47 | | | Chief Transformation Officer | |
David Thompson | | | 55 | | | Chief Technology Officer | |
Directors | | | | | | | |
Michael Gregory (Greg) O’Hara | | | 55 | | | Chairman of the Board of Directors | |
Ugo Arzani(2)(5) | | | 47 | | | Director | |
James P. Bush(2)(3)(4) | | | 63 | | | Director | |
Philippe Chérèque(5) | | | 70 | | | Director | |
Marc D. Gordon(3)(4)(5) | | | 61 | | | Director | |
Eric Hart(1)(3)(4) | | | 46 | | | Director | |
Raymond Donald Joabar(3)(4)(5) | | | 56 | | | Director | |
Glenda McNeal(1)(2) | | | 61 | | | Director | |
Richard Petrino(1)(2) | | | 54 | | | Director | |
Mohammed Saif S.S. Al-Sowaidi(1)(2)(3)(4)(5) | | | 40 | | | Director | |
Susan Ward(1) | | | 61 | | | Director | |
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(1) |
| |
Stock
Awards ($) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Nonqualified
Deferred Compensation Earnings ($) |
| |
All Other
Compensation ($) |
| |
Total
Compensation ($) |
| |||||||||||||||||||||||||||
Paul Abbott
Chief Executive Officer |
| | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(2)
|
| | | | | | | |
| | | 2020 | | | | | | 1,072,751 | | | | | | 2,756,540 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,168,879 | | | | | | 4,998,170 | | | ||
Andrew Crawley
Chief Commercial Officer |
| | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(3)
|
| | | | | | | |
| | | 2020 | | | | | | 471,122 | | | | | | 447,938 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 635,011 | | | | | | 1,554,071 | | | ||
Martine Gerow
Chief Financial Officer |
| | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
(4)
|
| | | | | | | |
| | | 2020 | | | | | | 441,247 | | | | | | 403,268 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 133,355 | | | | | | 977,870 | | |
Name
|
| |
2020 Base
Salary ($) |
| |
2021 Base
Salary ($) |
| |||
Paul Abbott
|
| | | | 1,288,538 | | | | | |
Andrew Crawley
|
| | | | 837,549 | | | | | |
Martine Gerow
|
| | | | 559,870 | | | | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock that Have Not Vested (#) |
| |
Market
Value of Shares of Units of Stock That Have Not Vested ($) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| ||||||||||||||||||||||||
Paul Abbott
|
| | | | — | | | | |
|
(1)
|
| | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Andrew Crawley
|
| | | | — | | | | |
|
(1)
|
| | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Martine Gerow
|
| | | | — | | | | |
|
(1)
|
| | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | | | | 110,000(2) | | | | | | 58.88 | | | | | | 7/1/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | | | | 35,000(3) | | | | | | 127.77 | | | | | | 10/1/2029 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Year
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Stock
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Nonqualified
Deferred Compensation Earnings ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||
Ugo Arzani
|
| | | | 2021 | | | | | | | | | | | | | | | | | | | | |
James Bush
|
| | | | 2021 | | | | | | | | | | | | | | | | | | | | |
Philippe Chereque
|
| | | | 2021 | | | | | | | | | | | | | | | | | | | | |
Marc Gordon
|
| | | | 2021 | | | | | | | | | | | | | | | | | | | | |
Eric Hart
|
| | | | 2021 | | | | | | | | | | | | | | | | | | | | |
Raymond Joabar
|
| | | | 2021 | | | | | | | | | | | | | | | | | | | | |
Glenda McNeal
|
| | | | 2021 | | | | | | | | | | | | | | | | | | | | |
Greg O’Hara
|
| | | | 2021 | | | | | | | | | | | | | | | | | | | | |
Richard Petrino
|
| | | | 2021 | | | | | | | | | | | | | | | | | | | | |
Mohammed Saif
Al-Sowaidi |
| | | | 2021 | | | | | | | | | | | | | | | | | | | | |
Susan Ward
|
| | | | 2021 | | | | | | | | | | | | | | | | | | | | |
Julia Wittlin(1)
|
| | | | 2021 | | | | | | | | | | | | | | | | | | | | |
Name
|
| |
Position with
PubCo |
| |
Age
|
| |||
Richard Petrino
|
| | Director | | | | | 54 | | |
Raymond Donald Joabar
|
| | Director | | | | | 56 | | |
Michael Gregory (Greg) O’Hara
|
| | Director | | | | | 55 | | |
Mohammed Saif S.S. Al-Sowaidi
|
| | Director | | | | | 40 | | |
Eric Hart
|
| | Director | | | | | 46 | | |
Itai Wallach
|
| | Director | | | | | 34 | | |
Paul Abbott
|
| | Director | | | | | 53 | | |
James P. Bush
|
| | Director | | | | | 63 | | |
Susan Ward
|
| | Director | | | | | 61 | | |
Kathleen Winters
|
| | Director | | | | | 54 | | |
Name
|
| |
Position with
PubCo |
| |
Age
|
| |||
Paul Abbott
|
| | Chief Executive Officer | | | | | 53 | | |
Eric J. Bock
|
| |
Chief Legal Officer, Global Head of M&A and Corporate Secretary
|
| | | | 56 | | |
Andrew George Crawley
|
| | Chief Commercial Officer | | | | | 55 | | |
Martine Gerow
|
| | Chief Financial Officer | | | | | 61 | | |
Patricia Anne Huska
|
| | Chief People Officer | | | | | 53 | | |
Si-Yeon Kim
|
| | Chief Risk and Compliance Officer | | | | | 51 | | |
Evan Konwiser
|
| | EVP Product, Strategy and Communications | | | | | 40 | | |
Michael Qualantone
|
| | Chief Revenue Officer | | | | | 60 | | |
Boriana Tchobanova
|
| | Chief Transformation Officer | | | | | 47 | | |
David Thompson
|
| | Chief Technology Officer | | | | | 55 | | |
Mark Hollyhead
|
| | President, Egencia | | | | | 52 | | |
| | |
Shares of Domesticated Acquiror Common Stock Post-Business Combination
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | |
Assuming No Redemptions
|
| |
Assuming Maximum Redemptions
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Acquiror Cayman
Shares Beneficially Owned(1) |
| |
Domesticated Acquiror
Class A Common Stock Beneficially Owned |
| |
Domesticated Acquiror
Class B Common Stock Beneficially Owned(2) |
| |
Combined
Total Voting Power |
| |
Domesticated Acquiror
Class A Common Stock Beneficially Owned |
| |
Domesticated Acquiror
Class B Common Stock Beneficially Owned(2) |
| |
Combined
Total Voting Power |
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Name of Beneficial Owner(3)
|
| |
Shares
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Juweel(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 162,746,106 | | | | | | 41.2% | | | | | | 30.7% | | | | | | — | | | | | | — | | | | | | 162,746,106 | | | | | | 41.2% | | | | | | 36.2% | | |
American Express Company(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 158,135,872 | | | | | | 40.1% | | | | | | 29.8% | | | | | | — | | | | | | — | | | | | | 158,135,872 | | | | | | 40.1% | | | | | | 35.2% | | |
Expedia(6) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 73,919,489 | | | | | | 18.7% | | | | | | 13.9% | | | | | | — | | | | | | — | | | | | | 73,919,489 | | | | | | 18.7% | | | | | | 16.5% | | |
APSG Sponsor, L.P.(7)
|
| | | | 20,345,250 | | | | | | 19.9% | | | | | | 34,569,384 | | | | | | 23.4% | | | | | | — | | | | | | — | | | | | | 6.4% | | | | | | 34,569,384 | | | | | | 63.5% | | | | | | — | | | | | | — | | | | | | 7.5% | | |
Adage Capital Partners, L.P.(8)
|
| | | | 5,855,600 | | | | | | 5.7% | | | | | | 5,855,600 | | | | | | 4.3% | | | | | | — | | | | | | — | | | | | | 1.1% | | | | | | 5,855,600 | | | | | | 10.8% | | | | | | — | | | | | | — | | | | | | 1.3% | | |
Public Sector Pension Investment Board(9)
|
| | | | 5,333,333 | | | | | | 5.2% | | | | | | 5,333,333 | | | | | | 3.9% | | | | | | — | | | | | | — | | | | | | 1.0% | | | | | | 5,333,333 | | | | | | 9.8% | | | | | | — | | | | | | — | | | | | | 1.2% | | |
Empyrean Capital Overseas Master Fund, Ltd.(10)
|
| | | | 4,696,981 | | | | | | 4.6% | | | | | | 4,696,981 | | | | | | 3.5% | | | | | | — | | | | | | — | | | | | | * | | | | | | 4,696,981 | | | | | | 8.6% | | | | | | — | | | | | | — | | | | | | 1.0% | | |
Sculptor Capital LP(11)
|
| | | | 4,534,917 | | | | | | 4.4% | | | | | | 4,534,917 | | | | | | 3.3% | | | | | | — | | | | | | — | | | | | | * | | | | | | 4,534,917 | | | | | | 8.3% | | | | | | — | | | | | | — | | | | | | 1.0% | | |
Current Directors and Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Sanjay Patel
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
James Crossen
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Scott Kleinman
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jenny Fleiss
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | |
Mitch Garber
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | |
James H. Simmons III
|
| | | | 25,000 | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 25,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | |
Current Directors and Executive Officers of APSG
as a Group (6 Individuals) |
| | | | 75,000 | | | | | | * | | | | | | 75,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 75,000 | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | |
PubCo Directors and Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Paul Abbott
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
Eric J. Bock
|
| | | | — | | | | | | — | | | | | | 1,932,772 | | | | | | 1.4% | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,932,772 | | | | | | 3.4% | | | | | | — | | | | | | — | | | | | | * | | |
Andrew George Crawley
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
Martine Gerow
|
| | | | — | | | | | | — | | | | | | 896,103 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 896,103 | | | | | | 1.6% | | | | | | — | | | | | | — | | | | | | * | | |
Patricia Anne Huska
|
| | | | — | | | | | | — | | | | | | 651,871 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 651,871 | | | | | | 1.2% | | | | | | — | | | | | | — | | | | | | * | | |
Si-Yeon Kim
|
| | | | — | | | | | | — | | | | | | 386,554 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 386,554 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Evan Konwiser
|
| | | | — | | | | | | — | | | | | | 175,707 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 175,707 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
Michael Qualantone
|
| | | | — | | | | | | — | | | | | | 1,539,189 | | | | | | 1.1% | | | | | | — | | | | | | — | | | | | | * | | | | | | 1,539,189 | | | | | | 2.8% | | | | | | — | | | | | | — | | | | | | * | | |
Boriana Tchobanova
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | |
| | |
Shares of Domesticated Acquiror Common Stock Post-Business Combination
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | |
Assuming No Redemptions
|
| |
Assuming Maximum Redemptions
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Acquiror Cayman
Shares Beneficially Owned(1) |
| |
Domesticated Acquiror
Class A Common Stock Beneficially Owned |
| |
Domesticated Acquiror
Class B Common Stock Beneficially Owned(2) |
| |
Combined
Total Voting Power |
| |
Domesticated Acquiror
Class A Common Stock Beneficially Owned |
| |
Domesticated Acquiror
Class B Common Stock Beneficially Owned(2) |
| |
Combined
Total Voting Power |
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Name of Beneficial Owner(3)
|
| |
Shares
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| |
Percent
|
| ||||||||||||||||||||||||||||||||||||
David Thompson
|
| | | | — | | | | | | — | | | | | | 896,103 | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | | | | | 896,103 | | | | | | 1.3% | | | | | | — | | | | | | — | | | | | | * | | |
Mark Hollyhead
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Richard Petrino
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Raymond Donald Joabar
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Gregory O’Hara
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mohammed Saif S.S. Al-Sowaidi
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Eric Hart
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Itai Wallach
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
James P. Bush
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Susan Ward
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kathleen Winters
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PubCo Directors and Executive Officers as a Group (21 Individuals)
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | |
| | |
Delaware
|
| |
Cayman Islands
|
|
Stockholder/Shareholder Approval of Business Combination
|
| |
Mergers generally require approval of a majority of the voting power of all outstanding shares.
|
| |
Mergers require a special resolution, and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent.
|
|
| Mergers in which less than 20% of the acquirer’s stock is issued and no amendments are made to the acquirer’s certificate of incorporation generally do not require acquirer stockholder approval. | | | All mergers (other than parent/subsidiary mergers) require shareholder approval — there is no exception for smaller mergers. | | ||
| Mergers in which a parent entity owns 90% or more of the voting power of each class of a second corporation’s capital stock may be completed without the vote of the second corporation’s board of directors or stockholders. | | | Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50% + 1 in number and 75% in value of shareholders in attendance and voting at a general meeting. | | ||
Stockholder/Shareholder Votes for Routine Matters
|
| | Generally, approval of routine corporate matters that are put to a stockholder vote require the affirmative vote of the majority of the voting power of the shares | | | Under the Cayman Islands Companies Act and the Existing Organizational Documents, routine corporate matters may be approved by an ordinary | |
| | |
Delaware
|
| |
Cayman Islands
|
|
| | | present in person or represented by proxy at the meeting and entitled to vote on the subject matter, although this default standard may be modified in a corporation’s certificate of incorporation or bylaws. The Proposed Organizational Documents will provide that, with certain specified exceptions (including for the election of directors) when a quorum is present at any meeting of stockholders, the affirmative vote of a majority of the votes cast by shares of capital stock of PubCo that are entitled to vote on the subject matter will decide any question brought before such meeting. | | | resolution (being a resolution passed by a simple majority of the shareholders as being entitled to do so). | |
Appraisal Rights
|
| | Generally a stockholder of a publicly traded corporation does not have appraisal rights in connection with a merger if their shares remain outstanding, are converted into shares or depository receipts of another publicly traded corporation plus cash in lieu of fractional shares or depository receipts, or any combination of the foregoing, but appraisal rights are available if the terms of the merger require holders of such publicly listed shares to accept any other consideration. | | | Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court. | |
Inspection of Books and Records
|
| | Any stockholder may inspect the corporation’s books and records for a proper purpose during the usual hours for business. | | | Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. | |
Stockholder/Shareholder Lawsuits
|
| | A stockholder may bring a derivative suit subject to procedural requirements (including adopting Delaware as the exclusive forum for certain suits and actions as per Amendment Proposal). | | | In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances. | |
| | |
Delaware
|
| |
Cayman Islands
|
|
Fiduciary Duties of Directors
|
| | Directors must exercise a duty of care and duty of loyalty, including a duty to act in good faith, to the company and its stockholders. | | |
A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole.
In addition to fiduciary duties, directors owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances
|
|
Indemnification of Directors and Officers
|
| | A corporation is generally permitted to indemnify its directors and officers acting in good faith | | | A Cayman Islands exempted company generally may indemnify its directors or officers except with regard to fraud or willful default. | |
Limited Liability of Directors
|
| | Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful stock repurchases or dividend payments, or improper personal benefit. | | | Liability of directors may be limited, except with regard to their own fraud or willful default. | |
|
Unaudited Interim Financial Statements
|
| | | | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | | |
|
Audited Annual Financial Statements
|
| | | | | | |
| | | | | F-23 | | | |
| | | | | F-24 | | | |
| | | | | F-25 | | | |
| | | | | F-26 | | | |
| | | | | F-27 | | | |
| | | | | F-28 | | |
|
Unaudited Interim Financial Statements
|
| | | | | | |
| | | | | F-45 | | | |
| | | | | F-46 | | | |
| | | | | F-47 | | | |
| | | | | F-48 | | | |
| | | | | F-49 | | | |
| | | | | F-50 | | | |
|
Audited Annual Financial Statements
|
| | | | | | |
| | | | | F-69 | | | |
| | | | | F-70 | | | |
| | | | | F-71 | | | |
| | | | | F-72 | | | |
| | | | | F-73 | | | |
| | | | | F-74 | | | |
| | | | | F-75 | | |
|
Unaudited Interim Financial Statements
|
| | | | | | |
| | | | | F-119 | | | |
| | | | | F-121 | | | |
| | | | | F-122 | | | |
| | | | | F-123 | | | |
| | | | | F-125 | | | |
| | | | | F-126 | | | |
|
Audited Annual Financial Statements
|
| | | | | | |
| | | | | F-137 | | | |
| | | | | F-138 | | | |
| | | | | F-139 | | | |
| | | | | F-140 | | | |
| | | | | F-141 | | | |
| | | | | F-142 | | | |
| | | | | F-143 | | |
| | |
September 30,
2021 |
| |
December 31,
2020 |
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 871,517 | | | | | $ | 257,872 | | |
Prepaid expenses
|
| | | | 657,555 | | | | | | 1,125,255 | | |
Total current assets
|
| | | | 1,529,072 | | | | | | 1,383,127 | | |
Investments held in Trust Account
|
| | | | 817,227,602 | | | | | | 816,985,533 | | |
Total assets
|
| | | $ | 818,756,674 | | | | | $ | 818,368,660 | | |
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
|
| | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued offering costs
|
| | | $ | 6,563,787 | | | | | $ | 383,164 | | |
Advances from related party
|
| | | | 4,222 | | | | | | 373,517 | | |
Note payable – Sponsor
|
| | | | 5,800,000 | | | | | | 1,500,000 | | |
Total current liabilities
|
| | | | 12,368,009 | | | | | | 2,256,681 | | |
Derivative warrant liabilities
|
| | | | 32,170,529 | | | | | | 74,642,310 | | |
Deferred underwriting compensation
|
| | | | 28,588,350 | | | | | | 28,588,350 | | |
Total liabilities
|
| | | | 73,126,888 | | | | | | 105,487,341 | | |
Commitments and contingencies (Note 7) | | | | | | | | | | | | | |
Temporary Equity: | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at approximately $10.00 per share) as of September 30, 2021 and December 31, 2020
|
| | | | 816,810,000 | | | | | | 816,810,000 | | |
Shareholders’ deficit: | | | | | | | | | | | | | |
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.00005 par value, 300,000,000 shares
authorized, none issued and outstanding (excluding 81,681,000 shares subject to possible redemption) at September 30, 2021 and December 31, 2020, respectively |
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.00005 par value, 60,000,000 shares authorized, 20,420,250 shares issued and outstanding as of September 30, 2021 and December 31, 2020
|
| | | | 1,021 | | | | | | 1,021 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (71,181,235) | | | | | | (103,929,702) | | |
Total shareholders’ deficit
|
| | | | (71,180,214) | | | | | | (103,928,681) | | |
Total liabilities, temporary equity and shareholders’ deficit
|
| | | $ | 818,756,674 | | | | | $ | 818,368,660 | | |
| | |
For the Three Months Ended
September 30, |
| |
For the Nine Months Ended
September 30, |
| ||||||||||||||||||
| | |
2021
|
| |
2020
|
| |
2021
|
| |
2020
|
| ||||||||||||
REVENUE
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
EXPENSES | | | | | | | | | | | | | | | | | | | | | | | | | |
Administrative fee – related party
|
| | | | 50,001 | | | | | | — | | | | | | 150,649 | | | | | | — | | |
General and administrative
|
| | | | 3,954,132 | | | | | | 10,000 | | | | | | 9,811,753 | | | | | | 11,854 | | |
TOTAL EXPENSES
|
| | | | 4,004,133 | | | | | | 10,000 | | | | | | 9,962,402 | | | | | | 11,854 | | |
OTHER INCOME (EXPENSES) | | | | | | | | | | | | | | | | | | | | | | | | | |
Investment income from Trust Account
|
| | | | 65,883 | | | | | | — | | | | | | 242,069 | | | | | | — | | |
Interest expense
|
| | | | (1,538) | | | | | | — | | | | | | (2,981) | | | | | | — | | |
Change in fair value of derivative warrant liabilities
|
| | | | 15,086,661 | | | | | | — | | | | | | 42,471,781 | | | | | | — | | |
TOTAL OTHER INCOME (EXPENSES) – NET
|
| | | | 15,151,006 | | | | | | — | | | | | | 42,710,869 | | | | | | — | | |
Net income (loss)
|
| | | $ | 11,146,873 | | | | | $ | (10,000) | | | | | $ | 32,748,467 | | | | | $ | (11,854) | | |
Weighted average number of Class A ordinary shares outstanding, basic and diluted
|
| | | | 81,681,000 | | | | | | — | | | | | | 81,681,000 | | | | | | — | | |
Basic and diluted net income per Class A ordinary
share |
| | | $ | 0.11 | | | | | $ | — | | | | | $ | 0.32 | | | | | $ | — | | |
Weighted average number of Class B ordinary shares outstanding, basic and diluted
|
| | | | 20,420,250 | | | | | | 18,750,000 | | | | | | 20,420,250 | | | | | | 18,750,000 | | |
Basic and diluted net income (loss) per Class B ordinary share
|
| | | $ | 0.11 | | | | | $ | (0.00) | | | | | $ | 0.32 | | | | | $ | (0.00) | | |
| | |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Shareholders’
Deficit |
| ||||||||||||||||||
|
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||
Balance as of December 31, 2020
|
| | | | 20,420,250 | | | | | $ | 1,021 | | | | | $ | — | | | | | $ | (103,929,702) | | | | | $ | (103,928,681) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 20,283,146 | | | | | | 20,283,146 | | |
Balance as of March 31, 2021
|
| | | | 20,420,250 | | | | | $ | 1,021 | | | | | $ | — | | | | | $ | (83,646,556) | | | | | $ | (83,645,535) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 1,318,448 | | | | | | 1,318,448 | | |
Balance as of June 30, 2021
|
| | | | 20,420,250 | | | | | | 1,021 | | | | | | — | | | | | | (82,328,108) | | | | | | (82,327,087) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 11,146,873 | | | | | | 11,146,873 | | |
Balance as of September 30, 2021
|
| | | | 20,420,250 | | | | | $ | 1,021 | | | | | $ | — | | | | | $ | (71,181,235) | | | | | $ | (71,180,214) | | |
| | |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Shareholders’
Equity (Deficit) |
| ||||||||||||||||||
|
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||
Balance as of December 31, 2019
|
| | | | 21,562,500 | | | | | $ | 1,078 | | | | | $ | 30,824 | | | | | $ | (30,048) | | | | | $ | 1,854 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,854) | | | | | | (1,854) | | |
Balance as of March 31, 2020
|
| | | | 21,562,500 | | | | | $ | 1,078 | | | | | $ | 30,824 | | | | | $ | (31,902) | | | | | $ | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balance as of June 30, 2020
|
| | | | 21,562,500 | | | | | | 1,078 | | | | | | 30,824 | | | | | | (31,902) | | | | | | — | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (10,000) | | | | | | (10,000) | | |
Balance as of September 30, 2020
|
| | | | 21,562,500 | | | | | $ | 1,078 | | | | | $ | 30,824 | | | | | $ | (41,902) | | | | | $ | (10,000) | | |
| | |
For the Nine Months
Ended September 30, |
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Cash Flows From Operating Activities: | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 32,748,467 | | | | | $ | (11,854) | | |
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
| | | | | | | | | | | | |
Formation and offering cost paid by related parties
|
| | | | — | | | | | | 10,000 | | |
Investment income earned on investment held in Trust Account
|
| | | | (242,069) | | | | | | — | | |
Change in fair value of derivative warrant liabilities
|
| | | | (42,471,781) | | | | | | — | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | 467,700 | | | | | | 1,854 | | |
Accounts payable and accrued expenses
|
| | | | 6,183,095 | | | | | | — | | |
Net Cash Used In Operating Activities
|
| | | | (3,314,588) | | | | | | — | | |
Cash Flows From Financing Activities: | | | | | | | | | | | | | |
Proceeds from Sponsor note
|
| | | | 4,300,000 | | | | | | — | | |
Repayment of advances from Sponsor
|
| | | | (371,767) | | | | | | — | | |
Net Cash Provided By Financing Activities
|
| | | | 3,928,233 | | | | | | — | | |
Net change in cash
|
| | | | 613,645 | | | | | | — | | |
Cash at beginning of period
|
| | | | 257,872 | | | | | | — | | |
Cash at end of period
|
| | | $ | 871,517 | | | | | $ | — | | |
Supplemental disclosure of non-cash financing activities: | | | | | | | | | | | | | |
Deferred offering costs included in accrued offering costs
|
| | | $ | — | | | | | $ | 625,839 | | |
Deferred offering costs paid by related party
|
| | | $ | — | | | | | $ | 345,910 | | |
| | |
As Previously
Reported |
| |
Adjustment
|
| |
As restated
|
| |||||||||
Balance sheet as of March 31, 2021 | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 818,433,672 | | | | | $ | — | | | | | $ | 818,433,672 | | |
Total liabilities
|
| | | $ | 85,269,207 | | | | | $ | — | | | | | $ | 85,269,207 | | |
Class A ordinary shares subject to redemption
|
| | | $ | 728,164,460 | | | | | $ | 88,645,540 | | | | | $ | 816,810,000 | | |
Shareholders’ equity (deficit) | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares
|
| | | | 443 | | | | | | (443) | | | | |
|
—
|
| |
Class B ordinary shares
|
| | | | 1,021 | | | | |
|
—
|
| | | | | 1,021 | | |
Additional paid-in capital
|
| | | | 4,387,203 | | | | | | (4,387,203) | | | | |
|
—
|
| |
Retained earnings (accumulated deficit)
|
| | | | 611,338 | | | | | | (84,257,894) | | | | | | (83,646,556) | | |
Total shareholders’ equity (deficit)
|
| | | $ | 5,000,005 | | | | | $ | (88,645,540) | | | | | $ | (83,645,535) | | |
Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit)
|
| | | $ | 818,433,672 | | | | | $ | — | | | | | $ | 818,433,672 | | |
Statement of Operations – Three Months ended March 31, 2021
|
| |
As Previously
Reported |
| |
Adjustments
|
| |
As restated
|
| |||||||||
Net income
|
| | | $ | 20,283,146 | | | | | | — | | | | | $ | 20,283,146 | | |
Basic and diluted weighted average shares outstanding, Class A
ordinary shares |
| | | | 81,681,000 | | | | | | 81,681,000 | | | | | | | | |
Basic and diluted net income per share of Class A ordinary shares
|
| | | $ | 0.00 | | | | | $ | 0.20 | | | | | $ | 0.20 | | |
Weighted average number of shares of shares outstanding, Class A ordinary shares
|
| | | | 20,420,250 | | | | | | — | | | | | | 20,420,250 | | |
Basic and diluted net income per share of Class B ordinary shares
|
| | | $ | 0.99 | | | | | $ | (0.79) | | | | | $ | 0.20 | | |
| | |
As Previously
Reported |
| |
Adjustment
|
| |
As restated
|
| |||||||||
Balance sheet June 30, 2021 | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 818,575,847 | | | | | $ | — | | | | | $ | 818,575,847 | | |
Total liabilities
|
| | | $ | 84,092,934 | | | | | $ | — | | | | | $ | 84,092,934 | | |
Class A ordinary shares subject to redemption
|
| | | $ | 729,482,910 | | | | | $ | 87,327,090 | | | | | $ | 816,810,000 | | |
Shareholders’ equity (deficit)
|
| | | | | | | | | | | | | | | | | | |
Class A ordinary shares
|
| | | | 437 | | | | | | (437) | | | | |
|
—
|
| |
Class B ordinary shares
|
| | | | 1,021 | | | | |
|
—
|
| | | | | 1,021 | | |
Additional paid-in capital
|
| | | | 3,068,759 | | | | | | (3,068,759) | | | | |
|
—
|
| |
Retained earnings (accumulated deficit)
|
| | | | 1,929,786 | | | | | | (84,257,894) | | | | | | (82,328,108) | | |
Total shareholders’ equity (deficit)
|
| | | $ | 5,000,003 | | | | | $ | (87,327,090) | | | | | $ | (82,327,087) | | |
Total liabilities, Class A ordinary shares subject to redemption and shareholders’ equity (deficit)
|
| | | $ | 818,575,847 | | | | | $ | — | | | | | $ | 818,575,847 | | |
Statement of Operations – Three Months ended June 30, 2021
|
| |
As Previously
Reported |
| |
Adjustments
|
| |
As restated
|
| |||||||||
Net income
|
| | | $ | 1,318,448 | | | | | | — | | | | | $ | 1,318,448 | | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares
|
| | | | 81,681,000 | | | | | | | | | | | | 81,681,000 | | |
Basic and diluted net income per share of Class A ordinary shares
|
| | | $ | 0.00 | | | | | $ | 0.01 | | | | | $ | 0.01 | | |
Weighted average number of shares of shares outstanding, Class A ordinary shares
|
| | | | 20,420,250 | | | | | | — | | | | | | 20,420,250 | | |
Basic and diluted net income per share of Class B ordinary shares
|
| | | $ | 0.06 | | | | | $ | (0.05) | | | | | $ | 0.01 | | |
Statement of Operations – Six Months ended June 30, 2021
|
| |
As Previously
Reported |
| |
Adjustments
|
| |
As restated
|
| |||||||||
Net income
|
| | | $ | 21,601,594 | | | | | | — | | | | | $ | 21,601,594 | | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares
|
| | | | 81,681,000 | | | | | | | | | | | | 81,681,000 | | |
Basic and diluted net income per share of Class A ordinary shares
|
| | | $ | 0.00 | | | | | $ | 0.21 | | | | | $ | 0.21 | | |
Weighted average number of shares of shares outstanding, Class A ordinary shares
|
| | | | 20,420,250 | | | | | | — | | | | | | 20,420,250 | | |
Basic and diluted net income per share of Class B ordinary shares
|
| | | $ | 1.05 | | | | | $ | (0.84) | | | | | $ | 0.21 | | |
|
Gross proceeds
|
| | | $ | 816,810,000 | | |
| Less: | | | | | | | |
|
Proceeds allocated to Public Warrants
|
| | | $ | (39,745,978) | | |
|
Class A ordinary shares issuance costs
|
| | | $ | (44,871,756) | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | $ | 84,617,734 | | |
|
Class A ordinary shares subject to possible redemption
|
| | | $ | 816,810,000 | | |
| | |
Three Months Ended
September 30, 2021 |
| |
Three Months Ended
September 30, 2020 |
| ||||||||||||||||||
|
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||||
Basic and diluted net income (loss) per ordinary share
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net income (loss), as adjusted
|
| | | $ | 8,917,498 | | | | | $ | 2,229,375 | | | | | $ | — | | | | | $ | (10,000) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares
outstanding |
| | | | 81,681,000 | | | | | | 20,420,250 | | | | | | — | | | | | | 18,750,000 | | |
Basic and diluted net income (loss) per ordinary
share |
| | | $ | 0.11 | | | | | $ | 0.11 | | | | | $ | — | | | | | $ | (0.00) | | |
| | |
Nine Months Ended
September 30, 2021 |
| |
Nine Months Ended
September 30, 2020 |
| ||||||||||||||||||
|
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||||
Basic and diluted net income (loss) per ordinary share
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net income (loss), as adjusted
|
| | | $ | 26,198,774 | | | | | $ | 6,549,693 | | | | | $ | — | | | | | $ | (11,854) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares
outstanding |
| | | | 81,681,000 | | | | | | 20,420,250 | | | | | | — | | | | | | 18,750,000 | | |
Basic and diluted net income (loss) per ordinary
share |
| | | $ | 0.32 | | | | | $ | 0.32 | | | | | $ | — | | | | | $ | (0.00) | | |
Description
|
| |
Level
|
| |
September 30, 2021
|
| |
December 31, 2020
|
| |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 817,227,602 | | | | | $ | 816,985,533 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Warrant Liability – Private Placement Warrants
|
| | | | 3 | | | | | | 9,980,524 | | | | | | 23,455,550 | | |
Warrant Liability – Public Warrants
|
| | | | 1 | | | | | | 22,190,005 | | | | | | 51,186,760 | | |
| | |
Fair Value
Measurement Using Level 3 Inputs Total |
| |||
Balance, June 30, 2021
|
| | | $ | 14,857,060 | | |
Change in fair value of derivative liabilities
|
| | | | (4,876,536) | | |
Balance, September 30, 2021
|
| | | $ | 9,980,524 | | |
| | |
Fair Value
Measurement Using Level 3 Inputs Total |
| |||
Balance, December 31, 2020
|
| | | $ | 23,455,550 | | |
Change in fair value of derivative liabilities
|
| | | | (13,475,026) | | |
Balance, September 30, 2021
|
| | | $ | 9,980,524 | | |
| | |
September 30, 2021
|
| |
December 31, 2020
|
|
Risk-free interest rate
|
| |
1.07%
|
| |
0.49%
|
|
Expected life of grants
|
| |
5.51 years
|
| |
5.9 years
|
|
Expected volatility of underlying shares
|
| |
13.8%
|
| |
10.0 – 30.0%
|
|
Dividends
|
| |
0.0%
|
| |
0%
|
|
Probability of Business Combination
|
| |
90%
|
| |
90%
|
|
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
| | |
(restated)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 257,872 | | | | | $ | — | | |
Prepaid expenses
|
| | | | 1,125,255 | | | | | | 1,854 | | |
Total current assets
|
| | | | 1,383,127 | | | | | | 1,854 | | |
Investment held in Trust Account
|
| | | | 816,985,533 | | | | | | — | | |
Total Assets
|
| | | $ | 818,368,660 | | | | | $ | 1,854 | | |
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
| | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 383,164 | | | | | $ | — | | |
Advances from related party
|
| | | | 373,517 | | | | | | — | | |
Note payable – Sponsor
|
| | | | 1,500,000 | | | | | | — | | |
Total current liabilities
|
| | | | 2,256,681 | | | | | | — | | |
Derivative warrant liability
|
| | | | 74,642,310 | | | | | | — | | |
Deferred underwriting commissions
|
| | | | 28,588,350 | | | | | | — | | |
Total liabilities
|
| | | | 105,487,341 | | | | | | — | | |
COMMITMENTS AND CONTINGENCIES (NOTE 7) | | | | | | | | | | | | | |
Temporary Equity: | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption; 81,681,000 and 0 shares at December 31, 2020 and 2019, respectively (at approximately $10.00 per share)
|
| | | | 816,810,000 | | | | | | — | | |
Shareholders’ Equity (Deficit): | | | | | | | | | | | | | |
Preferred shares, $0.00005 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | | | | | — | | |
Class A ordinary shares, $0.00005 par value, 300,000,000 shares authorized,
none issued and outstanding (excluding 81,681,000 and 0 shares subject to possible redemption) at December 31, 2020 and 2019, respectively |
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.00005 par value, 60,000,000 shares authorized, 20,420,250 shares issued and outstanding at December 31, 2020 and
2019 |
| | | | 1,021 | | | | | | 1,021 | | |
Additional paid-in capital
|
| | | | — | | | | | | 30,881 | | |
Accumulated deficit
|
| | | | (103,929,702) | | | | | | (30,048) | | |
Total shareholders’ equity (deficit)
|
| | | | (103,928,681) | | | | | | 1,854 | | |
Total Liabilities, Temporary Equity and Shareholders’ Equity (Deficit)
|
| | | $ | 818,368,660 | | | | | $ | 1,854 | | |
| | |
For the Year Ended
December 31, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
(restated)
|
| | | | | | | |||
REVENUE | | | | $ | — | | | | | $ | — | | |
EXPENSES | | | | | | | | | | | | | |
Administrative fee – related party
|
| | | | 46,669 | | | | | | — | | |
General and administrative expenses
|
| | | | 536,614 | | | | | | 1,853 | | |
TOTAL EXPENSES
|
| | | | 583,283 | | | | | | 1,853 | | |
OTHER INCOME (EXPENSE) | | | | | | | | | | | | | |
Interest expense
|
| | | | (414) | | | | | | — | | |
Investment income from Trust Account
|
| | | | 175,533 | | | | | | — | | |
Transaction costs allocable to warrant liability
|
| | | | (2,344,508) | | | | | | — | | |
Change in fair value of derivative warrants
|
| | | | (16,889,088) | | | | | | — | | |
TOTAL OTHER EXPENSE
|
| | | | (19,058,477) | | | | | | — | | |
Net loss
|
| | | $ | (19,641,760) | | | | | $ | (1,853) | | |
Weighted average shares outstanding of Class A ordinary shares
|
| | | | 18,828,526 | | | | | | — | | |
Basic and diluted net loss per share, Class A
|
| | | $ | (0.52) | | | | | $ | — | | |
Weighted average shares outstanding of Class B ordinary share
|
| | | | 18,983,377 | | | | | | 18,750,000 | | |
Basic and diluted net loss per share, Class B
|
| | | $ | (0.52) | | | | | $ | (0.00) | | |
| | |
Class B Ordinary Shares
|
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholders’ Equity (Deficit) |
| ||||||||||||||||||
|
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||
Balances as of January 1, 2019
|
| | | | 21,562,500 | | | | | $ | 1,078 | | | | | $ | 27,117 | | | | | $ | (28,195) | | | | | $ | — | | |
Capital contributions
|
| | | | — | | | | | | — | | | | | | 3,707 | | | | | | — | | | | | | 3,707 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,853) | | | | | | (1,853) | | |
Balance as of December 31, 2019
|
| | | | 21,562,500 | | | | | $ | 1,078 | | | | | $ | 30,824 | | | | | $ | (30,048) | | | | | $ | 1,854 | | |
Excess of proceeds received over fair value of
private warrant liabilities |
| | | | — | | | | | | — | | | | | | 328,959 | | | | | | — | | | | | | 328,959 | | |
Forfeiture of Class B ordinary shares by Sponsor
|
| | | | (1,142,250) | | | | | | (57) | | | | | | 57 | | | | | | — | | | | | | — | | |
Accretion of Class A ordinary shares subject
to possible redemption amount |
| | | | — | | | | | | — | | | | | | (359,840) | | | | | | (84,257,894) | | | | | | (84,617,734) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (19,641,760) | | | | | | (19,641,760) | | |
Balance as of December 31, 2020
(restated) |
| | | | 20,420,250 | | | | | $ | 1,021 | | | | | $ | — | | | | | $ | (103,929,702) | | | | | $ | (103,928,681) | | |
| | |
For the Year Ended
December 31, |
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
| | |
(restated)
|
| | | | | | | |||
Cash Flows From Operating Activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (19,641,760) | | | | | $ | (1,853) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Investment income earned on investment held in Trust Account
|
| | | | (175,533) | | | | | | — | | |
Formation and organization costs paid by related parties
|
| | | | 27,607 | | | | | | 3,707 | | |
Costs associated with warrant liabilities
|
| | | | 2,344,508 | | | | | | — | | |
Gain on change in fair value of derivative liabilities
|
| | | | 16,889,088 | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses
|
| | | | (1,123,401) | | | | | | (1,854) | | |
Accounts payable and accrued expenses
|
| | | | (761,757) | | | | | | — | | |
Net Cash Used In Operating Activities
|
| | | | (2,441,248) | | | | | | — | | |
Cash Flows From Investing Activities: | | | | | | | | | | | | | |
Cash deposited into Trust Account
|
| | | | (816,810,000) | | | | | | — | | |
Net Cash Used In Investing Activities
|
| | | | (816,810,000) | | | | | | — | | |
Cash Flows From Financing Activities: | | | | | | | | | | | | | |
Proceeds from sale of Units in Public Offering
|
| | | | 816,810,000 | | | | | | — | | |
Proceeds from sale of Private Placement Warrants
|
| | | | 18,336,200 | | | | | | — | | |
Payment of underwriter commissions
|
| | | | (16,336,200) | | | | | | — | | |
Payment of offering costs
|
| | | | (800,880) | | | | | | — | | |
Proceeds from Sponsor note
|
| | | | 1,500,000 | | | | | | | | |
Net Cash Provided By Financing Activities
|
| | | | 819,509,120 | | | | | | — | | |
Net change in cash
|
| | | | 257,872 | | | | | | — | | |
Cash at beginning of year
|
| | | | — | | | | | | — | | |
Cash at end of year
|
| | |
$
|
257,872
|
| | | | $ | — | | |
Supplemental disclosure of non-cash financing activities: | | | | | | | | | | | | | |
Deferred underwriters’ commissions charged to additional paid-in capital in
connection with the Public Offering |
| | | $ | 28,588,350 | | | | | $ | — | | |
Operating costs paid by related party which were charged to additional paid-in capital
|
| | | $ | 345,910 | | | | | $ | 3,707 | | |
Initial classification of fair value of Public warrants
|
| | | $ | 39,745,978 | | | | | $ | — | | |
Accrued offering costs which were charged to additional paid-in capital
|
| | | $ | 1,144,924 | | | | | $ | — | | |
| | |
As Reported
As Previously Restated in the First Amended Filing |
| |
Adjustments
|
| |
As
Restated |
| |||||||||
Balance sheet as of October 6, 2020 | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 751,199,121 | | | | | $ | — | | | | | $ | 751,199,121 | | |
Total liabilities
|
| | | $ | 80,940,965 | | | | | $ | — | | | | | $ | 80,940,965 | | |
Class A ordinary shares subject to redemption
|
| | | | 665,258,150 | | | | | $ | 151,551,850 | | | | | $ | 816,810,000 | | |
Shareholders’ equity (deficit) | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares
|
| | | | 424 | | | | | $ | (424) | | | | | $ | — | | |
Class B ordinary shares
|
| | | | 1,078 | | | | | $ | — | | | | | $ | 1,078 | | |
Additional paid-in capital
|
| | | | 7,192,687 | | | | | $ | (7,192,687) | | | | | $ | — | | |
Accumulated deficit
|
| | | | (2,194,183) | | | | | $ | (144,358,739) | | | | | $ | (146,552,922) | | |
Total shareholders’ equity (deficit)
|
| | |
$
|
5,000,006
|
| | | |
$
|
(151,551,850)
|
| | | |
$
|
(146,551,844)
|
| |
Total liabilities, temporary equity and shareholders’ equity (deficit)
|
| | | $ | 751,199,121 | | | | | $ | — | | | | | $ | 751,199,121 | | |
| | |
As Reported
As Previously Restated in the First Amended Filing |
| |
Adjustments
|
| |
As
Restated |
| |||||||||
Balance sheet December 31, 2020 | | | | | | | | | | | | | | | | | | | |
Total assets
|
| | | $ | 818,368,660 | | | | | $ | — | | | | | $ | 818,368,660 | | |
Total liabilities
|
| | | $ | 105,487,341 | | | | | $ | — | | | | | $ | 105,487,341 | | |
Class A ordinary shares subject to redemption
|
| | | | 707,881,310 | | | | | $ | 108,928,690 | | | | | $ | 816,810,000 | | |
Shareholders’ equity (deficit) | | | | | | | | | | | | | | | | | | | |
Class A ordinary shares
|
| | | | 545 | | | | | | (545) | | | | | | — | | |
Class B ordinary shares
|
| | | | 1,021 | | | | | | — | | | | | | 1,021 | | |
Additional paid-in capital
|
| | | | 24,670,251 | | | | | | (24,670,251) | | | | | | — | | |
Accumulated deficit
|
| | | | (19,671,808) | | | | | | (84,257,894) | | | | | | (103,929,702) | | |
Total shareholders’ equity (deficit)
|
| | |
$
|
5,000,009
|
| | | |
$
|
(108,928,690)
|
| | | |
$
|
(103,928,681)
|
| |
Total liabilities, temporary equity and shareholders’ equity (deficit)
|
| | | $ | 818,368,660 | | | | | $ | — | | | | | $ | 818,368,660 | | |
Statement of Operations as of December 31, 2020
|
| |
As Reported
As Previously Restated in the First Amended Filing |
| |
Adjustments
|
| |
As
Restated |
| |||||||||
Net loss
|
| | | | (19,641,760) | | | | | | — | | | | | | (19,641,760) | | |
Basic and diluted weighted average shares outstanding, Class A ordinary shares
|
| | | | 78,961,988 | | | | | | (60,133,462) | | | | | | 18,828,526 | | |
Basic and diluted net income (loss) per share of Class A ordinary shares
|
| | | $ | 0.00 | | | | | $ | (0.52) | | | | | $ | (0.52) | | |
Weighted average number of shares of shares outstanding, Class A ordinary shares
|
| | | | 18,983,377 | | | | | | — | | | | | | 18,983,377 | | |
Basic and diluted net loss per share of Class B ordinary shares
|
| | | $ | (1.04) | | | | | $ | 0.52 | | | | | $ | (0.52) | | |
|
Gross proceeds
|
| | | $ | 816,810,000 | | |
| Less: | | | | | | | |
|
Proceeds allocated to Public Warrants
|
| | | $ | (39,745,978) | | |
|
Class A ordinary shares issuance costs
|
| | | $ | (44,871,756) | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | $ | 84,617,734 | | |
|
Class A ordinary shares subject to possible redemption
|
| | | $ | 816,810,000 | | |
| | |
Year Ended
December 31, 2020 |
| |
Year Ended
December 31, 2019 |
| ||||||||||||||||||
|
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||||
Basic and diluted net loss per ordinary share | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net loss, as adjusted
|
| | | $ | (9,780,661) | | | | | $ | (9,861,099) | | | | | $ | — | | | | | $ | (1,853) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 18,828,526 | | | | | | 18,983,377 | | | | |
|
—
|
| | | | | 18,750,000 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.52) | | | | | $ | (0.52) | | | | | $ | — | | | | | $ | (0.00) | | |
| | |
Level
|
| |
December 31, 2020
|
| |
December 31, 2019
|
| |||||||||
Description | | | | | | | | | | | | | | | | | | | |
Assets: | | | | | | | | | | $ | — | | | | | $ | — | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | | 816,985,533 | | | | | | — | | |
Liabilities: Warrant Liability – Private Placement Warrants
|
| | | | 3 | | | | | | 23,455,550 | | | | | | — | | |
Warrant Liability – Public Warrants
|
| | | | 1 | | | | | | 51,186,760 | | | | | | — | | |
| | |
Fair Value
Measurement Using Level 3 Inputs Total |
| |||
Balance, December 31, 2019
|
| | | $ | — | | |
Derivative liabilities recorded on issuance of derivative warrants
|
| | | | 57,753,222 | | |
Transfer to Level 1
|
| | | | (39,745,978) | | |
Change in fair value of derivative liabilities
|
| | | | 5,448,306 | | |
Balance, December 31, 2020
|
| | | $ | 23,455,550 | | |
| | |
October 6, 2020
|
| |
December 31, 2020
|
|
Risk-free interest rate
|
| |
0.43%
|
| |
0.49%
|
|
Expected life of grants
|
| |
6 years
|
| |
5.9 years
|
|
Expected volatility of underlying shares
|
| |
10 – 30%
|
| |
10 – 30%
|
|
Dividends
|
| |
0%
|
| |
0%
|
|
(in $ millions except share and per share data)
|
| |
As of
|
| |||||||||
|
September 30,
2021 |
| |
December 31,
2020 |
| ||||||||
| | |
(Unaudited)
|
| | | | | | | |||
Assets | | | | | | | | | | | | | |
Current assets:
|
| | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 436 | | | | | $ | 584 | | |
Accounts receivables (net of allowances for doubtful accounts of $6 and $14 as of September 30, 2021 and December 31, 2020, respectively)
|
| | | | 208 | | | | | | 144 | | |
Due from affiliates
|
| | | | 11 | | | | | | 15 | | |
Prepaid expenses and other current assets
|
| | | | 92 | | | | | | 126 | | |
Total current assets
|
| | | | 747 | | | | | | 869 | | |
Property and equipment, net
|
| | | | 168 | | | | | | 194 | | |
Equity method investments
|
| | | | 21 | | | | | | 23 | | |
Goodwill
|
| | | | 1,051 | | | | | | 1,028 | | |
Other intangible assets, net
|
| | | | 327 | | | | | | 348 | | |
Operating lease right-of-use assets
|
| | | | 55 | | | | | | 55 | | |
Deferred tax assets
|
| | | | 341 | | | | | | 217 | | |
Other non-current assets
|
| | | | 17 | | | | | | 24 | | |
Total assets
|
| | | $ | 2,727 | | | | | $ | 2,758 | | |
Liabilities, preferred shares, and shareholders’ equity | | | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | |
Accounts payable
|
| | | $ | 133 | | | | | $ | 96 | | |
Due to affiliates
|
| | | | 12 | | | | | | 7 | | |
Accrued expenses and other current liabilities
|
| | | | 385 | | | | | | 440 | | |
Current portion of operating lease liabilities
|
| | | | 17 | | | | | | 20 | | |
Current portion of long-term debt
|
| | | | 8 | | | | | | 7 | | |
Total current liabilities
|
| | | | 555 | | | | | | 570 | | |
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs
|
| | | | 759 | | | | | | 617 | | |
Deferred tax liabilities
|
| | | | 107 | | | | | | 100 | | |
Pension liabilities
|
| | | | 383 | | | | | | 413 | | |
Long-term operating lease liabilities
|
| | | | 62 | | | | | | 58 | | |
Other non-current liabilities
|
| | | | 14 | | | | | | 16 | | |
Total liabilities
|
| | | | 1,880 | | | | | | 1,774 | | |
Commitments and Contingencies (see note 14)
|
| | | | | | | | | | | | |
Preferred shares (par value $€0.00001; 3,000,000 shares authorized; 1,500,000 shares and Nil shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively; redemption amount of $155 and Nil as of September 30, 2021 and December 31, 2020, respectively)
|
| | | | 155 | | | | |
|
—
|
| |
Shareholders’ equity:
|
| | | | | | | | | | | | |
Ordinary shares (par value €0.00001; 40,000,000 shares authorized; 36,000,000 shares issued and outstanding as of both September 30, 2021 and December 31, 2020)
|
| | |
|
—
|
| | | |
|
—
|
| |
Profit Shares (par value €0.00001, 800,000 shares authorized, issued and outstanding as of both September 30, 2021 and December 31, 2020)
|
| | |
|
—
|
| | | |
|
—
|
| |
Management Incentive Plan Shares (par value €0.00001, 3,264,000 shares
authorized; Nil shares issued and outstanding as of both September 30, 2021 and December 31, 2020) |
| | |
|
—
|
| | | |
|
—
|
| |
Additional paid-in capital
|
| | | | 1,748 | | | | | | 1,752 | | |
Accumulated deficit
|
| | | | (866) | | | | | | (592) | | |
Accumulated other comprehensive loss
|
| | | | (192) | | | | | | (179) | | |
Total equity of the Company’s shareholders
|
| | | | 690 | | | | | | 981 | | |
Equity attributable to noncontrolling interest in subsidiaries
|
| | | | 2 | | | | | | 3 | | |
Total shareholders’ equity
|
| | | | 692 | | | | | | 984 | | |
Total liabilities, preferred shares, and shareholders’ equity
|
| | | $ | 2,727 | | | | | $ | 2,758 | | |
(in $ millions, except share and per share data)
|
| |
Nine months ended
September 30, |
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Revenue
|
| | | $ | 476 | | | | | $ | 662 | | |
Costs and expenses: | | | | | | | | | | | | | |
Cost of revenue (excluding depreciation and amortization shown separately below)
|
| | | | 304 | | | | | | 421 | | |
Sales and marketing
|
| | | | 139 | | | | | | 151 | | |
Technology and content
|
| | | | 179 | | | | | | 213 | | |
General and administrative
|
| | | | 122 | | | | | | 123 | | |
Restructuring charges
|
| | | | (5) | | | | | | 90 | | |
Depreciation and amortization
|
| | | | 104 | | | | | | 109 | | |
Total operating expenses
|
| | | | 843 | | | | | | 1,107 | | |
Operating loss
|
| | | | (367) | | | | | | (445) | | |
Interest income
|
| | |
|
—
|
| | | | | 1 | | |
Interest expense
|
| | | | (37) | | | | | | (17) | | |
Other income, net
|
| | | | 5 | | | | | | 7 | | |
Loss before income taxes and share of losses from equity method investments
|
| | | | (399) | | | | | | (454) | | |
Benefit from income taxes
|
| | | | 126 | | | | | | 100 | | |
Share of losses from equity method investments
|
| | | | (2) | | | | | | (4) | | |
Net loss
|
| | | | (275) | | | | | | (358) | | |
Net loss attributable to non-controlling interests in subsidiaries
|
| | | | 1 | | | | | | 1 | | |
Net loss attributable to the Company
|
| | | | (274) | | | | | | (357) | | |
Preferred shares dividend
|
| | | | (5) | | | | |
|
—
|
| |
Net loss attributable to the shareholders of the Company’s ordinary shares
|
| | | $ | (279) | | | | | $ | (357) | | |
Loss per share attributable to the shareholders of the Company’s ordinary shares – Basic and Diluted:
|
| | | | | | | | | | | | |
Loss per share
|
| | | $ | (7.74) | | | | | $ | (9.93) | | |
Weighted average number of shares outstanding
|
| | | | 36,000,000 | | | | | | 36,000,000 | | |
(in $ millions)
|
| |
Nine months ended
September 30, |
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Net loss
|
| | | $ | (275) | | | | | $ | (358) | | |
Other comprehensive loss, net of tax: | | | | | | | | | | | | | |
Change in currency translation adjustments, net of tax
|
| | | | (13) | | | | | | (6) | | |
Other comprehensive loss, net of tax
|
| | | | (288) | | | | | | (364) | | |
Comprehensive loss | | | | | | | | | | | | | |
Comprehensive loss attributable to non-controlling interests in subsidiaries
|
| | | | 1 | | | | | | 1 | | |
Preferred Shares dividend
|
| | | | (5) | | | | |
|
—
|
| |
Comprehensive loss attributable to the Company
|
| | | $ | (292) | | | | | $ | (363) | | |
(in $ millions)
|
| |
Nine months ended
September 30, |
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (275) | | | | | $ | (358) | | |
Adjustments to net loss to net cash (used in) provided by operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 104 | | | | | | 109 | | |
Deferred tax benefit
|
| | | | (126) | | | | | | (89) | | |
Equity-based compensation
|
| | | | 1 | | | | | | 3 | | |
(Release of) allowance for doubtful accounts
|
| | | | (4) | | | | | | 1 | | |
Share of losses from equity-method investments, net of dividends received
|
| | | | 2 | | | | | | 6 | | |
Amortization of debt discount and debt issuance costs
|
| | | | 4 | | | | | | 1 | | |
Impairment of operating lease ROU assets
|
| | |
|
—
|
| | | | | 4 | | |
Other non-cash impact to operating assets and liabilities
|
| | | | (4) | | | | | | (6) | | |
Pension contributions
|
| | | | (18) | | | | | | (16) | | |
Changes in working capital, net of effects from acquisitions
|
| | | | | | | | | | | | |
Accounts receivables
|
| | | | (62) | | | | | | 463 | | |
Prepaid expenses and other current assets
|
| | | | 52 | | | | | | 81 | | |
Due from affiliates
|
| | | | 4 | | | | | | 4 | | |
Due to affiliates
|
| | | | 5 | | | | | | (16) | | |
Accounts payable, accrued expenses and other current liabilities
|
| | | | (26) | | | | | | (292) | | |
Net cash (used in) from operating activities
|
| | | | (343) | | | | | | (105) | | |
Investing activities: | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (28) | | | | | | (36) | | |
Business acquisition, net of cash acquired
|
| | | | (53) | | | | |
|
—
|
| |
Net cash used in investing activities
|
| | | | (81) | | | | | | (36) | | |
Financing activities: | | | | | | | | | | | | | |
Proceeds from issuance of preferred shares
|
| | | | 150 | | | | |
|
—
|
| |
Proceeds from senior secured incremental term loans, net of debt discount
|
| | | | 150 | | | | | | 388 | | |
Repayment of senior secured term loans
|
| | | | (6) | | | | | | (2) | | |
Repayment of finance lease obligations
|
| | | | (2) | | | | |
|
—
|
| |
Payment of lender fees and issuance costs for senior secured incremental term loans facilities
|
| | | | (7) | | | | |
|
—
|
| |
Payment of offering costs
|
| | | | (4) | | | | |
|
—
|
| |
Capital distributions to shareholders
|
| | | | (1) | | | | |
|
—
|
| |
Net cash from financing activities
|
| | | | 280 | | | | | | 386 | | |
Effect of exchange rates changes on cash, cash equivalents and restricted cash
|
| | | | (4) | | | | | | 1 | | |
Net decrease in cash, cash equivalents and restricted cash
|
| | | | (148) | | | | | | 246 | | |
Cash, cash equivalents and restricted cash, beginning of period
|
| | | | 593 | | | | | | 499 | | |
Cash, cash equivalents and restricted cash, end of period
|
| | | $ | 445 | | | | | $ | 745 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Cash (received) paid for income taxes (net of refunds)
|
| | | $ | — | | | | | $ | (10) | | |
Cash paid for interest (net of interest received)
|
| | | $ | 35 | | | | | $ | 13 | | |
Dividend accrued on preferred shares
|
| | | $ | 5 | | | | |
|
—
|
| |
Non-cash additions for operating lease right-of-use assets
|
| | | $ | 14 | | | | | | 10 | | |
Deferred offering costs accrued
|
| | | $ | 8 | | | | |
|
—
|
| |
(in $ millions, except share data)
|
| |
Ordinary shares
|
| |
Profit shares
|
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Accumulated
other comprehensive loss |
| |
Total equity
of the Company’s shareholders |
| |
Equity
attributable to non-controlling interest in subsidiaries |
| |
Total
shareholders’ equity |
| ||||||||||||||||||||||||||||||||||||
|
Number
|
| |
Amount
|
| |
Number
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020
|
| | | | 36,000,000 | | | | | $ | — | | | | | | 800,000 | | | | | $ | — | | | | | $ | 1,752 | | | | | $ | (592) | | | | | $ | (179) | | | | | $ | 981 | | | | | $ | 3 | | | | | $ | 984 | | |
Dividend on preferred Shares
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (5) | | | | |
|
—
|
| | | |
|
—
|
| | | | | (5) | | | | |
|
—
|
| | | | | (5) | | |
Equity-based compensation
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | 1 | | | | |
|
—
|
| | | |
|
—
|
| | | | | 1 | | | | |
|
—
|
| | | | | 1 | | |
Other comprehensive loss, net of tax
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (13) | | | | | | (13) | | | | |
|
—
|
| | | | | (13) | | |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (274) | | | | |
|
—
|
| | | | | (274) | | | | | | (1) | | | | | | (275) | | |
Balance as of September 30, 2021
|
| | | | 36,000,000 | | | | | $ | — | | | | | | 800,000 | | | | | $ | — | | | | | $ | (1,748) | | | | | $ | (866) | | | | | $ | (192) | | | | | $ | 690 | | | | | $ | 2 | | | | | $ | 692 | | |
(in $ millions, except share data)
|
| |
Ordinary shares
|
| |
Profit shares
|
| |
Additional
paid-in capital |
| |
Accumulated
(deficit) / earnings |
| |
Accumulated
other comprehensive loss |
| |
Total equity
of the Company’s shareholders |
| |
Equity
attributable to non-controlling interest in subsidiaries |
| |
Total
shareholders’ equity |
| ||||||||||||||||||||||||||||||||||||
|
Number
|
| |
Amount
|
| |
Number
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2019
|
| | | | 36,000,000 | | | | | $ | — | | | | | | 800,000 | | | | | $ | — | | | | | $ | 1,750 | | | | | $ | 26 | | | | | $ | (98) | | | | | $ | 1,678 | | | | | $ | 4 | | | | | $ | 1,682 | | |
Equity-based compensation
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | 3 | | | | |
|
—
|
| | | |
|
—
|
| | | | | 3 | | | | |
|
—
|
| | | | | 3 | | |
Other comprehensive loss, net of tax
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (6) | | | | | | (6) | | | | |
|
—
|
| | | | | (6) | | |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (357) | | | | |
|
—
|
| | | | | (357) | | | | | | (1) | | | | | | (358) | | |
Balance as of September 30, 2020
|
| | | | 36,000,000 | | | | | $ | — | | | | | | 800,000 | | | | | $ | — | | | | | $ | 1,753 | | | | | $ | (331) | | | | | $ | (104) | | | | | $ | 1,318 | | | | | $ | 3 | | | | | $ | 1,321 | | |
(in $ millions)
|
| |
Nine months ended
September 30, |
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Travel revenue
|
| | | $ | 261 | | | | | $ | 414 | | |
Products and professional services revenue
|
| | | | 215 | | | | | | 248 | | |
Total revenue
|
| | | $ | 476 | | | | | $ | 662 | | |
(in $ millions)
|
| |
Accounts
receivables, net(1) |
| |
Contract assets
Client incentives, net (non-current) |
| |
Contract liabilities
Deferred revenue (current) |
| |||||||||
Balance as of September 30, 2021
|
| | | $ | 194 | | | | | $ | 5 | | | | | $ | 18 | | |
Balance as of December 31, 2020
|
| | | $ | 119 | | | | | $ | 9 | | | | | $ | 18 | | |
(in $ millions)
|
| |
Nine months ended
September 30, |
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Foreign exchange (losses) gains, net
|
| | | $ | (1) | | | | | $ | 3 | | |
Non-service components of net periodic pension benefit
|
| | | | 6 | | | | | | 4 | | |
Other income, net
|
| | | $ | 5 | | | | | $ | 7 | | |
(in $ millions)
|
| |
As of
|
| |||||||||
|
September 30,
2021 |
| |
December 31,
2020 |
| ||||||||
Income tax receivable
|
| | | $ | 25 | | | | | $ | 25 | | |
Prepaid travel expenses
|
| | | | 34 | | | | | | 44 | | |
Value added and similar taxes receivables
|
| | | | 13 | | | | | | 46 | | |
Other prepayments and receivables
|
| | | | 20 | | | | | | 11 | | |
Prepaid expenses and other current assets
|
| | | $ | 92 | | | | | $ | 126 | | |
(in $ millions)
|
| |
As of
|
| |||||||||
|
September 30,
2021 |
| |
December 31,
2020 |
| ||||||||
Capitalized software for internal use
|
| | | $ | 251 | | | | | $ | 240 | | |
Computer equipment
|
| | | | 72 | | | | | | 63 | | |
Leasehold improvements
|
| | | | 52 | | | | | | 48 | | |
Furniture, fixtures and other equipment
|
| | | | 13 | | | | | | 13 | | |
Capital projects in progress
|
| | | | 8 | | | | | | 6 | | |
| | | | | 396 | | | | | | 370 | | |
Less: accumulated depreciation and amortization
|
| | | | (228) | | | | | | (176) | | |
Property and equipment, net
|
| | | $ | 168 | | | | | $ | 194 | | |
(in $ millions)
|
| |
Amount
|
| |||
Balance as of December 31, 2020
|
| | | $ | 1,028 | | |
Additions – acquisition of Ovation Group (see note 8)
|
| | | | 36 | | |
Currency translation adjustments
|
| | | | (13) | | |
Balance as of September 30, 2021
|
| | | $ | 1,051 | | |
(in $ millions)
|
| |
September 30, 2021
|
| |
December 31, 2020
|
| ||||||||||||||||||||||||||||||
|
Cost
|
| |
Accumulated
depreciation |
| |
Net
|
| |
Cost
|
| |
Accumulated
depreciation |
| |
Net
|
| ||||||||||||||||||||
Trademarks/tradenames
|
| | | $ | 65 | | | | | $ | (61) | | | | | $ | 4 | | | | | $ | 61 | | | | | $ | (60) | | | | | $ | 1 | | |
Corporate client relationships
|
| | | | 425 | | | | | | (175) | | | | | | 250 | | | | | | 400 | | | | | | (145) | | | | | | 255 | | |
Supplier relationship
|
| | | | 254 | | | | | | (182) | | | | | | 72 | | | | | | 254 | | | | | | (163) | | | | | | 91 | | |
Travel partner network
|
| | | | 4 | | | | | | (3) | | | | | | 1 | | | | | | 4 | | | | | | (3) | | | | | | 1 | | |
Other intangible assets, net
|
| | | $ | 748 | | | | | $ | (421) | | | | | $ | 327 | | | | | $ | 719 | | | | | $ | (371) | | | | | $ | 348 | | |
(in $ millions)
|
| |
As of
|
| |||||||||
|
September 30,
2021 |
| |
December 31,
2020 |
| ||||||||
Accrued payroll and related costs
|
| | | $ | 137 | | | | | $ | 126 | | |
Accrued operating expenses
|
| | | | 115 | | | | | | 120 | | |
Accrued restructuring costs (see note 11)
|
| | | | 47 | | | | | | 97 | | |
Value added and similar taxes payable
|
| | | | 13 | | | | | | 43 | | |
Client deposits
|
| | | | 45 | | | | | | 33 | | |
Deferred revenue
|
| | | | 18 | | | | | | 18 | | |
Other payables
|
| | | | 10 | | | | | | 3 | | |
Accrued expenses and other current liabilities
|
| | | $ | 385 | | | | | $ | 440 | | |
(in $ millions)
|
| |
Employee
related |
| |
Facility
|
| |
Total
|
| |||||||||
Balance as of December 31, 2020
|
| | | $ | 94 | | | | | $ | 3 | | | | | $ | 97 | | |
Release of accruals, net
|
| | | | (5) | | | | |
|
—
|
| | | | | (5) | | |
Reclassification
|
| | | | (4) | | | | | | 4 | | | | |
|
—
|
| |
Cash settled
|
| | | | (43) | | | | | | (2) | | | | | | (45) | | |
Balance as of September 30, 2021
|
| | | | 42 | | | | | | 5 | | | | | | 47 | | |
(in $ millions)
|
| |
As of
|
| |||||||||
|
September 30
2021 |
| |
December 31,
2020 |
| ||||||||
Senior Secured Credit Agreement(1) | | | | | | | | | | | | | |
Principal amount of initial term loans (Maturity – August 2025)(2)
|
| | | $ | 243 | | | | | $ | 244 | | |
Principal amount of tranche B-1 term loans (Maturity – August 2025)(3)
|
| | | | 396 | | | | | | 399 | | |
Principal amount of tranche B-2 term loans (Maturity – August 2025)(4)
|
| | | | 149 | | | | |
|
—
|
| |
Principal amount of revolving credit facility (Maturity – August 2023)(5)
|
| | |
|
—
|
| | | |
|
—
|
| |
| | | | | 788 | | | | | | 643 | | |
Less: Unamortized debt discount and debt issuance costs
|
| | | | (21) | | | | | | (19) | | |
Total debt, net of unamortized debt discount and debt issuance costs
|
| | | | 767 | | | | | | 624 | | |
Less: Current portion of long-term debt
|
| | | | 8 | | | | | | 7 | | |
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs
|
| | | $ | 759 | | | | | $ | 617 | | |
(in $ millions)
|
| |
Nine months ended
September 30, |
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
Service cost
|
| | | $ | 4 | | | | | $ | 4 | | |
Interest cost
|
| | | | 10 | | | | | | 11 | | |
Expected return on plan assets
|
| | | | (19) | | | | | | (16) | | |
Amortization of actuarial loss
|
| | | | 3 | | | | | | 1 | | |
Net periodic benefit (credit) cost
|
| | | $ | (2) | | | | | $ | — | | |
| | |
Number of
options |
| |
Weighted
average exercise price per share |
| |
Weighted average
remaining contractual term |
| |
Aggregate
intrinsic value (in $ millions) |
| |||||||||
Balance as of December 31, 2020
|
| | | | 2,994,600 | | | | | $ | 58.30 | | | | | | | | | | | |
Forfeited
|
| | | | (52,267) | | | | | $ | 68.26 | | | | | | | | | | | |
Exercised(1) | | | | | (41,400) | | | | | $ | 55.49 | | | | | | | | | | | |
Balance as of September 30, 2021
|
| | | | 2,900,933 | | | | |
$
|
58.16
|
| | | | | | | | | | |
Exercisable as of September 30, 2021
|
| | | | 2,556,853 | | | | | $ | 55.27 | | | |
5.0 years
|
| | | | 100 | | |
Expected to vest as of September 30, 2021
|
| | | | 344,080 | | | | | | | | | |
7.5 years
|
| | | | 5 | | |
(in $ millions)
|
| |
Currency
translation adjustments |
| |
Defined
benefit plan related |
| |
Unrealized gain
on hedge of investments in foreign subsidiary |
| |
Total
accumulated other comprehensive loss |
| ||||||||||||
Balance as of December 31, 2020
|
| | | $ | (23) | | | | | $ | (160) | | | | | $ | 4 | | | | | $ | (179) | | |
Net changes during the year, net of tax benefit, $0
|
| | | | (13) | | | | | | — | | | | | | — | | | | | | (13) | | |
Balance as of September 30, 2021
|
| | | $ | (36) | | | | | $ | (160) | | | | | $ | 4 | | | | | $ | (192) | | |
(in $ millions)
|
| |
Fair
Value Hierarchy |
| |
As of September 30, 2021
|
| |
As of December 31, 2020
|
| |||||||||||||||||||||
|
Carrying
amount(1) |
| |
Fair
value |
| |
Carrying
amount(1) |
| |
Fair
value |
| ||||||||||||||||||||
Senior secured initial term loans
|
| | | | Level 2 | | | | | $ | 236 | | | | | $ | 217 | | | | | $ | 237 | | | | | $ | 231 | | |
Senior secured tranche B-1 term loans
|
| | | | Level 3 | | | | | $ | 386 | | | | | $ | 410 | | | | | $ | 387 | | | | | $ | 399 | | |
Senior secured tranche B-2 term loans
|
| | | | Level 3 | | | | | $ | 145 | | | | | $ | 149 | | | | | $ | — | | | | | $ | — | | |
(in $ millions except share and per share data)
|
| |
As of December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Assets | | | | | | | | | | | | | |
Current assets:
|
| | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 584 | | | | | $ | 496 | | |
Accounts receivables (net of allowances for doubtful accounts of $14 and $11 as of December 31, 2020 and 2019, respectively)
|
| | | | 144 | | | | | | 665 | | |
Due from affiliates
|
| | | | 15 | | | | | | 16 | | |
Prepaid expenses and other current assets
|
| | | | 126 | | | | | | 107 | | |
Total current assets
|
| | | | 869 | | | | | | 1,284 | | |
Property and equipment, net
|
| | | | 194 | | | | | | 225 | | |
Equity method investments
|
| | | | 23 | | | | | | 30 | | |
Goodwill
|
| | | | 1,028 | | | | | | 1,023 | | |
Other intangible assets, net
|
| | | | 348 | | | | | | 408 | | |
Operating lease right-of-use assets
|
| | | | 55 | | | | |
|
—
|
| |
Deferred tax assets
|
| | | | 217 | | | | | | 103 | | |
Other non-current assets
|
| | | | 24 | | | | | | 21 | | |
Total assets
|
| | | $ | 2,758 | | | | | $ | 3,094 | | |
Liabilities and equity | | | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | |
Accounts payable
|
| | | $ | 96 | | | | | $ | 278 | | |
Due to affiliates
|
| | | | 7 | | | | | | 27 | | |
Accrued expenses and other current liabilities
|
| | | | 440 | | | | | | 400 | | |
Current portion of operating lease liabilities
|
| | | | 20 | | | | |
|
—
|
| |
Current portion of long-term debt
|
| | | | 7 | | | | | | 3 | | |
Total current liabilities
|
| | | | 570 | | | | | | 708 | | |
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs
|
| | | | 617 | | | | | | 234 | | |
Deferred tax liabilities
|
| | | | 100 | | | | | | 113 | | |
Pension liabilities
|
| | | | 413 | | | | | | 343 | | |
Long-term operating lease liabilities
|
| | | | 58 | | | | |
|
—
|
| |
Other non-current liabilities
|
| | | | 16 | | | | | | 14 | | |
Total liabilities
|
| | | | 1,774 | | | | | | 1,412 | | |
Commitments and Contingencies (see note 18)
|
| | | | | | | | | | | | |
Shareholders’ equity:
|
| | | | | | | | | | | | |
Ordinary shares (par value €0.00001; 40,000,000 shares authorized as of both December 31, 2020 and 2019; 36,000,000 shares issued and outstanding as of both December 31, 2020 and 2019)
|
| | |
|
—
|
| | | |
|
—
|
| |
Profit Shares (par value €0.00001, 800,000 shares authorized as of both December 31, 2020 and 2019; 800,000 shares issued and outstanding as of both December 31, 2020 and 2019)
|
| | |
|
—
|
| | | |
|
—
|
| |
Management Incentive Plan Shares (par value €0.00001, 3,264,000 shares authorized as of both December 31, 2020 and 2019; no shares issued and outstanding as of both December 31, 2020 and 2019)
|
| | |
|
—
|
| | | |
|
—
|
| |
Additional paid-in capital
|
| | | | 1,752 | | | | | | 1,750 | | |
Accumulated (deficit) / earnings
|
| | | | (592) | | | | | | 26 | | |
Accumulated other comprehensive loss
|
| | | | (179) | | | | | | (98) | | |
Total equity of the Company’s shareholders
|
| | | | 981 | | | | | | 1,678 | | |
Equity attributable to noncontrolling interest in subsidiaries
|
| | | | 3 | | | | | | 4 | | |
Total shareholders’ equity
|
| | | | 984 | | | | | | 1,682 | | |
Total liabilities and equity
|
| | | $ | 2,758 | | | | | $ | 3,094 | | |
(in $ millions, except share and per share data)
|
| |
Year ended December 31,
|
| |||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |||||||||||
Revenue
|
| | | $ | 793 | | | | | $ | 2,119 | | | | | $ | 1,899 | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | |
Cost of revenue (excluding depreciation and amortization shown separately below)
|
| | | | 529 | | | | | | 880 | | | | | | 813 | | |
Sales and marketing
|
| | | | 199 | | | | | | 286 | | | | | | 255 | | |
Technology and content
|
| | | | 277 | | | | | | 339 | | | | | | 316 | | |
General and administrative
|
| | | | 181 | | | | | | 255 | | | | | | 295 | | |
Restructuring charges
|
| | | | 206 | | | | | | 12 | | | | | | 21 | | |
Depreciation and amortization
|
| | | | 148 | | | | | | 141 | | | | | | 125 | | |
Total operating expenses
|
| | | | 1,540 | | | | | | 1,913 | | | | | | 1,825 | | |
Operating (loss) income
|
| | | | (747) | | | | | | 206 | | | | | | 74 | | |
Interest income
|
| | | | 1 | | | | | | 5 | | | | | | 4 | | |
Interest expense
|
| | | | (27) | | | | | | (15) | | | | | | (7) | | |
Other income (expense), net
|
| | | | 14 | | | | | | (3) | | | | | | (37) | | |
(Loss) income before income taxes and share of (losses) earnings from equity method investments
|
| | | | (759) | | | | | | 193 | | | | | | 34 | | |
Benefit from (provision for) income taxes
|
| | | | 145 | | | | | | (60) | | | | | | (18) | | |
Share of (losses) earnings from equity method investments
|
| | | | (5) | | | | | | 5 | | | | | | 6 | | |
Net (loss) income
|
| | | | (619) | | | | | | 138 | | | | | | 22 | | |
Net loss (income) attributable to non-controlling interests in
subsidiaries |
| | | | 1 | | | | | | (4) | | | | | | (3) | | |
Net (loss) income attributable to the Company
|
| | | $ | (618) | | | | | $ | 134 | | | | | $ | 19 | | |
(Loss) earnings per share attributable to the shareholders of the Company’s ordinary shares – Basic:
|
| | | | | | | | | | | | | | | | | | |
(Loss) earnings per share
|
| | | $ | (17.18) | | | | | $ | 3.72 | | | | | $ | 0.53 | | |
Weighted average number of shares outstanding
|
| | | | 36,000,000 | | | | | | 36,000,000 | | | | | | 36,000,000 | | |
(Loss) earnings per share attributable to the shareholders of the Company’s ordinary shares – Diluted:
|
| | | | | | | | | | | | | | | | | | |
(Loss) earnings per share
|
| | | $ | (17.18) | | | | | $ | 3.61 | | | | | $ | 0.51 | | |
Weighted average number of shares outstanding
|
| | | | 36,000,000 | | | | | | 37,102,120 | | | | | | 36,976,295 | | |
(in $ millions except share and per share data)
|
| |
Year ended December 31,
|
| |||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |||||||||||
Net (loss) income
|
| | | $ | (619) | | | | | $ | 138 | | | | | $ | 22 | | |
Other comprehensive loss, net of tax: | | | | | | | | | | | | | | | | | | | |
Change in currency translation adjustments, net of tax
|
| | | | (2) | | | | | | (4) | | | | | | (10) | | |
Change in defined benefit plans, net of tax
|
| | | | | | | | | | | | | | | | | | |
Actuarial loss, net and prior service cost arising during the year
|
| | | | (80) | | | | | | (55) | | | | | | (29) | | |
Amortization of actuarial loss and prior service cost in net periodic pension cost
|
| | | | 1 | | | | |
|
—
|
| | | |
|
—
|
| |
Other comprehensive loss, net of tax
|
| | | | (81) | | | | | | (59) | | | | | | (39) | | |
Comprehensive (loss) income
|
| | | | (700) | | | | | | 79 | | | | | | (17) | | |
Comprehensive loss (income) attributable to non-controlling interests in subsidiaries
|
| | | | 1 | | | | | | (4) | | | | | | (3) | | |
Comprehensive (loss) income attributable to the Company
|
| | | $ | (699) | | | | | $ | 75 | | | | | $ | (20) | | |
(in $ millions)
|
| |
Year ended December 31,
|
| |||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |||||||||||
Operating activities: | | | | | | | | | | | | | | | | | | | |
Net (loss) income
|
| | | $ | (619) | | | | | $ | 138 | | | | | $ | 22 | | |
Adjustments to net (loss) income to net cash (used in) provided by operating activities:
|
| | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 148 | | | | | | 141 | | | | | | 125 | | |
Deferred tax (benefit) expense
|
| | | | (110) | | | | | | 24 | | | | | | (35) | | |
Equity-based compensation
|
| | | | 3 | | | | | | 6 | | | | | | 4 | | |
Allowance for doubtful accounts
|
| | | | 4 | | | | |
|
—
|
| | | | | 3 | | |
Share of losses (earnings) in equity-method investments, net of dividends received
|
| | | | 8 | | | | | | 4 | | | | | | (2) | | |
Amortization of debt discount and debt issuance costs
|
| | | | 3 | | | | | | 2 | | | | | | 1 | | |
Gain on settlement of bridge loan
|
| | |
|
—
|
| | | |
|
—
|
| | | | | (4) | | |
Loss on derivative contract
|
| | |
|
—
|
| | | |
|
—
|
| | | | | 39 | | |
Impairment of operating lease ROU and other assets
|
| | | | 20 | | | | |
|
—
|
| | | |
|
—
|
| |
Other non-cash impact to operating assets and liabilities
|
| | | | (8) | | | | | | (1) | | | | | | (1) | | |
Pension contributions
|
| | | | (25) | | | | | | (36) | | | | | | (47) | | |
Changes in working capital, net of effects from acquisitions
|
| | | | | | | | | | | | | | | | | | |
Accounts receivables
|
| | | | 524 | | | | | | (39) | | | | | | (21) | | |
Prepaid expenses and other current assets
|
| | | | (20) | | | | | | (30) | | | | | | (2) | | |
Due from affiliates
|
| | | | 1 | | | | |
|
—
|
| | | | | 26 | | |
Due to affiliates
|
| | | | (20) | | | | | | (5) | | | | | | (30) | | |
Accounts payable, accrued expenses and other current liabilities
|
| | | | (159) | | | | | | 23 | | | | | | 59 | | |
Net cash (used in) from operating activities
|
| | | | (250) | | | | | | 227 | | | | | | 137 | | |
Investing activities: | | | | | | | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (47) | | | | | | (62) | | | | | | (66) | | |
Business acquisitions, net of cash acquired
|
| | |
|
—
|
| | | | | (25) | | | | | | (424) | | |
Cash settlement of derivative contract
|
| | |
|
—
|
| | | |
|
—
|
| | | | | (39) | | |
Net cash used in investing activities
|
| | | | (47) | | | | | | (87) | | | | | | (529) | | |
Financing activities: | | | | | | | | | | | | | | | | | | | |
Capital distributions to shareholders
|
| | |
|
—
|
| | | | | (58) | | | | | | (12) | | |
Return of amount in escrow account
|
| | |
|
—
|
| | | | | 1 | | | | | | 1 | | |
Dividends paid to non-controlling interest shareholders
|
| | |
|
—
|
| | | | | (5) | | | | | | (5) | | |
Proceeds from bridge loan
|
| | |
|
—
|
| | | |
|
—
|
| | | | | 147 | | |
Repayment of bridge loan
|
| | |
|
—
|
| | | |
|
—
|
| | | | | (143) | | |
Proceeds from senior secured term loans, net of debt discount
|
| | | | 388 | | | | |
|
—
|
| | | | | 250 | | |
Repayment of senior secured term loans
|
| | | | (4) | | | | | | (3) | | | | | | (1) | | |
Payment of debt issuance costs
|
| | |
|
—
|
| | | |
|
—
|
| | | | | (12) | | |
Net cash from (used in) financing activities
|
| | | | 384 | | | | | | (65) | | | | | | 225 | | |
Effect of exchange rates changes on cash, cash equivalents and restricted cash
|
| | | | 7 | | | | | | 1 | | | | | | (6) | | |
Net increase (decrease) in cash, cash equivalents and restricted cash
|
| | | | 94 | | | | | | 76 | | | | | | (173) | | |
Cash, cash equivalents and restricted cash, beginning of year
|
| | | | 499 | | | | | | 423 | | | | | | 596 | | |
Cash, cash equivalents and restricted cash, end of year
|
| | | $ | 593 | | | | | $ | 499 | | | | | $ | 423 | | |
Supplemental cash flow information: | | | | | | | | | | | | | | | | | | | |
Cash (received) paid for income taxes (net of refunds)
|
| | | $ | (13) | | | | | $ | 49 | | | | | $ | 25 | | |
Cash paid for interest (net of interest received)
|
| | | $ | 16 | | | | | $ | 14 | | | | | $ | 4 | | |
Non-cash additions for right-of-use assets and liabilities (see note 11)
|
| | | | | | | | | | | | | | | | | | |
(in $ millions, except share data)
|
| |
Ordinary shares
|
| |
Profit shares
|
| |
Additional
paid-in capital |
| |
Accumulated
(deficit) / earnings |
| |
Accumulated
other comprehensive loss |
| |
Total equity
of the Company’s shareholders |
| |
Equity
attributable to non- controlling interest in subsidiaries |
| |
Total
shareholders’ equity |
| ||||||||||||||||||||||||||||||||||||
|
Number
|
| |
Amount
|
| |
Number
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2017
|
| | | | 36,000,000 | | | | | $ | — | | | | | | 800,000 | | | | |
$
|
—
|
| | | | $ | 1,810 | | | | | $ | (130) | | | | | $ | — | | | | | $ | 1,680 | | | | | $ | 5 | | | | | $ | 1,685 | | |
Acquisition of non-controlling interest
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | 2 | | | | | | 2 | | |
Capital distributions to shareholders
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (12) | | | | |
|
—
|
| | | |
|
—
|
| | | | | (12) | | | | |
|
—
|
| | | | | (12) | | |
Dividends to non-controlling interest
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (5) | | | | | | (5) | | |
Equity-based compensation
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | 4 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
4
|
| | | |
|
—
|
| | | | | 4 | | |
Other comprehensive loss, net of tax
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (39) | | | | | | (39) | | | | |
|
—
|
| | | | | (39) | | |
Net income
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | 19 | | | | |
|
—
|
| | | | | 19 | | | | | | 3 | | | | | | 22 | | |
Balance as of December 31, 2018
|
| | | | 36,000,000 | | | | |
|
—
|
| | | | | 800,000 | | | | |
|
—
|
| | | | | 1,802 | | | | | | (111) | | | | | | (39) | | | | | | 1,652 | | | | | | 5 | | | | | | 1,657 | | |
Cumulative effect of accounting policy change – Revenue from Contracts with customers, net of tax.
|
| | |
|
—
|
| | | |
|
—
|
| | | | | | | | | |
|
—
|
| | | |
|
—
|
| | | | | 3 | | | | |
|
—
|
| | | | | 3 | | | | |
|
—
|
| | | | | 3 | | |
Capital distributions to shareholders
|
| | |
|
—
|
| | | |
|
—
|
| | | | | | | | | |
|
—
|
| | | | | (58) | | | | |
|
—
|
| | | |
|
—
|
| | | | | (58) | | | | |
|
—
|
| | | | | (58) | | |
Dividend paid to non-controlling interest shareholders
|
| | |
|
—
|
| | | |
|
—
|
| | | | | | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | — | | | | | | (5) | | | | | | (5) | | |
Equity-based compensation
|
| | |
|
—
|
| | | |
|
—
|
| | | | | | | | | |
|
—
|
| | | | | 6 | | | | |
|
—
|
| | | |
|
—
|
| | | | | 6 | | | | |
|
—
|
| | | | | 6 | | |
Other comprehensive loss, net of tax
|
| | |
|
—
|
| | | |
|
—
|
| | | | | | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (59) | | | | | | (59) | | | | |
|
—
|
| | | | | (59) | | |
Net income
|
| | |
|
—
|
| | | |
|
—
|
| | | | | | | | | |
|
—
|
| | | |
|
—
|
| | | | | 134 | | | | |
|
—
|
| | | | | 134 | | | | | | 4 | | | | | | 138 | | |
Balance as of December 31, 2019
|
| | | | 36,000,000 | | | | |
|
—
|
| | | | | 800,000 | | | | |
|
—
|
| | | | | 1,750 | | | | | | 26 | | | | | | (98) | | | | | | 1,678 | | | | | | 4 | | | | | | 1,682 | | |
Capital distributions to shareholders
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | | | | | | | (1) | | | | |
|
—
|
| | | |
|
—
|
| | | | | (1) | | | | |
|
—
|
| | | | | (1) | | |
Equity-based compensation
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | 3 | | | | |
|
—
|
| | | |
|
—
|
| | | | | 3 | | | | |
|
—
|
| | | | | 3 | | |
Other comprehensive loss, net of tax
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (81) | | | | | | (81) | | | | |
|
—
|
| | | | | (81) | | |
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (618) | | | | |
|
—
|
| | | | | (618) | | | | | | (1) | | | | | | (619) | | |
Balance as of December 31, 2020
|
| | | | 36,000,000 | | | | | $ | — | | | | | | 800,000 | | | | | $ | — | | | | | $ | 1,752 | | | | | $ | (592) | | | | | $ | (179) | | | | | $ | 981 | | | | | $ | 3 | | | | | $ | 984 | | |
|
Capitalized software for internal use
|
| |
2.5 – 7 years
|
|
|
Computer equipment
|
| |
3 – 5 years
|
|
|
Leasehold improvements
|
| |
Shorter of 5 – 10 years or lease term
|
|
|
Furniture, fixtures and other equipment
|
| |
Up to 7 years
|
|
|
Trademarks / tradenames
|
| |
1 – 5 years
|
|
|
Corporate client relationships
|
| |
10 – 15 years
|
|
|
Supplier relationships
|
| |
10 years
|
|
|
Travel partner network
|
| |
10 years
|
|
(in $ millions)
|
| |
Year ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Travel revenue
|
| | | $ | 468 | | | | | $ | 1,605 | | |
Products and professional services revenue
|
| | | | 325 | | | | | | 514 | | |
Total revenue
|
| | | $ | 793 | | | | | $ | 2,119 | | |
| | | | | | | | |
Contract assets
|
| |
Contract liabilities
|
| ||||||
(in $ millions)
|
| |
Accounts
receivables, net(1) |
| |
Contract assets
Client incentives, net (non-current) |
| |
Contract liabilities
Deferred revenue (current) |
| |||||||||
Balance as of December 31, 2020
|
| | | $ | 119 | | | | | $ | 9 | | | | | $ | 18 | | |
Balance as of December 31, 2019
|
| | | $ | 665 | | | | | $ | 17 | | | | | $ | 23 | | |
(in $ millions)
|
| |
Year ended December 31,
|
| |||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |||||||||||
Domestic
|
| | | $ | (529) | | | | | $ | 120 | | | | | $ | (116) | | |
Foreign
|
| | | | (230) | | | | | | 73 | | | | | | 150 | | |
(Loss) / income before income taxes and share of (loss) / earnings from equity method investments
|
| | | $ | (759) | | | | | $ | 193 | | | | | $ | 34 | | |
(in $ millions)
|
| |
Year ended December 31,
|
| |||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |||||||||||
Current taxes: | | | | | | | | | | | | | | | | | | | |
Domestic
|
| | | $ | 12 | | | | | $ | — | | | | | $ | 1 | | |
Foreign
|
| | | | 23 | | | | | | (36) | | | | | | (54) | | |
Current income tax credit (charge)
|
| | | | 35 | | | | | | (36) | | | | | | (53) | | |
Deferred taxes: | | | | | | | | | | | | | | | | | | | |
Domestic
|
| | | | 90 | | | | | | (8) | | | | | | 28 | | |
Foreign
|
| | | | 20 | | | | | | (16) | | | | | | 7 | | |
Deferred tax benefit (expense)
|
| | | | 110 | | | | | | (24) | | | | | | 35 | | |
Benefit from (provision for) income taxes
|
| | | $ | 145 | | | | | $ | (60) | | | | | $ | (18) | | |
| | |
Year ended December 31,
|
| |||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |||||||||||
Tax at statutory rate
|
| | | | 19.00% | | | | | | 19.00% | | | | | | 25.00% | | |
Changes in taxes resulting from: | | | | | | | | | | | | | | | | | | | |
Permanent differences
|
| | | | (0.18) | | | | | | 3.82 | | | | | | 1.25 | | |
Local and state taxes
|
| | | | 0.24 | | | | | | 3.06 | | | | | | 3.52 | | |
Change in valuation allowance
|
| | | | (2.25) | | | | | | 1.69 | | | | | | 10.01 | | |
Foreign tax rate differential
|
| | | | 1.65 | | | | | | 0.69 | | | | | | (16.42) | | |
Tax settlement and uncertain tax positions
|
| | | | (0.61) | | | | | | 3.01 | | | | | | 22.40 | | |
Other
|
| | | | 1.28 | | | | | | (0.23) | | | | | | 6.88 | | |
Tax at effective rate
|
| | | | 19.13% | | | | | | 31.04% | | | | | | 52.64% | | |
(in $ millions)
|
| |
As of December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Deferred tax assets: | | | | | | | | | | | | | |
Net operating loss carryforwards
|
| | | $ | 231 | | | | | $ | 120 | | |
Pension liability
|
| | | | 86 | | | | | | 65 | | |
Operating lease liabilities
|
| | | | 21 | | | | |
|
—
|
| |
Accrued liabilities
|
| | | | 12 | | | | | | 8 | | |
Goodwill
|
| | | | 1 | | | | | | 1 | | |
Other
|
| | | | 2 | | | | | | 5 | | |
Valuation allowance
|
| | | | (119) | | | | | | (88) | | |
Deferred tax assets
|
| | | | 234 | | | | | | 111 | | |
Netted against deferred tax liabilities
|
| | | | (17) | | | | | | (8) | | |
Deferred tax assets as presented in the consolidated balance sheets
|
| | | $ | 217 | | | | | $ | 103 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Intangible assets
|
| | | $ | (86) | | | | | $ | (94) | | |
Operating lease ROU assets
|
| | | | (15) | | | | |
|
—
|
| |
Property and equipment
|
| | | | (10) | | | | | | (9) | | |
Goodwill
|
| | | | (2) | | | | | | (2) | | |
Other
|
| | | | (4) | | | | | | (16) | | |
Deferred tax liabilities
|
| | | | (117) | | | | | | (121) | | |
Netted against deferred tax assets
|
| | | | 17 | | | | | | 8 | | |
Deferred tax liabilities as presented in the consolidated balance sheets
|
| | | $ | (100) | | | | | $ | (113) | | |
(in $ millions)
|
| |
Amount
|
| |||
2022
|
| | | $ | 8 | | |
2025
|
| | | | 4 | | |
2027
|
| | | | 4 | | |
2028
|
| | | | 2 | | |
2029
|
| | | | 2 | | |
2030-2040
|
| | | | 28 | | |
(in $ millions)
|
| |
As of December 31,
|
| |||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |||||||||||
Balance, beginning of the year
|
| | | $ | 11 | | | | | $ | 9 | | | | | $ | 3 | | |
Increases to tax positions related to the current year
|
| | |
|
—
|
| | | | | 4 | | | | |
|
—
|
| |
Increases to tax positions related to prior years
|
| | |
|
—
|
| | | | | 3 | | | | | | 6 | | |
Release / settlement during the year
|
| | | | (2) | | | | | | (5) | | | | |
|
—
|
| |
Balance, end of the year
|
| | | $ | 9 | | | | | $ | 11 | | | | | $ | 9 | | |
(in $ millions)
|
| |
Year ended December 31,
|
| |||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |||||||||||
Foreign exchange gains (losses), net
|
| | | $ | 12 | | | | | $ | (4) | | | | | $ | (40) | | |
Loss on disposal of businesses
|
| | |
|
—
|
| | | | | (3) | | | | |
|
—
|
| |
Non-service components of net periodic pension benefit
|
| | | | 2 | | | | | | 4 | | | | | | 3 | | |
Other income (expense), net
|
| | | $ | 14 | | | | | $ | (3) | | | | | $ | (37) | | |
(in $ millions)
|
| |
As of December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Value added and similar taxes receivables
|
| | | $ | 46 | | | | | $ | 47 | | |
Prepaid travel expenses
|
| | | | 44 | | | | | | 39 | | |
Income tax receivable
|
| | | | 25 | | | | | | 8 | | |
Other prepayments and receivables
|
| | | | 11 | | | | | | 13 | | |
Prepaid expenses and other current assets
|
| | | $ | 126 | | | | | $ | 107 | | |
(in $ millions)
|
| |
As of December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Capitalized software for internal use
|
| | | $ | 240 | | | | | $ | 257 | | |
Computer equipment
|
| | | | 63 | | | | | | 93 | | |
Leasehold improvements
|
| | | | 48 | | | | | | 53 | | |
Furniture, fixtures and other equipment
|
| | | | 13 | | | | | | 18 | | |
Capital projects in progress
|
| | | | 6 | | | | | | 12 | | |
| | | | | 370 | | | | | | 433 | | |
Less: accumulated depreciation and amortization
|
| | | | (176) | | | | | | (208) | | |
Property and equipment, net
|
| | | $ | 194 | | | | | $ | 225 | | |
(in $ millions)
|
| |
Amount
|
| |||
Balance as of December 31, 2018
|
| | | $ | 997 | | |
Additions(1)
|
| | | | 25 | | |
Adjustment(2)
|
| | | | 1 | | |
Currency translation adjustments
|
| | |
|
—
|
| |
Balance as of December 31, 2019
|
| | | | 1,023 | | |
Currency translation adjustments
|
| | | | 5 | | |
Balance as of December 31, 2020
|
| | | $ | 1,028 | | |
(in $ millions)
|
| |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||||||||||||||||||||||||||
|
Cost
|
| |
Accumulated
depreciation |
| |
Net
|
| |
Cost
|
| |
Accumulated
depreciation |
| |
Net
|
| ||||||||||||||||||||
Trademarks/tradenames
|
| | | $ | 61 | | | | | $ | (60) | | | | | $ | 1 | | | | | $ | 61 | | | | | $ | (57) | | | | | $ | 4 | | |
Corporate client relationships
|
| | | | 400 | | | | | | (145) | | | | | | 255 | | | | | | 400 | | | | | | (114) | | | | | | 286 | | |
Supplier relationship
|
| | | | 254 | | | | | | (163) | | | | | | 91 | | | | | | 254 | | | | | | (138) | | | | | | 116 | | |
Travel partner network
|
| | | | 4 | | | | | | (3) | | | | | | 1 | | | | | | 4 | | | | | | (2) | | | | | | 2 | | |
Other intangible assets, net
|
| | | $ | 719 | | | | | $ | (371) | | | | | $ | 348 | | | | | $ | 719 | | | | | $ | (311) | | | | | $ | 408 | | |
(in $ millions)
|
| |
Amount
|
| |||
2021
|
| | | $ | 59 | | |
2022
|
| | | | 59 | | |
2023
|
| | | | 59 | | |
2024
|
| | | | 38 | | |
2025
|
| | | | 17 | | |
Thereafter
|
| | | | 116 | | |
Total
|
| | | $ | 348 | | |
(in $ millions)
|
| |
Amount
|
|
Cash paid for amounts included in the measurement of lease liabilities: | | | | |
Cash used in operating activities related to operating leases
|
| |
$ 31
|
|
Right-of-use assets obtained in exchange for lease obligations: | | | | |
Operating lease
|
| |
$ 21
|
|
Finance lease
|
| |
$ 5
|
|
Weighted average remaining lease term: | | | | |
Operating lease
|
| |
4.3 years
|
|
Finance lease
|
| |
2.7 years
|
|
Weighted average discount rate: | | | | |
Operating lease
|
| |
5.02%
|
|
Finance lease
|
| |
3.56%
|
|
(in $ millions)
|
| |
Operating
lease liabilities |
| |
Finance lease
liabilities |
| ||||||
2021
|
| | | $ | 26 | | | | | $ | 2 | | |
2022
|
| | | | 19 | | | | | | 2 | | |
2023
|
| | | | 17 | | | | | | 2 | | |
2024
|
| | | | 11 | | | | |
|
—
|
| |
2025
|
| | | | 7 | | | | |
|
—
|
| |
Thereafter
|
| | | | 6 | | | | |
|
—
|
| |
Total undiscounted future payments
|
| | | | 86 | | | | | | 6 | | |
Less: Interest cost included
|
| | | | (8) | | | | | | (1) | | |
Total lease liabilities
|
| | | | 78 | | | | | | 5 | | |
Less: Current portion of lease liabilities
|
| | | | (20) | | | | | | (1) | | |
Long-term portion of lease liabilities
|
| | | $ | 58 | | | | | $ | 4 | | |
(in $ millions)
|
| |
Amount
|
| |||
Year ended/ending December 31,
|
| | | | | | |
2020
|
| | | $ | 41 | | |
2021
|
| | | | 33 | | |
2022
|
| | | | 25 | | |
2023
|
| | | | 18 | | |
2024
|
| | | | 14 | | |
Thereafter
|
| | | | 19 | | |
Total
|
| | | $ | 150 | | |
(in $ millions)
|
| |
As of December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Client incentives, net
|
| | | $ | 9 | | | | | $ | 17 | | |
Restricted cash
|
| | | | 9 | | | | | | 3 | | |
Other assets
|
| | | | 6 | | | | | | 1 | | |
Other non-current assets
|
| | | $ | 24 | | | | | $ | 21 | | |
(in $ millions)
|
| |
As of December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Accrued payroll and related costs
|
| | | $ | 126 | | | | | $ | 120 | | |
Accrued operating expenses
|
| | | | 120 | | | | | | 138 | | |
Accrued restructuring costs (see note 14)
|
| | | | 97 | | | | | | 10 | | |
Value added and similar taxes payable
|
| | | | 43 | | | | | | 47 | | |
Client deposits
|
| | | | 33 | | | | | | 54 | | |
Deferred revenue
|
| | | | 18 | | | | | | 23 | | |
Income tax payable
|
| | |
|
—
|
| | | | | 7 | | |
Other payables
|
| | | | 3 | | | | | | 1 | | |
Accrued expenses and other current liabilities
|
| | | $ | 440 | | | | | $ | 400 | | |
(in $ millions)
|
| |
Employee related
|
| |
Facility
|
| |
Total
|
| |||||||||
Balance as of December 31, 2017
|
| | | $ | 10 | | | | | $ | — | | | | | $ | 10 | | |
Charges
|
| | | | 21 | | | | |
|
—
|
| | | | | 21 | | |
Cash settled
|
| | | | (23) | | | | |
|
—
|
| | | | | (23) | | |
Balance as of December 31, 2018
|
| | | | 8 | | | | |
|
—
|
| | | | | 8 | | |
Charges
|
| | | | 12 | | | | |
|
—
|
| | | | | 12 | | |
Cash settled
|
| | | | (10) | | | | |
|
—
|
| | | | | (10) | | |
Balance as of December 31, 2019
|
| | | | 10 | | | | |
|
—
|
| | | | | 10 | | |
Charges
|
| | | | 178 | | | | | | 28 | | | | | | 206 | | |
Cash settled
|
| | | | (95) | | | | | | (5) | | | | | | (99) | | |
Other non-cash(1)
|
| | |
|
—
|
| | | | | (20) | | | | | | (20) | | |
Balance as of December 31, 2020
|
| | | $ | 94 | | | | | $ | 3 | | | | | $ | 97 | | |
(in $ millions)
|
| |
As of December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Senior Secured Credit Agreement(1) | | | | | | | | | | | | | |
Principal amount of initial term loans (Maturity – August 2025)(2)
|
| | | $ | 244 | | | | | $ | 247 | | |
Principal amount of tranche B-1 term loans (Maturity – August 2025)(3)
|
| | | | 399 | | | | |
|
—
|
| |
Principal amount of revolving credit facility (Maturity August – 2023)(4)
|
| | |
|
—
|
| | | |
|
—
|
| |
| | | | | 643 | | | | | | 247 | | |
Less: Unamortized debt discount and debt issuance costs
|
| | | | (19) | | | | | | (10) | | |
Total debt, net of unamortized debt discount and debt issuance costs
|
| | | | 624 | | | | | | 237 | | |
Less: Current portion of long-term debt
|
| | | | 7 | | | | | | 3 | | |
Long-term debt, non-current, net of unamortized debt discount and debt issuance
costs |
| | | $ | 617 | | | | | $ | 234 | | |
(in $ millions)
|
| |
As of December 31,
|
| |||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |||||||||||
Beginning balance
|
| | | $ | 10 | | | | | $ | 12 | | | | |
|
—
|
| |
Capitalized during the year
|
| | | | 12 | | | | |
|
—
|
| | | | | 13 | | |
Amortized during the year
|
| | | | (3) | | | | | | (2) | | | | | | (1) | | |
Closing balance
|
| | | $ | 19 | | | | | $ | 10 | | | | | | 12 | | |
(in $ millions)
|
| |
Amount
|
| |||
Year ending December 31,
|
| | | | | | |
2021
|
| | | $ | 7 | | |
2022
|
| | | | 7 | | |
2023
|
| | | | 7 | | |
2024
|
| | | | 7 | | |
2025
|
| | | | 615 | | |
| | | | | 643 | | |
Less: Unamortized debt discount and debt issuance costs
|
| | | | (19) | | |
Long-term debt, net of unamortized debt discount and debt issuance costs
|
| | | $ | 624 | | |
(in $ millions)
|
| |
As of December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Changes in benefit obligation: | | | | | | | | | | | | | |
Benefit obligation, beginning of year
|
| | | $ | 890 | | | | | $ | 762 | | |
Service cost
|
| | | | 8 | | | | | | 6 | | |
Interest cost
|
| | | | 15 | | | | | | 19 | | |
Plan participants’ contribution
|
| | | | 1 | | | | | | 1 | | |
Actuarial loss, net
|
| | | | 131 | | | | | | 100 | | |
Benefit paid
|
| | | | (26) | | | | | | (21) | | |
Plan amendments
|
| | | | 3 | | | | | | (4) | | |
Curtailments and settlements
|
| | | | (16) | | | | | | (8) | | |
Business acquisition
|
| | |
|
—
|
| | | | | 12 | | |
Expenses paid from assets
|
| | | | (2) | | | | | | (2) | | |
Currency translation adjustment
|
| | | | 42 | | | | | | 25 | | |
Benefit obligation, end of year
|
| | | | 1,046 | | | | | | 890 | | |
Change in fair value of plan assets | | | | | | | | | | | | | |
Fair value of plan assets, beginning of year
|
| | | | 549 | | | | | | 473 | | |
Employer contributions
|
| | | | 25 | | | | | | 36 | | |
Plan participants’ contributions
|
| | | | 1 | | | | | | 1 | | |
Benefits paid
|
| | | | (26) | | | | | | (21) | | |
Actual return on plan assets
|
| | | | 68 | | | | | | 52 | | |
Expenses paid from assets
|
| | | | (2) | | | | | | (2) | | |
Plan settlements
|
| | | | (11) | | | | | | (5) | | |
Currency translation adjustments
|
| | | | 30 | | | | | | 15 | | |
Fair value of plan assets, end of year
|
| | | $ | 634 | | | | | $ | 549 | | |
Unfunded status
|
| | | $ | (412) | | | | | $ | (341) | | |
(in $ millions)
|
| |
As of December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
Unrecognized net actuarial loss
|
| | | $ | 190 | | | | | $ | 100 | | |
Prior service cost
|
| | | | 5 | | | | | | 1 | | |
Total
|
| | | | 195 | | | | | | 101 | | |
Deferred taxes
|
| | | | (35) | | | | | | (20) | | |
Amounts recognized in accumulated other comprehensive loss
|
| | | $ | 160 | | | | | $ | 81 | | |
(in $ millions)
|
| |
Year ended December 31,
|
| |||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |||||||||||
Service cost
|
| | | $ | 7 | | | | | $ | 7 | | | | | $ | 5 | | |
Interest cost
|
| | | | 15 | | | | | | 19 | | | | | | 9 | | |
Expected return on plan assets
|
| | | | (24) | | | | | | (26) | | | | | | (13) | | |
Amortization of actuarial loss (gain)
|
| | | | 2 | | | | | | — | | | | | | — | | |
Curtailments and settlements
|
| | | | 4 | | | | | | — | | | | | | — | | |
Net periodic benefit cost (credit)
|
| | | $ | 4 | | | | | $ | — | | | | | $ | 1 | | |
| | |
Year ended December 31,
|
| |||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |||||||||||
Net periodic benefit cost (credit): | | | | | | | | | | | | | | | | | | | |
Interest cost discount rate
|
| | | | 1.8% | | | | | | 2.5% | | | | | | 2.5% | | |
Expected long-term return on plan assets
|
| | | | 4.4% | | | | | | 5.5% | | | | | | 5.4% | | |
Rate of compensation increase
|
| | | | 2.6% | | | | | | 2.6% | | | | | | 2.8% | | |
Projected benefit obligation: | | | | | | | | | | | | | | | | | | | |
Discount rate
|
| | | | 1.2% | | | | | | 1.8% | | | | | | | | |
Asset Class
|
| |
2020
|
| |
2019
|
| ||||||||||||||||||
|
Actual
Allocations |
| |
Target
Allocations |
| |
Actual
Allocations |
| |
Target
Allocations |
| ||||||||||||||
Equity securities
|
| | | | 11% | | | | | | 4% | | | | | | 10% | | | | | | 11% | | |
Debt securities
|
| | | | 30 | | | | | | 33 | | | | | | 31 | | | | | | 35 | | |
Other
|
| | | | 59 | | | | | | 63 | | | | | | 59 | | | | | | 54 | | |
Total
|
| | | | 100% | | | | | | 100% | | | | | | 100% | | | | | | 100% | | |
(in $ millions)
|
| |
As of December 31, 2020
|
| |||||||||||||||||||||
|
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||||
Equity funds
|
| | | $ | — | | | | | $ | — | | | | | $ | 22 | | | | | $ | 22 | | |
Debt funds
|
| | |
|
—
|
| | | | | 103 | | | | | | 11 | | | | | | 114 | | |
Real estate funds
|
| | |
|
—
|
| | | |
|
—
|
| | | | | 90 | | | | | | 90 | | |
Other
|
| | | | 4 | | | | | | 117 | | | | | | 95 | | | | | | 216 | | |
| | | | $ | 4 | | | | | $ | 220 | | | | | $ | 218 | | | | | | 442 | | |
Investments measured at NAV
|
| | | | | | | | | | | | | | | | | | | | | | 192 | | |
Total fair value of plan assets
|
| | | | | | | | | | | | | | | | | | | | | $ | 634 | | |
(in $ millions)
|
| |
As of December 31, 2019
|
| |||||||||||||||||||||
|
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||||
Equity funds
|
| | | $ | 19 | | | | | $ | — | | | | | $ | — | | | | | $ | 19 | | |
Debt funds
|
| | |
|
—
|
| | | | | 98 | | | | |
|
—
|
| | | | | 98 | | |
Real estate funds
|
| | |
|
—
|
| | | |
|
—
|
| | | | | 70 | | | | | | 70 | | |
Other
|
| | | | 7 | | | | | | 112 | | | | | | 61 | | | | | | 180 | | |
| | | | $ | 26 | | | | | $ | 210 | | | | | $ | 131 | | | | | | 367 | | |
Investments measured at NAV
|
| | | | | | | | | | | | | | | | | | | | | | 182 | | |
Total fair value of plan assets
|
| | | | | | | | | | | | | | | | | | | | | $ | 549 | | |
(in $ millions)
|
| |
Amount
|
| |||
2021
|
| | | $ | 21 | | |
2022
|
| | | | 23 | | |
2023
|
| | | | 23 | | |
2024
|
| | | | 23 | | |
2025
|
| | | | 25 | | |
2026 – 2030
|
| | | | 141 | | |
| | |
Number of
options |
| |
Weighted
average exercise price per share |
| |
Weighted average
remaining contractual term |
| |
Aggregate
intrinsic value (in $ millions) |
| |||||||||
Balance as of January 1, 2020
|
| | | | 3,069,600 | | | | | $ | 58.43 | | | | | | | | | | | |
Forfeited
|
| | | | (75,000) | | | | | $ | 63.35 | | | | | | | | | | | |
Balance as of December 31, 2020
|
| | | | 2,994,600 | | | | | $ | 58.30 | | | | | | | | | | | |
Exercisable as of December 31, 2020
|
| | | | 2,471,088 | | | | | $ | 55.30 | | | |
5.7 years
|
| | | | 27 | | |
Expected to vest as of December 31, 2020
|
| | | | 523,512 | | | | | | | | | |
7.8 years
|
| | | | 2 | | |
Assumption
|
| |
2019
|
| |
2018
|
|
Annual risk-free interest rate
|
| |
1.75%
|
| |
2.47%
|
|
Equity volatility
|
| |
25%
|
| |
20%
|
|
Expected average life of options
|
| |
2 years
|
| |
2.5 years
|
|
Dividend yield
|
| |
0%
|
| |
0%
|
|
(in $ millions)
|
| |
Currency
translation adjustments |
| |
Defined
benefit plan related |
| |
Unrealized gain on
hedge of investments in foreign subsidiary |
| |
Total accumulated
other comprehensive loss |
| ||||||||||||
Balance as of December 31, 2017
|
| | | $ | (7) | | | | | $ | 3 | | | | | $ | 4 | | | | | $ | — | | |
Net changes during the year, net of tax benefit(1)
|
| | | | (10) | | | | | | (29) | | | | |
|
—
|
| | | | | (39) | | |
Balance as of December 31, 2018
|
| | | | (17) | | | | | | (26) | | | | | | 4 | | | | | | (39) | | |
Net changes during the year, net of tax benefit(1)
|
| | | | (4) | | | | | | (55) | | | | |
|
—
|
| | | | | (59) | | |
Balance as of December 31, 2019
|
| | | | (21) | | | | | | (81) | | | | | | 4 | | | | | | (98) | | |
Net changes during the year, net of tax benefit(1)
|
| | | | (2) | | | | | | (79) | | | | |
|
—
|
| | | | | (81) | | |
Balance as of December 31, 2020
|
| | | | (23) | | | | | | (160) | | | | | | 4 | | | | | | (179) | | |
(in $ millions, except share and per share data)
|
| |
Year ended December 31,
|
| |||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |||||||||||
Numerator – Basic and diluted (loss) earnings per share: | | | | | | | | | | | | | | | | | | | |
Net (loss) income / Net (loss) income from continuing operations
|
| | | $ | (619) | | | | | $ | 138 | | | | | $ | 22 | | |
Net loss (income) attributable to non-controlling interests in
subsidiaries |
| | | | 1 | | | | | | (4) | | | | | | (3) | | |
Net (loss) income from continuing operations attributable to
the Company |
| | | $ | (618) | | | | | $ | 134 | | | | | | 19 | | |
(in $ millions, except share and per share data)
|
| |
Year ended December 31,
|
| |||||||||||||||
|
2020
|
| |
2019
|
| |
2018
|
| |||||||||||
Denominator – Basic (loss) earnings per share: | | | | | | | | | | | | | | | | | | | |
Weighted average ordinary shares outstanding
|
| | | | 36,000,000 | | | | | | 36,000,000 | | | | | | 36,000,000 | | |
(Loss) earnings per share from continuing operations attributable to the shareholders of the Company’s ordinary shares – Basic
|
| | | $ | (17.18) | | | | | $ | 3.72 | | | | | $ | 0.53 | | |
Denominator – Diluted (loss) earnings per share: | | | | | | | | | | | | | | | | | | | |
Number of ordinary shares used for basic (loss) earnings per
share from continuing operations |
| | | | 36,000,000 | | | | | | 36,000,000 | | | | | | 36,000,000 | | |
Weighted average effect of dilutive securities
|
| | | | | | | | | | | | | | | | | | |
Stock options
|
| | |
|
—
|
| | | | | 1,102,120 | | | | | | 976,295 | | |
Weighted average ordinary shares outstanding
|
| | | | 36,000,000 | | | | | | 37,102,120 | | | | | | 36,976,295 | | |
(Loss) earnings per share from continuing operations attributable to the shareholders of the Company’s ordinary shares – Diluted
|
| | | $ | (17.18) | | | | | $ | 3.61 | | | | | $ | 0.51 | | |
|
(in $ millions)
|
| |
As of December 31, 2020
|
| |
As of December 31, 2019
|
| ||||||||||||||||||
|
Carrying
amount(1) |
| |
Fair
value |
| |
Carrying
amount(1) |
| |
Fair
value |
| ||||||||||||||
Senior secured initial term loans
|
| | | $ | 237 | | | | | $ | 231 | | | | | $ | 237 | | | | | $ | 247 | | |
Senior secured tranche B-1 term loans
|
| | | $ | 387 | | | | | $ | 399 | | | | | $ | — | | | | | $ | — | | |
(in $ millions)
|
| |
United
States |
| |
United
Kingdom |
| |
All other
countries |
| |
Total
|
| ||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | |
Year ended December 31, 2020
|
| | | $ | 191 | | | | | $ | 314 | | | | | $ | 288 | | | | | $ | 793 | | |
Year ended December 31, 2019
|
| | | $ | 511 | | | | | $ | 925 | | | | | $ | 683 | | | | | $ | 2,119 | | |
Year ended December 31, 2018
|
| | | $ | 496 | | | | | $ | 807 | | | | | $ | 596 | | | | | $ | 1,899 | | |
Long-lived assets | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2020
|
| | | $ | 38 | | | | | $ | 93 | | | | | $ | 118 | | | | | $ | 249 | | |
As of December 31, 2019
|
| | | $ | 32 | | | | | $ | 100 | | | | | $ | 93 | | | | | $ | 225 | | |
(in $ millions)
|
| |
Balance at
beginning of year |
| |
Charged to
expense or other accounts |
| |
Write-offs
and other adjustments |
| |
Balance at
end of year |
| ||||||||||||
Allowance for doubtful debts | | | | | | | | | | | | | | | | | | | | | | | | | |
Year ended December 31, 2020
|
| | | $ | 11 | | | | | $ | 4 | | | | | $ | (1) | | | | | $ | 14 | | |
Year ended December 31, 2019
|
| | | $ | 10 | | | | | $ | — | | | | | $ | 1 | | | | | $ | 11 | | |
Year ended December 31, 2018
|
| | | $ | 5 | | | | | $ | 3 | | | | | $ | 2 | | | | | $ | 10 | | |
Valuation allowance for deferred tax assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Year ended December 31, 2020
|
| | | $ | 88 | | | | | $ | 31 | | | | | $ | — | | | | | $ | 119 | | |
Year ended December 31, 2019
|
| | | $ | 89 | | | | | $ | (1) | | | | | $ | — | | | | | $ | 88 | | |
Year ended December 31, 2018
|
| | | $ | 52 | | | | | $ | (1) | | | | | $ | 38 | | | | | $ | 89 | | |
| | |
Three months ended
September 30, |
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
|
(In millions)
|
| |||||||||||
Revenue
|
| | | $ | 55 | | | | | $ | 26 | | |
Cost and expenses: | | | | | | | | | | | | | |
Cost of revenue (exclusive of depreciation and amortization shown separately
below) |
| | | | (38) | | | | | | (40) | | |
Selling and marketing
|
| | | | (27) | | | | | | (31) | | |
Technology and content
|
| | | | (16) | | | | | | (13) | | |
General and administrative
|
| | | | (9) | | | | | | (11) | | |
Depreciation and amortization
|
| | | | (12) | | | | | | (13) | | |
Restructuring and related reorganization charges
|
| | | | (8) | | | | | | (31) | | |
Operating (loss) income
|
| | | | (55) | | | | | | (113) | | |
Other, net
|
| | | | 1 | | | | | | — | | |
Total other income (expense), net
|
| | | | 1 | | | | | | — | | |
Loss before income taxes
|
| | | | (54) | | | | | | (113) | | |
Benefit (provision) for income taxes
|
| | | | 1 | | | | | | (18) | | |
Net loss
|
| | | $ | (53) | | | | | $ | (131) | | |
| | |
Nine months ended
September 30, |
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
|
(In millions)
|
| |||||||||||
Revenue
|
| | | $ | 123 | | | | | $ | 156 | | |
Cost and expenses: | | | | | | | | | | | | | |
Cost of revenue (exclusive of depreciation and amortization shown separately below)
|
| | | | (112) | | | | | | (162) | | |
Selling and marketing
|
| | | | (86) | | | | | | (104) | | |
Technology and content
|
| | | | (53) | | | | | | (47) | | |
General and administrative
|
| | | | (33) | | | | | | (37) | | |
Depreciation and amortization
|
| | | | (36) | | | | | | (39) | | |
Restructuring and related reorganization charges
|
| | | | (9) | | | | | | (52) | | |
Operating (loss) income
|
| | | | (206) | | | | | | (285) | | |
Other, net
|
| | | | 2 | | | | | | 1 | | |
Total other income (expense), net
|
| | | | 2 | | | | | | 1 | | |
Loss before income taxes
|
| | | | (204) | | | | | | (284) | | |
Benefit (provision) for income taxes
|
| | | | 2 | | | | | | 2 | | |
Net loss
|
| | | $ | (202) | | | | | $ | (282) | | |
| | |
Three months ended
September 30, |
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
|
(In millions)
|
| |||||||||||
Net loss
|
| | | $ | (53) | | | | | $ | (131) | | |
Other comprehensive loss | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | (10) | | | | | | 14 | | |
Other comprehensive loss
|
| | | | (10) | | | | | | 14 | | |
Comprehensive loss
|
| | | $ | (63) | | | | | $ | (117) | | |
| | |
Nine months ended
September 30, |
| |||||||||
|
2021
|
| |
2020
|
| ||||||||
|
(In millions)
|
| |||||||||||
Net loss
|
| | | $ | (202) | | | | | $ | (282) | | |
Other comprehensive loss | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | (18) | | | | | | 1 | | |
Other comprehensive loss
|
| | | | (18) | | | | | | 1 | | |
Comprehensive loss
|
| | | $ | (220) | | | | | $ | (281) | | |
| | |
September 30,
2021 |
| |
December 31,
2020 |
| ||||||
| | |
(Unaudited)
|
| | ||||||||
| | |
(In millions)
|
| |||||||||
Assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 171 | | | | | $ | 363 | | |
Restricted cash
|
| | | | 9 | | | | | | 19 | | |
Accounts receivable, net of allowance of $17 and $22
|
| | | | 138 | | | | | | 68 | | |
Income taxes receivable
|
| | | | 5 | | | | | | 2 | | |
Prepaid expenses and other current assets
|
| | | | 12 | | | | | | 10 | | |
Total current assets
|
| | | $ | 335 | | | | | $ | 462 | | |
Property and equipment, net
|
| | | | 49 | | | | | | 53 | | |
Operating lease right-of-use assets
|
| | | | 15 | | | | | | 20 | | |
Goodwill
|
| | | | 122 | | | | | | 128 | | |
Intangible assets, net
|
| | | | 3 | | | | | | 7 | | |
Other assets
|
| | | | 7 | | | | | | 9 | | |
Total assets
|
| | | $ | 531 | | | | | $ | 679 | | |
Liabilities and equity | | | | | | | | | | | | | |
Accounts payable, merchant
|
| | | $ | 27 | | | | | $ | 13 | | |
Accounts payable, other
|
| | | | 10 | | | | | | 24 | | |
Deferred merchant bookings
|
| | | | 1 | | | | | | — | | |
Deferred revenue
|
| | | | 2 | | | | | | 3 | | |
Accrued expenses and other current liabilities
|
| | | | 74 | | | | | | 105 | | |
Due to related party
|
| | | | 31 | | | | | | 7 | | |
Total current liabilities
|
| | |
$
|
145
|
| | | |
$
|
152
|
| |
Deferred income taxes
|
| | | | — | | | | | | 1 | | |
Operating lease liabilities
|
| | | | 10 | | | | | | 13 | | |
Other long-term liabilities
|
| | | | 9 | | | | | | 9 | | |
Total liabilities
|
| | |
$
|
164
|
| | | |
$
|
175
|
| |
Commitments and contingencies (Note 8) | | | | | | | | | | | | | |
Equity: | | | | | | | | | | | | | |
Net parent investment
|
| | | | 437 | | | | | | 556 | | |
Accumulated other comprehensive loss
|
| | | | (70) | | | | | | (52) | | |
Total equity
|
| | |
$
|
367
|
| | | |
$
|
504
|
| |
Total liabilities and equity
|
| | | $ | 531 | | | | | $ | 679 | | |
Three months ended September 30, 2020
|
| |
Net
Parent Investment |
| |
Accumulated
Other Comprehensive Loss, Net of Tax |
| |
Total
Parent’s Equity |
| |||||||||
| | |
(In millions)
|
| |||||||||||||||
Balance as of June 30, 2020
|
| | | $ | 560 | | | | | $ | (91) | | | | | $ | 469 | | |
Net loss
|
| | | | (131) | | | | | | — | | | | | | (131) | | |
Changes in other comprehensive loss | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | 14 | | | | | | 14 | | |
Net transfers from parent
|
| | | | 140 | | | | | | — | | | | | | 140 | | |
Balance as of September 30, 2020
|
| | | $ | 569 | | | | | $ | (77) | | | | | $ | 492 | | |
Nine months ended September 30, 2020
|
| |
Net
Parent Investment |
| |
Accumulated
Other Comprehensive Loss, Net of Tax |
| |
Total
Parent’s Equity |
| |||||||||
| | |
(In millions)
|
| |||||||||||||||
Balance as of December 31, 2019
|
| | | $ | 754 | | | | | $ | (78) | | | | | $ | 676 | | |
Net loss
|
| | | | (282) | | | | | | — | | | | | | (282) | | |
Changes in other comprehensive loss | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | 1 | | | | | | 1 | | |
Net transfers from parent
|
| | | | 97 | | | | | | — | | | | | | 97 | | |
Balance as of September 30, 2020
|
| | | $ | 569 | | | | | $ | (77) | | | | | $ | 492 | | |
Three months ended September 30, 2021
|
| |
Net
Parent Investment |
| |
Accumulated
Other Comprehensive Loss, Net of Tax |
| |
Total
Parent’s Equity |
| |||||||||
| | |
(In millions)
|
| |||||||||||||||
Balance as of June 30, 2021
|
| | | $ | 433 | | | | | $ | (60) | | | | | $ | 373 | | |
Net loss
|
| | | | (53) | | | | | | — | | | | | | (53) | | |
Changes in other comprehensive loss | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | (10) | | | | | | (10) | | |
Net transfers from parent
|
| | | | 57 | | | | | | — | | | | | | 57 | | |
Balance as of September 30, 2021
|
| | | $ | 437 | | | | | $ | (70) | | | | | $ | 367 | | |
Nine months ended September 30, 2021
|
| |
Net
Parent Investment |
| |
Accumulated
Other Comprehensive Loss, Net of Tax |
| |
Total
Parent’s Equity |
| |||||||||
| | |
(In millions)
|
| |||||||||||||||
Balance as of December 31, 2020
|
| | | $ | 556 | | | | | $ | (52) | | | | | $ | 504 | | |
Net loss
|
| | | | (202) | | | | | | — | | | | | | (202) | | |
Changes in other comprehensive loss | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | (18) | | | | | | (18) | | |
Net transfers from parent
|
| | | | 83 | | | | | | — | | | | | | 83 | | |
Balance as of September 30, 2021
|
| | | $ | 437 | | | | | $ | (70) | | | | | $ | 367 | | |
| | |
September 30,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
(In millions)
|
| |||||||||
Operating activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (202) | | | | | $ | (282) | | |
Adjustments to reconcile net loss to cash provided by (used in) operating activities
|
| | | | | | | | | | | | |
Depreciation
|
| | | | 32 | | | | | | 35 | | |
Amortization of stock-based compensation
|
| | | | 17 | | | | | | 11 | | |
Amortization of intangible assets
|
| | | | 4 | | | | | | 4 | | |
Deferred income taxes
|
| | | | — | | | | | | (3) | | |
Other, net
|
| | | | (1) | | | | | | (8) | | |
Changes in operating assets and liabilities:
|
| | | | — | | | | | | — | | |
Accounts receivable
|
| | | | (75) | | | | | | 224 | | |
Prepaid expenses and other current assets
|
| | | | — | | | | | | 8 | | |
Accounts payable, merchant
|
| | | | 15 | | | | | | (37) | | |
Accounts payable, other and accrued expenses and other liabilities
|
| | | | (40) | | | | | | 25 | | |
Income taxes receivable, net
|
| | | | (4) | | | | | | (1) | | |
Deferred merchant bookings
|
| | | | 1 | | | | | | (1) | | |
Deferred revenue
|
| | | | (1) | | | | | | — | | |
Net cash (used in) provided by operating activities
|
| | | | (254) | | | | | | (25) | | |
Investing activities | | | | | | | | | | | | | |
Additions to property and equipment
|
| | | | (20) | | | | | | (28) | | |
Net cash used in investing activities
|
| | | | (20) | | | | | | (28) | | |
Financing activities | | | | | | | | | | | | | |
Net transfers from parent
|
| | | | 58 | | | | | | 92 | | |
Due to related party
|
| | | | 24 | | | | | | (34) | | |
Net cash provided by financing activities
|
| | | | 82 | | | | | | 58 | | |
Effect of FX rate changes on Cash, cash equivalents and restricted cash
|
| | | | (10) | | | | | | 5 | | |
Net increase (decrease) in Cash, cash equivalents and restricted cash at end of period
|
| | | | (202) | | | | | | 10 | | |
Cash, cash equivalents and restricted cash at beginning of period
|
| | | | 382 | | | | | | 350 | | |
Cash, cash equivalents and restricted cash at end of period
|
| | | $ | 180 | | | | | $ | 360 | | |
| | |
Nine months ended
September 30, |
| |||||||||
Reconciliation to amounts within the combined balance sheets:
|
| |
2021
|
| |
2020
|
| ||||||
| | |
(In millions)
|
| |||||||||
Cash and cash equivalents
|
| | | $ | 171 | | | | | $ | 348 | | |
Restricted cash
|
| | | | 9 | | | | | | 12 | | |
Cash, cash equivalents and restricted cash at end of period
|
| | | $ | 180 | | | | | $ | 360 | | |
| | |
Three months ended
September 30, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
(Unaudited)
|
| |||||||||
| | |
(In millions)
|
| |||||||||
Revenue by Business Model | | | | | | | | | | | | | |
Merchant
|
| | | $ | 21 | | | | | $ | 18 | | |
Agency
|
| | | | 33 | | | | | | 9 | | |
Advertising, media and other
|
| | | | 1 | | | | | | (1) | | |
Total revenue
|
| | | $ | 55 | | | | | $ | 26 | | |
| | |
Nine months ended
September 30, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
(Unaudited)
|
| |||||||||
| | |
(In millions)
|
| |||||||||
Revenue by Business Model | | | | | | | | | | | | | |
Merchant
|
| | | $ | 46 | | | | | $ | 68 | | |
Agency
|
| | | | 74 | | | | | | 84 | | |
Advertising, media and other
|
| | | | 3 | | | | | | 4 | | |
Total revenue
|
| | | $ | 123 | | | | | $ | 156 | | |
| | |
Three months ended
September 30, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
(Unaudited)
|
| |||||||||
| | |
(In millions)
|
| |||||||||
Revenue by Geography | | | | | | | | | | | | | |
United States
|
| | | $ | 23 | | | | | $ | 10 | | |
All other countries
|
| | | | 32 | | | | | | 16 | | |
Total revenue
|
| | | $ | 55 | | | | | $ | 26 | | |
| | |
Nine months ended
September 30, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
| | |
(Unaudited)
|
| |||||||||
| | |
(In millions)
|
| |||||||||
Revenue by Geography | | | | | | | | | | | | | |
United States
|
| | | $ | 49 | | | | | $ | 57 | | |
All other countries
|
| | | | 74 | | | | | | 99 | | |
Total revenue
|
| | | $ | 123 | | | | | $ | 156 | | |
| | |
September 30,
2021 |
| |
December 31,
2020 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
| | |
(In millions)
|
| |||||||||
Capitalized software development
|
| | | $ | 165 | | | | | $ | 208 | | |
Computer equipment
|
| | | | 19 | | | | | | 20 | | |
Furniture and other equipment
|
| | | | 5 | | | | | | 6 | | |
Buildings and leasehold improvements
|
| | | | 15 | | | | | | 16 | | |
| | | | | 204 | | | | | | 250 | | |
Less: accumulated depreciation
|
| | | | (155) | | | | | | (197) | | |
Property and equipment, net
|
| | | $ | 49 | | | | | $ | 53 | | |
| | |
(Unaudited)
(In millions) |
| |||
Balance as of December 31, 2020
|
| | | $ | 128 | | |
Foreign currency translation
|
| | | | (6) | | |
Balance as of September 30, 2021
|
| | | $ | 122 | | |
| | |
September 30, 2021
|
| |
December 31, 2020
|
| ||||||||||||||||||||||||||||||
|
Cost
|
| |
Accumulated
Amortization |
| |
Net
|
| |
Cost
|
| |
Accumulated
Amortization |
| |
Net
|
| ||||||||||||||||||||
|
(Unaudited)
(In millions) |
| |
(In millions)
|
| ||||||||||||||||||||||||||||||||
Customer relationships
|
| | | | 60 | | | | | | (57) | | | | | | 3 | | | | | | 60 | | | | | | (53) | | | | | | 7 | | |
Total
|
| | |
$
|
60
|
| | | | $ | (57) | | | | | $ | 3 | | | | | $ | 60 | | | | | $ | (53) | | | | | $ | 7 | | |
| | |
September 30,
2021 |
| |
December 31,
2020 |
| ||||||
| | |
(Unaudited)
|
| | ||||||||
| | |
(In millions)
|
| |||||||||
Salary and wage accruals
|
| | | $ | 27 | | | | | $ | 33 | | |
Restructure costs
|
| | | | 29 | | | | | | 47 | | |
Accrued sales tax liability
|
| | | | 4 | | | | | | 3 | | |
Lease liability
|
| | | | 6 | | | | | | 9 | | |
Other
|
| | | | 8 | | | | | | 13 | | |
Total
|
| | | $ | 74 | | | | | $ | 105 | | |
| | |
Employee
Severance and Benefits |
| |||
| | |
(Unaudited)
(In millions) |
| |||
Accrued liability as of December 31, 2020
|
| | | $ | 47 | | |
Charges
|
| | | | 9 | | |
Payments
|
| | | | (27) | | |
Accrued liability as of September 30, 2021
|
| | |
$
|
29
|
| |
| | |
September 30,
2021 |
| |
September 30,
2020 |
| ||||||
| | |
(unaudited)
(In millions) |
| |||||||||
Cash pooling and general financing activities
|
| | | $ | 38 | | | | | $ | 144 | | |
Purchases from Parent
|
| | | | — | | | | | | 1 | | |
Stock based compensation
|
| | | | 6 | | | | | | 3 | | |
Corporate allocations
|
| | | | 12 | | | | | | 9 | | |
Income tax expense
|
| | | | 1 | | | | | | (17) | | |
Net increase (decrease) in Net Parent Investment
|
| | | $ | 57 | | | | | $ | 140 | | |
| | |
September 30,
2021 |
| |
September 30,
2020 |
| ||||||
| | |
(unaudited)
(In millions) |
| |||||||||
Cash pooling and general financing activities
|
| | | $ | 26 | | | | | $ | 46 | | |
Purchases from Parent
|
| | | | — | | | | | | 2 | | |
Stock based compensation
|
| | | | 17 | | | | | | 11 | | |
Corporate allocations
|
| | | | 38 | | | | | | 36 | | |
Income tax expense
|
| | | | 2 | | | | | | 2 | | |
Net increase (decrease) in Net Parent Investment
|
| | | $ | 83 | | | | | $ | 97 | | |
| | |
Year ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
Revenue
|
| | | $ | 190 | | | | | $ | 613 | | |
Cost and expenses: | | | | | | | | | | | | | |
Cost of revenue (exclusive of depreciation and amortization shown separately below)
|
| | | | (206) | | | | | | (261) | | |
Selling and marketing
|
| | | | (132) | | | | | | (149) | | |
Technology and content
|
| | | | (61) | | | | | | (75) | | |
General and administrative
|
| | | | (52) | | | | | | (58) | | |
Depreciation and amortization
|
| | | | (51) | | | | | | (54) | | |
Restructuring and related reorganization charges
|
| | | | (59) | | | | | | (11) | | |
Operating (loss) income
|
| | | | (371) | | | | | | 5 | | |
Other, net
|
| | | | (1) | | | | | | 3 | | |
Total other expense, net
|
| | | | (1) | | | | | | 3 | | |
(Loss) income before income taxes
|
| | | | (372) | | | | | | 8 | | |
Provision for income taxes
|
| | | | (7) | | | | | | (39) | | |
Net loss
|
| | | $ | (379) | | | | | $ | (31) | | |
| | |
Year ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
Net loss
|
| | | $ | (379) | | | | | $ | (31) | | |
Other comprehensive income ( loss) | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | 26 | | | | | | (1) | | |
Other comprehensive income (loss)
|
| | | | 26 | | | | | | (1) | | |
Comprehensive loss
|
| | | $ | (353) | | | | | $ | (32) | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
Assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 363 | | | | | $ | 307 | | |
Restricted cash
|
| | | | 19 | | | | | | 43 | | |
Accounts receivable, net of allowance of $22 and $9
|
| | | | 68 | | | | | | 330 | | |
Income taxes receivable
|
| | | | 2 | | | | | | 3 | | |
Prepaid expenses and other current assets
|
| | | | 10 | | | | | | 19 | | |
Total current assets
|
| | | $ | 462 | | | | | $ | 702 | | |
Property and equipment, net
|
| | | | 53 | | | | | | 59 | | |
Operating lease right-of-use assets
|
| | | | 20 | | | | | | 30 | | |
Goodwill
|
| | | | 128 | | | | | | 120 | | |
Deferred income tax assets
|
| | | | — | | | | | | 2 | | |
Intangible assets, net
|
| | | | 7 | | | | | | 13 | | |
Other assets
|
| | | | 9 | | | | | | 9 | | |
Total assets
|
| | | $ | 679 | | | | | $ | 935 | | |
Liabilities and equity | | | | | | | | | | | | | |
Accounts payable, merchant
|
| | | $ | 13 | | | | | $ | 65 | | |
Accounts payable, other
|
| | | | 24 | | | | | | 28 | | |
Deferred merchant bookings
|
| | | | — | | | | | | 2 | | |
Deferred revenue
|
| | | | 3 | | | | | | 3 | | |
Accrued expenses and other current liabilities
|
| | | | 105 | | | | | | 83 | | |
Due to related party
|
| | | | 7 | | | | | | 46 | | |
Total current liabilities
|
| | | $ | 152 | | | | | $ | 227 | | |
Deferred income taxes
|
| | | | 1 | | | | | | 3 | | |
Operating lease liabilities
|
| | | | 13 | | | | | | 23 | | |
Other long-term liabilities
|
| | | | 9 | | | | | | 6 | | |
Total liabilities
|
| | | $ | 175 | | | | | $ | 259 | | |
Commitments and contingencies (Note 11) | | | | | | | | | | | | | |
Equity: | | | | | | | | | | | | | |
Net parent investment
|
| | | | 556 | | | | | | 754 | | |
Accumulated other comprehensive loss
|
| | | | (52) | | | | | | (78) | | |
Total equity
|
| | | $ | 504 | | | | | $ | 676 | | |
Total liabilities and equity
|
| | | $ | 679 | | | | | $ | 935 | | |
| | |
Net Parent
Investment |
| |
Accumulated Other
Comprehensive Loss, Net of Tax |
| |
Total Parent’s
Equity |
| |||||||||
|
(In millions)
|
| |||||||||||||||||
Balance as of December 31, 2018
|
| | | $ | 681 | | | | | $ | (77) | | | | | $ | 604 | | |
Net loss
|
| | | | (31) | | | | | | — | | | | | | (31) | | |
Changes in other comprehensive loss | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | (1) | | | | | | (1) | | |
Net transfers from parent
|
| | | | 104 | | | | | | — | | | | | | 104 | | |
Balance as of December 31, 2019
|
| | | $ | 754 | | | | | $ | (78) | | | | | $ | 676 | | |
Net loss
|
| | | | (379) | | | | | | — | | | | | | (379) | | |
Changes in other comprehensive loss | | | | | | | | | | | | | | | | | | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | 26 | | | | | | 26 | | |
Net transfers from parent
|
| | | | 181 | | | | | | — | | | | | | 181 | | |
Balance as of December 31, 2020
|
| | | $ | 556 | | | | | $ | (52) | | | | | $ | 504 | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
Operating activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (379) | | | | | $ | (31) | | |
Adjustments to reconcile net loss to cash provided by (used in) operating activities
|
| | | | | | | | | | | | |
Depreciation
|
| | | | 46 | | | | | | 49 | | |
Amortization of stock-based compensation
|
| | | | 15 | | | | | | 11 | | |
Amortization of intangible assets
|
| | | | 5 | | | | | | 5 | | |
Currency loss on cash and cash equivalent
|
| | | | 1 | | | | | | — | | |
Other, net
|
| | | | (3) | | | | | | — | | |
Changes in operating assets and liabilities, net of effects from acquisitions:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | 266 | | | | | | (21) | | |
Prepaid expenses and other current assets
|
| | | | 10 | | | | | | (14) | | |
Accounts payable, merchant
|
| | | | (53) | | | | | | (1) | | |
Accounts payable, other and accrued expenses and other liabilities
|
| | | | 12 | | | | | | 7 | | |
Income taxes receivable, net
|
| | | | 1 | | | | | | (1) | | |
Deferred merchant bookings
|
| | | | (2) | | | | | | 1 | | |
Deferred revenue
|
| | | | — | | | | | | 1 | | |
Net cash (used in) provided by operating activities
|
| | | | (81) | | | | | | 6 | | |
Investing activities | | | | | | | | | | | | | |
Additions to property and equipment
|
| | | | (32) | | | | | | (38) | | |
Net cash used in investing activities
|
| | | | (32) | | | | | | (38) | | |
Financing activities | | | | | | | | | | | | | |
Net transfers from (to) parent
|
| | | | 161 | | | | | | 91 | | |
Due to related party
|
| | | | (40) | | | | | | 14 | | |
Net cash provided by financing activities
|
| | | | 121 | | | | | | 105 | | |
Effect of FX rate changes on cash and cash equivalents
|
| | | | 24 | | | | | | (3) | | |
Net increase in cash and cash equivalents
|
| | | | 32 | | | | | | 70 | | |
Cash and cash equivalents at beginning of period
|
| | | | 350 | | | | | | 280 | | |
Cash and cash equivalents at end of period
|
| | | $ | 382 | | | | | $ | 350 | | |
| | |
December 31
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
Reconciliation to amounts within the combined balance sheets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 363 | | | | | $ | 307 | | |
Restricted cash included in Other current assets
|
| | | | 19 | | | | | | 43 | | |
Cash, cash equivalents and restricted cash at end of period
|
| | | $ | 382 | | | | | $ | 350 | | |
| | |
Year ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
Revenue by Business Model | | | | | | | | | | | | | |
Merchant
|
| | | $ | 84 | | | | | $ | 194 | | |
Agency
|
| | | | 104 | | | | | | 403 | | |
Advertising, media and other
|
| | | | 2 | | | | | | 16 | | |
Total revenue
|
| | | $ | 190 | | | | | $ | 613 | | |
| | |
Year ended December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
Revenue by Geography | | | | | | | | | | | | | |
United States
|
| | | $ | 67 | | | | | $ | 216 | | |
All other countries
|
| | | | 123 | | | | | | 397 | | |
Total revenue
|
| | | $ | 190 | | | | | $ | 613 | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
Capitalized software development
|
| | | $ | 208 | | | | | $ | 188 | | |
Computer equipment
|
| | | | 20 | | | | | | 20 | | |
Furniture and other equipment
|
| | | | 6 | | | | | | 6 | | |
Buildings and leasehold improvements
|
| | | | 16 | | | | | | 14 | | |
| | | | | 250 | | | | | | 228 | | |
Less: accumulated depreciation
|
| | | | (197) | | | | | | (169) | | |
Property and equipment, net
|
| | | $ | 53 | | | | | $ | 59 | | |
| | |
(In millions)
|
| |||
Balance as of January 1, 2019
|
| | | $ | 122 | | |
Foreign currency translation
|
| | | | (2) | | |
Balance as of December 31, 2019
|
| | | | 120 | | |
Foreign currency translation
|
| | | | 8 | | |
Balance as of December 31, 2020
|
| | | $ | 128 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||||||||||||||||||||||||||
|
Cost
|
| |
Accumulated
Amortization |
| |
Net
|
| |
Cost
|
| |
Accumulated
Amortization |
| |
Net
|
| ||||||||||||||||||||
|
(In millions)
|
| |||||||||||||||||||||||||||||||||||
Customer relationships
|
| | | | 60 | | | | | | (53) | | | | | | 7 | | | | | | 58 | | | | | | (46) | | | | | | 12 | | |
Supplier relationships
|
| | | | 28 | | | | | | (28) | | | | | | — | | | | | | 27 | | | | | | (27) | | | | | | — | | |
Domain names
|
| | | | 21 | | | | | | (21) | | | | | | — | | | | | | 20 | | | | | | (19) | | | | | | 1 | | |
Other
|
| | | | 3 | | | | | | (3) | | | | | | — | | | | | | 2 | | | | | | (2) | | | | | | — | | |
Total
|
| | | $ | 112 | | | | | $ | (105) | | | | | $ | 7 | | | | | $ | 107 | | | | | $ | (94) | | | | | $ | 13 | | |
| | |
(In millions)
|
| |||
2021
|
| | | | 5 | | |
2022
|
| | | | 2 | | |
2023
|
| | | | — | | |
2024
|
| | | | — | | |
2025
|
| | | | — | | |
2026 and thereafter
|
| | | | — | | |
Total
|
| | | $ | 7 | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
Prepaid expense
|
| | | $ | 8 | | | | | $ | 16 | | |
Current deposits
|
| | | | 1 | | | | | | 2 | | |
Other current assets
|
| | | | 1 | | | | | | 1 | | |
Total
|
| | | $ | 10 | | | | | $ | 19 | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
Prepaid expense
|
| | | $ | 4 | | | | | $ | 4 | | |
Deposits
|
| | | | 5 | | | | | | 5 | | |
Total
|
| | | $ | 9 | | | | | $ | 9 | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
Salary and wage accruals
|
| | | $ | 33 | | | | | $ | 45 | | |
Restructure costs
|
| | | | 47 | | | | | | 9 | | |
Accrued sales tax liability
|
| | | | 3 | | | | | | 7 | | |
Lease liability
|
| | | | 9 | | | | | | 11 | | |
Other
|
| | | | 13 | | | | | | 11 | | |
Total
|
| | | $ | 105 | | | | | $ | 83 | | |
| | |
RSUs
|
| |
Options
|
| ||||||
|
(In thousands)
|
| |||||||||||
Balance as of January 1, 2019
|
| | | | 95 | | | | | | 605 | | |
Granted
|
| | | | 140 | | | | | | — | | |
Vested/Exercised
|
| | | | (29) | | | | | | (93) | | |
Cancelled
|
| | | | — | | | | | | — | | |
Balance as of December 31, 2019
|
| | | | 206 | | | | | | 512 | | |
Granted
|
| | | | 195 | | | | | | — | | |
Vested/Exercised
|
| | | | (83) | | | | | | (69) | | |
Cancelled
|
| | | | (1) | | | | | | — | | |
Balance as of December 31, 2020
|
| | | | 317 | | | | | | 443 | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
U.S.
|
| | | $ | (191) | | | | | $ | 26 | | |
Foreign
|
| | | | (181) | | | | | | (18) | | |
| | | | $ | (372) | | | | | $ | 8 | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
Current income tax expense: | | | | | | | | | | | | | |
Federal
|
| | | $ | — | | | | | $ | 19 | | |
State
|
| | | | — | | | | | | 3 | | |
Foreign
|
| | | | 6 | | | | | | 18 | | |
Current income tax expense:
|
| | | | 6 | | | | | | 40 | | |
Deferred income tax (benefit) expense: | | | | | | | | | | | | | |
Federal
|
| | | | 1 | | | | | | — | | |
State
|
| | | | — | | | | | | (1) | | |
Foreign
|
| | | | — | | | | | | — | | |
Deferred income tax (benefit) expense
|
| | | | 1 | | | | | | (1) | | |
Income tax expense
|
| | | $ | 7 | | | | | $ | 39 | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
Income tax (benefit) expense at the U.S. federal statutory rate of 21%
|
| | | $ | (78) | | | | | $ | 2 | | |
State taxes
|
| | | | (8) | | | | | | 2 | | |
Foreign branches
|
| | | | 5 | | | | | | 11 | | |
Foreign tax rate differential
|
| | | | (4) | | | | | | 2 | | |
Unrecognized tax benefits and related interest
|
| | | | 2 | | | | | | 4 | | |
Change in valuation allowance
|
| | | | 88 | | | | | | 13 | | |
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
U.S. federal research and development credit
|
| | | | (1) | | | | | | (2) | | |
Other, net
|
| | | | 1 | | | | | | 7 | | |
Stock Compensation (Net Shortfall)
|
| | | | — | | | | | | (1) | | |
Foreign Permanent Differences
|
| | | | 2 | | | | | | 1 | | |
Income tax expense
|
| | | $ | 7 | | | | | $ | 39 | | |
|
| | |
December 31,
|
| |||||||||
|
2020
|
| |
2019
|
| ||||||||
|
(In millions)
|
| |||||||||||
Deferred tax assets: | | | | | | | | | | | | | |
Provision for accrued expenses
|
| | | $ | 8 | | | | | $ | 12 | | |
Net operating loss and tax credit carryforwards
|
| | | | 153 | | | | | | 45 | | |
Stock-based compensation
|
| | | | 6 | | | | | | 4 | | |
Property and equipment
|
| | | | 4 | | | | | | 5 | | |
ROU Lease Liability
|
| | | | 1 | | | | | | 4 | | |
Other
|
| | | | (4) | | | | | | (11) | | |
Total deferred tax assets
|
| | | | 168 | | | | | | 59 | | |
Less valuation allowance
|
| | | | (155) | | | | | | (44) | | |
Net deferred tax assets
|
| | | $ | 13 | | | | | $ | 15 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Goodwill and intangible assets
|
| | | | (13) | | | | | | (13) | | |
ROU lease asset
|
| | | | (1) | | | | | | (3) | | |
Total deferred tax liabilities
|
| | | | (14) | | | | | | (16) | | |
Net deferred tax liability
|
| | | $ | (1) | | | | | $ | (1) | | |
| | |
2020
|
| |
2019
|
| ||||||
Balance, beginning of year
|
| | | $ | 6 | | | | | $ | 2 | | |
Increases to tax positions related to the current year
|
| | | | 2 | | | | | | 4 | | |
Increases to tax positions related to prior years
|
| | | | — | | | | | | — | | |
Decreases to tax positions related to prior years
|
| | | | (1) | | | | | | — | | |
Balance, end of year
|
| | | $ | 7 | | | | | $ | 6 | | |
| | |
Employee
Severance and Benefits |
| |||
| | |
(In millions)
|
| |||
Accrued liability as of January 1, 2019
|
| | | $ | — | | |
Charges
|
| | | | 11 | | |
Payments
|
| | | | (2) | | |
Non-cash items
|
| | | | — | | |
Accrued liability as of December 31, 2019
|
| | | $ | 9 | | |
Charges
|
| | | | 59 | | |
Payments
|
| | | | (21) | | |
Non-cash items
|
| | | | — | | |
Accrued liability as of December 31, 2020
|
| | | $ | 47 | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
|
(In millions)
|
| |||||||||||
Cash pooling and general financing activities
|
| | | $ | 112 | | | | | $ | — | | |
Sales to Parent
|
| | | | — | | | | | | 2 | | |
Purchases from Parent
|
| | | | (2) | | | | | | (3) | | |
Stock based compensation
|
| | | | 15 | | | | | | 12 | | |
Corporate allocations
|
| | | | 49 | | | | | | 54 | | |
Income tax expense
|
| | | | 7 | | | | | | 39 | | |
Net increase (decrease) in Net Parent Investment
|
| | | $ | 181 | | | | | $ | 104 | | |
| | |
Page
|
| |||
ARTICLE I
|
| ||||||
CERTAIN DEFINITIONS
|
| ||||||
| | | | C-8 | | | |
| | | | C-27 | | | |
| | | | C-28 | | | |
ARTICLE II
|
| ||||||
THE TRANSACTIONS; CLOSING
|
| ||||||
| | | | C-28 | | | |
| | | | C-30 | | | |
| | | | C-30 | | | |
| | | | C-32 | | | |
| | | | C-32 | | | |
| | | | C-33 | | | |
| | | | C-33 | | | |
| | | | C-36 | | | |
ARTICLE III
|
| ||||||
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
|
| ||||||
| | | | C-37 | | | |
| | | | C-37 | | | |
| | | | C-38 | | | |
| | | | C-39 | | | |
| | | | C-39 | | | |
| | | | C-40 | | | |
| | | | C-42 | | | |
| | | | C-42 | | | |
| | | | C-44 | | | |
| | | | C-45 | | | |
| | | | C-46 | | | |
| | | | C-47 | | | |
| | | | C-47 | | | |
| | | | C-47 | | | |
| | | | C-47 | | | |
| | | | C-48 | | | |
| | | | C-50 | | | |
| | | | C-50 | | | |
| | | | C-52 | | | |
| | | | C-52 | | | |
| | | | C-53 | | | |
| | | | C-53 | | | |
| | | | C-54 | | | |
| | | | C-54 | | |
| | |
Page
|
| |||
| | | | C-54 | | | |
| | | | C-54 | | | |
| | | | C-55 | | | |
| | | | C-55 | | | |
ARTICLE IV
|
| ||||||
REPRESENTATIONS AND WARRANTIES OF ACQUIROR
|
| ||||||
| | | | C-55 | | | |
| | | | C-55 | | | |
| | | | C-56 | | | |
| | | | C-58 | | | |
| | | | C-58 | | | |
| | | | C-58 | | | |
| | | | C-59 | | | |
| | | | C-59 | | | |
| | | | C-60 | | | |
| | | | C-60 | | | |
| | | | C-61 | | | |
| | | | C-61 | | | |
| | | | C-61 | | | |
| | | | C-61 | | | |
| | | | C-61 | | | |
| | | | C-62 | | | |
| | | | C-62 | | | |
| | | | C-62 | | | |
| | | | C-63 | | | |
| | | | C-64 | | | |
| | | | C-64 | | | |
ARTICLE V
|
| ||||||
COVENANTS OF THE COMPANY
|
| ||||||
| | | | C-64 | | | |
| | | | C-68 | | | |
| | | | C-68 | | | |
| | | | C-68 | | | |
| | | | C-69 | | | |
ARTICLE VI
|
| ||||||
COVENANTS OF ACQUIROR
|
| ||||||
| | | | C-69 | | | |
| | | | C-69 | | | |
| | | | C-70 | | | |
| | | | C-70 | | | |
| | | | C-70 | | | |
| | | | C-72 | | | |
| | | | C-72 | | |
| | |
Page
|
| |||
| | | | C-73 | | | |
| | | | C-74 | | | |
| | | | C-74 | | | |
| | | | C-75 | | | |
| | | | C-75 | | | |
| | | | C-75 | | | |
ARTICLE VII
|
| ||||||
JOINT COVENANTS
|
| ||||||
| | | | C-76 | | | |
| | | | C-78 | | | |
| | | | C-81 | | | |
| | | | C-81 | | | |
| | | | C-81 | | | |
| | | | C-81 | | | |
| | | | C-81 | | | |
| | | | C-81 | | | |
| | | | C-81 | | | |
| | | | C-82 | | | |
ARTICLE VIII
|
| ||||||
CONDITIONS TO OBLIGATIONS
|
| ||||||
| | | | C-82 | | | |
| | | | C-82 | | | |
| | | | C-83 | | | |
ARTICLE IX
|
| ||||||
TERMINATION/EFFECTIVENESS
|
| ||||||
| | | | C-83 | | | |
| | | | C-84 | | | |
ARTICLE X
|
| ||||||
MISCELLANEOUS
|
| ||||||
| | | | C-85 | | | |
| | | | C-85 | | | |
| | | | C-85 | | | |
| | | | C-86 | | | |
| | | | C-86 | | | |
| | | | C-86 | | | |
| | | | C-86 | | | |
| | | | C-86 | | | |
| | | | C-87 | | | |
| | | | C-87 | | | |
| | | | C-87 | | | |
| | | | C-87 | | | |
| | | | C-87 | | |
| | |
Page
|
| |||
| | | | C-88 | | | |
| | | | C-88 | | | |
| | | | C-88 | | | |
| | | | C-89 | | | |
| | | | C-90 | | | |
| | | | C-91 | | |
|
Exhibit A
Form of Certificate of Incorporation of Acquiror
|
| | | |
|
Exhibit B
Form of Bylaws of Acquiror
|
| | | |
|
Exhibit C
Form of Shareholders Agreement
|
| | | |
|
Exhibit D
Form of Incentive Equity Plan
|
| | | |
|
Exhibit E
Form of Employee Stock Purchase Plan
|
| | | |
|
Exhibit F
Form of Amended & Restated Company Memorandum of Association
|
| | | |
|
Exhibit G
Form of Amended & Restated Company Articles of Association
|
| | | |
|
Exhibit H
Form of Exchange Agreement
|
| | | |
|
Exhibit I
Form of Amended & Restated Registration Rights Agreement
|
| | | |
|
Exhibit J
Form of Acquiror Class B Common Stock Subscription Agreement
|
| | | |
|
Exhibit K
Form of Acquiror Subscribed Ordinary Shares Subscription Agreement
|
| | | |
|
Exhibit L
Form of Acquiror Class B Common Stock Distribution Agreement
|
| | | |
|
(a)
If to Acquiror to:
|
|
|
Apollo Strategic Growth Capital
9 West 57th Street, 43rd Floor New York, NY 10019 Attention: James Crossen |
|
|
with copies to (which shall not constitute notice):
|
|
|
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas New York, NY 10019-6064 Attn: Ross A. Fieldston; Brian M. Janson E-mail: rfieldston@paulweiss.com; bjanson@paulweiss.com |
|
|
(b)
If to the Company, to:
|
|
|
c/o GBT US LLC
General Counsel’s Office 666 Third Avenue New York, NY 10017 Attn: Eric J. Bock |
|
|
with copies to (which shall not constitute notice):
|
|
|
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West New York, New York 10001 Attn: Peter D. Serating; Thaddeus P. Hartmann E-mail: Peter.Serating@skadden.com; Thaddeus.Hartmann@skadden.com |
|
| | | | APOLLO STRATEGIC GROWTH CAPITAL | | |||
| | | | By: | | |
/s/ Sanjay Patel
Name: Sanjay Patel
Title: Chief Executive Officer |
|
| | | | GBT JERSEYCO LIMITED | | |||
| | | | By: | | |
/s/ Eric J. Bock
Name: Eric J. Bock
Title: Chief Legal Officer, Global Head of Mergers & Acquisitions and Corporate Secretary |
|
| | |
Page
|
| |||
| | | | D-5 | | | |
| | | | D-17 | | | |
| | | | D-17 | | | |
| | | | D-17 | | | |
| | | | D-17 | | | |
| | | | D-17 | | | |
| | | | D-18 | | | |
| | | | D-18 | | | |
| | | | D-18 | | | |
| | | | D-18 | | | |
| | | | D-19 | | | |
| | | | D-19 | | | |
| | | | D-19 | | | |
| | | | D-20 | | | |
| | | | D-20 | | | |
| | | | D-20 | | | |
| | | | D-21 | | | |
| | | | D-21 | | | |
| | | | D-21 | | | |
| | | | D-22 | | | |
| | | | D-22 | | | |
| | | | D-22 | | | |
| | | | D-23 | | | |
| | | | D-23 | | | |
| | | | D-24 | | | |
| | | | D-24 | | | |
| | | | D-24 | | | |
| | | | D-25 | | | |
| | | | D-25 | | | |
| | | | D-25 | | | |
| | | | D-26 | | | |
| | | | D-26 | | | |
| | | | D-26 | | | |
| | | | D-26 | | | |
| | | | D-26 | | | |
| | | | D-27 | | | |
| | | | D-28 | | | |
| | | | D-28 | | | |
| | | | D-28 | | | |
| | | | D-28 | | | |
| | | | D-28 | | | |
| | | | D-28 | | | |
| | | | D-29 | | |
| | |
Page
|
| |||
| | | | D-29 | | | |
| | | | D-29 | | | |
| | | | D-29 | | | |
| | | | D-29 | | | |
| | | | D-29 | | | |
| | | | D-29 | | | |
| | | | D-30 | | | |
| | | | D-30 | | | |
| | | | D-30 | | | |
| | | | D-30 | | | |
| | | | D-30 | | | |
| | | | D-30 | | | |
| | | | D-30 | | | |
| | | | D-31 | | | |
| | | | D-31 | | | |
| | | | D-31 | | | |
| | | | D-32 | | | |
| | | | D-32 | | | |
| | | | D-32 | | | |
| | | | D-32 | | | |
| | | | D-32 | | | |
| | | | D-34 | | | |
| | | | D-34 | | | |
| | | | D-34 | | | |
| | | | D-34 | | | |
| | | | D-35 | | | |
| | | | D-35 | | | |
| | | | D-35 | | | |
| | | | D-36 | | | |
| | | | D-36 | | | |
| | | | D-36 | | | |
| | | | D-36 | | | |
| | | | D-36 | | | |
| | | | D-37 | | | |
| | | | D-37 | | | |
| | | | D-37 | | | |
| | | | D-37 | | | |
| | | | D-38 | | | |
| | | | D-38 | | | |
| | | | D-38 | | | |
| | | | D-38 | | | |
| | | | D-39 | | |
| | |
Page
|
| |||
| | | | D-39 | | | |
| | | | D-39 | | | |
| | | | D-39 | | | |
| | | | D-39 | | | |
| | | | D-39 | | | |
| | | | D-40 | | | |
| | | | D-40 | | | |
| | | | D-40 | | | |
| | | | D-40 | | | |
| | | | D-40 | | | |
| | | | D-40 | | | |
| | | | D-41 | | | |
| | | | D-41 | | | |
| | | | D-41 | | | |
| | | | D-41 | | | |
| | | | D-42 | | | |
| | | | D-42 | | | |
| | | | D-42 | | | |
| | | | D-43 | | | |
| | | | D-43 | | | |
| | | | D-43 | | | |
| | | | D-43 | | | |
| | | | D-44 | | | |
| | | | D-44 | | | |
| | | | D-44 | | | |
| | | | D-44 | | | |
| | | | D-45 | | | |
| | | | D-45 | | |
| Schedules | | | | |
|
Schedule 2.1.3
Restricted Persons
|
| | ||
|
Schedule 3.1.1
Board of Directors as of the Effective Date
|
| | ||
|
Schedule 7.1.1
Existing Lines of Business
|
| | ||
|
Schedule 7.1.2
Exceptions to Restrictions on Certain Activities
|
| | ||
|
Schedule 9.1.3
Anti-Corruption of the Company
|
| | ||
|
Schedule 9.2.3
Anti-Corruption of each Shareholder
|
| | ||
|
Schedule 10.5
Addresses for Notices
|
| | ||
| Annex | | | | |
|
Annex A
Tax Residency Guidelines
|
| | ||
|
Annex B
Compliance Term Sheet
|
| |
| | | | GLOBAL BUSINESS TRAVEL GROUP, INC. | |
| | | |
By:
|
|
| | | |
Name:
Title: Address: Attn: Fax: |
|
| | | | GBT JERSEYCO LIMITED | |
| | | |
By:
|
|
| | | |
Name:
Title: Address: Attn: Fax: |
|
| | | | AMERICAN EXPRESS TRAVEL HOLDINGS NETHERLANDS COÖPERATIEF U.A. | |
| | | |
By:
|
|
| | | |
Name:
Title: Address: Attn: Fax: |
|
| | | | JUWEEL INVESTORS (SPC) LIMITED | |
| | | |
By:
|
|
| | | |
Name:
Title: Address: Attn: Fax: |
|
| | | | EG CORPORATE TRAVEL HOLDINGS LLC | |
| | | |
By:
|
|
| | | |
Name:
Title: Address: Attn: Fax: |
|
| | | | | H-7 | | | |
| | | | | H-7 | | | |
| | | | | H-10 | | | |
| | | | | H-11 | | | |
| 2 Shares | | | | | H-11 | | |
| | | | | H-11 | | | |
| | | | | H-12 | | | |
| | | | | H-12 | | | |
| | | | | H-12 | | | |
| | | | | H-12 | | | |
| | | | | H-13 | | | |
| | | | | H-13 | | | |
| | | | | H-13 | | | |
| | | | | H-13 | | | |
| | | | | H-13 | | | |
| | | | | H-13 | | | |
| | | | | H-13 | | | |
| | | | | H-13 | | | |
| | | | | H-14 | | | |
| | | | | H-14 | | | |
| | | | | H-14 | | | |
| | | | | H-14 | | | |
| | | | | H-14 | | | |
| | | | | H-15 | | | |
| | | | | H-15 | | | |
| | | | | H-15 | | | |
| | | | | H-15 | | | |
| | | | | H-15 | | | |
| | | | | H-15 | | | |
| | | | | H-16 | | | |
| | | | | H-16 | | | |
| | | | | H-16 | | | |
| | | | | H-16 | | | |
| | | | | H-16 | | | |
| | | | | H-16 | | | |
| | | | | H-16 | | | |
| | | | | H-17 | | | |
| | | | | H-17 | | | |
| | | | | H-17 | | | |
| | | | | H-17 | | |
| | | | | H-17 | | | |
| | | | | H-17 | | | |
| | | | | H-17 | | | |
| | | | | H-18 | | | |
| | | | | H-18 | | | |
| | | | | H-18 | | | |
| | | | | H-19 | | | |
| | | | | H-19 | | | |
| | | | | H-19 | | | |
| | | | | H-20 | | | |
| | | | | H-20 | | | |
| | | | | H-20 | | | |
| | | | | H-20 | | | |
| | | | | H-21 | | | |
| | | | | H-21 | | | |
| | | | | H-21 | | | |
| | | | | H-21 | | | |
| | | | | H-22 | | | |
| | | | | H-22 | | | |
| | | | | H-22 | | | |
| | | | | H-22 | | | |
| | | | | H-22 | | | |
| | | | | H-22 | | | |
| | | | | H-23 | | | |
| | | | | H-23 | | | |
| | | | | H-23 | | | |
| | | | | H-23 | | | |
| | | | | H-23 | | | |
| | | | | H-24 | | | |
| | | | | H-24 | | | |
| | | | | H-24 | | | |
| | | | | H-24 | | | |
| | | | | H-24 | | | |
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| | | | | H-32 | | | |
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| | | | | H-33 | | | |
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| | | | | H-33 | | | |
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| | | | | H-33 | | | |
| | | | | H-33 | | | |
| | | | | H-34 | | | |
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| | | | | H-35 | | | |
| | | | | H-35 | | | |
| | | | | H-35 | | | |
| | | | | H-35 | | | |
| 20 Minutes | | | | | H-36 | | |
| | | | | H-36 | | | |
| | | | | H-36 | | | |
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| | | | | H-37 | | | |
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| | | | | H-37 | | | |
| | | | | H-37 | | | |
| 24 Dividends | | | | | H-37 | | |
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| | | | | H-37 | | | |
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| 25 Seal | | | | | H-40 | | |
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| 27 Notices | | | | | H-41 | | |
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| | | | | H-45 | | |
Method for giving notice
|
| |
When deemed to be received
|
|
Personally | | | At the time and date of delivery | |
By leaving it at the Member’s registered address | | | At the time and date it was left | |
If the recipient has an address within the Island, by posting it by prepaid post to the street or postal address of that recipient | | | On the day after the day when it was posted | |
If the recipient has an address outside the Island, by posting it by prepaid airmail to the street or postal address of that recipient | | |
On the third day after the day when it was posted for an address within the United Kingdom, the Isle of Man, another Channel Island or Europe
On the fifth day after the day when it was posted for any other international address
|
|
By Electronic Record (other than publication on a website), to recipient’s Electronic address | | | On the day after the day when it was sent | |
Where these Articles expressly permit, by publication on a website (notice of general meetings and sending of accounts and reports) | | |
For notice of a general meeting of Members, at the time and date that the recipient is deemed to have received notice of the publication
For accounts and reports specified in Article 21.4, in accordance with Article 21.6
|
|
| | | | APOLLO STRATEGIC GROWTH CAPITAL | | |||
| | | | By: | | |
|
|
| | | | Name: | | | | |
| | | | Title: | | | | |
| | | | HOLDERS: | | |||
| | | | [ • ] | | | | |
| | | | By: | | |
|
|
| | | | Name: | | | | |
| | | | Title: | | | | |
|
THE COMPANY:
|
| | GLOBAL BUSINESS TRAVEL GROUP, INC. | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | ||
| | | | | | | Title: | | | ||
|
THE SUBSCRIBER:
|
| | GBT JERSEYCO LIMITED | | ||||||
| | | | By: | | |
|
| |||
| | | | | | | Name: | | | ||
| | | | | | | Title: | | |
|
THE COMPANY:
|
| | GBT JERSEYCO LIMITED | | |||
| | | |
By:
|
| |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
|
THE SUBSCRIBER:
|
| | GLOBAL BUSINESS TRAVEL GROUP, INC. | | |||
| | | |
By:
|
| |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
|
THE COMPANY:
|
| | GBT JERSEYCO LIMITED | | |||
| | | | By: | | |
Name:
Title: |
|
|
AMEX:
|
| | AMERICAN EXPRESS TRAVEL HOLDINGS NETHERLANDS COÖPERATIEF U.A. | | |||
| | | | By: | | |
Name:
Title: |
|
| | | | Address: | | |||
| | | | Email: | |
|
JUWEEL:
|
| | JUWEEL INVESTORS (SPC) LIMITED | | |||
| | | | By: | | |
Name:
Title: |
|
| | | | Address: | | | ||
| | | | Email: | | |
|
EXPEDIA:
|
| | EG CORPORATE TRAVEL HOLDINGS LLC | | |||
| | | | By: | | |
Name:
Title: |
|
| | | | Address: | | | ||
| | | | Email: | | |
|
Name
|
| |
Shares
|
| |||
|
American Express Travel Holdings Netherlands Coöperatief U.A.
|
| | | | [•] | | |
|
Juweel Investors (SPC) Limited
|
| | | | [•] | | |
|
EG Corporate Travel Holdings LLC
|
| | | | [•] | | |
| | | | APOLLO STRATEGIC GROWTH CAPITAL | | |||
| | | |
By:
|
| |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | SUBSCRIBER: | | |||
| | | |
By:
|
| |
|
|
| | | | | | | Name: | |
| | | | | | | Title: | |
| | | | Address for Notices: | | |||
| | | |
|
| |||
| | | |
|
| |||
| | | |
|
| |||
| | | |
ATTN:
|
| |||
| | | |
EMAIL:
|
| |||
| | | | Names in which shares are to be registered: | | |||
| | | |
|
|
| Number of Subscribed Shares subscribed for: | | | | ||||
| Price Per Subscribed Share: | | |
$10.00
|
| | | |
| Aggregate Purchase Price: | | |
$
|
| |
| | | | SPONSOR PARTIES: | | ||||||
| | | | APSG SPONSOR, L.P. | | ||||||
| | | | By: | | | AP Caps II Holdings GP, LLC, its general partner | | |||
| | | | By: | | | Apollo Principal Holdings III, L.P., its managing member | | |||
| | | | By: | | | Apollo Principal Holdings III GP, Ltd., its general partner | | |||
| | | | By: | | |
/s/ James Elworth
|
| |||
| | | | | | | Name: | | | James Elworth | |
| | | | | | | Title: | | | Vice President | |
| | | |
/s/ James Crossen
|
| ||||||
| | | | Name: | | | James Crossen | | | | |
| | | |
/s/ Mitch Garber
|
| ||||||
| | | | Name: | | | Mitch Garber | | | | |
| | | |
/s/ Sanjay Patel
|
| ||||||
| | | | Name: | | | Sanjay Patel | | | | |
| | | |
/s/ James H. Simmons
|
| ||||||
| | | | Name: | | | James H. Simmons III | | | | |
| | | |
/s/ Scott Kleinman
|
| ||||||
| | | | Name: | | | Scott Kleinman | | | | |
| | | |
/s/ Jennifer Fleiss
|
| ||||||
| | | | Name: | | | Jennifer Fleiss | | | | |
| | | | COMPANY: | | ||||||
| | | | GBT JERSEYCO LIMITED | | ||||||
| | | | By: | | |
/s/ Eric J. Bock
|
| |||
| | | | | | | Name: | | | Eric J. Bock | |
| | | | | | | Title: | | |
Chief Legal Officer, Global Head of
Mergers & Acquisitions and Corporate Secretary |
|
Sponsor Party & Sponsor Party’s Address
|
| |
Acquiror
Cayman Class A Ordinary Shares |
| |
Acquiror
Cayman Class B Ordinary Shares |
| |
Acquiror
Cayman Units |
| |
Acquiror
Cayman Warrants |
| ||||||||||||
Sponsor
|
| | | | 0 | | | | | | 20,345,250 | | | | | | 0 | | | | | | 12,224,134 | | |
Sanjay Patel
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
James Crossen
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Scott Kleinman
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Jennifer Fleiss
|
| | | | 0 | | | | | | 25,000 | | | | | | 0 | | | | | | 0 | | |
Mitch Garber
|
| | | | 0 | | | | | | 25,000 | | | | | | 0 | | | | | | 0 | | |
James H. Simmons III
|
| | | | 0 | | | | | | 25,000 | | | | | | 0 | | | | | | 0 | | |
ATTN: |
|
EMAIL: |
|
CLAUSE
|
| |
PAGE
|
| |||
| | | | Q-6 | | | |
| | | | Q-6 | | | |
| | | | Q-9 | | | |
| | | | Q-9 | | | |
| | | | Q-10 | | | |
| | | | Q-10 | | | |
| | | | Q-11 | | | |
| | | | Q-14 | | | |
| | | | Q-14 | | | |
| | | | Q-15 | | | |
| | | | Q-15 | | | |
| | | | Q-15 | | | |
| | | | Q-16 | | | |
| | | | Q-16 | | | |
| | | | Q-17 | | | |
| | | | Q-17 | | | |
| | | | Q-18 | | | |
| | | | Q-18 | | | |
| | | | Q-18 | | | |
| | | | Q-19 | | | |
| | | | Q-19 | | | |
| | | | Q-20 | | | |
| | | | Q-21 | | | |
| | | | Q-21 | | | |
| | | | Q-22 | | | |
| | | | Q-22 | | | |
| | | | Q-23 | | | |
| | | | Q-24 | | | |
| | | | Q-24 | | | |
| | | | Q-24 | | | |
| | | | Q-26 | | | |
| | | | Q-27 | | | |
| | | | Q-27 | | | |
| | | | Q-28 | | | |
| | | | Q-28 | | | |
| | | | Q-29 | | | |
| | | | Q-29 | | | |
| | | | Q-30 | | | |
| | | | Q-31 | | | |
| | | | Q-31 | | | |
| | | | Q-31 | | |
Shareholder & Shareholder’s
Address |
| |
Company
Voting Ordinary Shares |
| |
Company
Non-Voting Ordinary Shares |
| |
Company
Preferred Shares |
| |
Company
Profit Shares |
| |||||||||
American Express Travel Holdings
Netherlands Cooperatief U.A. Address: c/o American Express Company 200 Vesey Street New York, NY 10285 Attention: General Counsel / Chief Development Officer With a copy (which shall not constitute notice) to: CorpTransactionNotices@aexp.com |
| | | | 18,000,000 | | | |
0
|
| | | | 750,000 | | | | | | 0 | | |
Juweel Investors (SPC) Limited
Address: 350 Madison Avenue, 8th Floor New York, NY 10017 Attention: M. Gregory O’Hara |
| | | | 18,000,000 | | | |
8,413,972
|
| | | | 750,000 | | | | | | 800,000 | | |
EG Corporate Travel Holdings LLC
Address: 1111 Expedia Group Way W, Seattle, WA 98119 Attention: Adrian Esguerra M&ANotices@expediagroup.com |
| | | | 0 | | | |
8,413,972 (held
indirectly through Juweel Investors (SPC) Limited, via its Evergreen Segregated Portfolio) |
| | | | 0 | | | | | | 0 | | |
|
Exhibit No.
|
| |
Description
|
|
| 2.1† | | | Business Combination Agreement, dated as of December 2, 2021, by and between Apollo Strategic Growth Capital and GBT JerseyCo Limited (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex C). | |
| 3.1 | | | Amended and Restated Memorandum and Articles of Association of Apollo Strategic Growth Capital (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex Q). | |
| 3.2 | | | Form of Certificate of Incorporation of Global Business Travel Group, Inc. (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex A). | |
| 3.3 | | | Form of Bylaws of Global Business Travel Group, Inc. (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex B). | |
| 3.4 | | | Form of Fourth Amended & Restated Memorandum of Association of GBT JerseyCo Limited (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex G). | |
| 3.5 | | | Form of Third Amended & Restated Articles of Association of GBT JerseyCo Limited (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex H). | |
| 4.1 | | | Warrant Agreement, dated October 1, 2020, between Apollo Strategic Growth Capital and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to APSG’s current report on Form 8-K filed with the SEC on October 6, 2020). | |
| 5.1* | | | Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to the validity of the shares of Class A common stock and warrants. | |
| 8.1 | | | | |
| 10.1 | | | Form of Acquiror Subscribed Ordinary Shares Subscription Agreement (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex L). | |
| 10.2 | | | Form of Domesticated Acquiror Class B Common Stock Subscription Agreement (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex K). | |
| 10.3 | | | Form of PIPE Subscription Agreement (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex N). | |
| 10.4 | | | Form of Shareholders Agreement by and among by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and EG Corporate Travel Holdings LLC (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex D). | |
| 10.5 | | | Sponsor Support Agreement, dated as of December 2, 2021, by and among APSG Sponsor, L.P., certain directors and officers of Apollo Strategic Growth Capital and GBT JerseyCo Limited (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex O). | |
| 10.6 | | | Sponsor Side Letter, dated as of December 2, 2021, by and among Apollo Strategic Growth Capital, APSG Sponsor, L.P., certain directors and officers of Apollo Strategic Growth Capital and GBT JerseyCo Limited (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex P). | |
| 10.7 | | | Form of Exchange Agreement, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited and equityholders of GBT JerseyCo Limited (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex I). | |
| 10.8 | | | Form of 2022 Equity Incentive Plan (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex E). | |
| 10.9 | | | Form of Employee Stock Purchase Plan (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex F). | |
| 10.10 | | | Form of Amended & Restated Registration Rights Agreement to be entered into by and among Global Business Travel Group, Inc., APSG Sponsor, L.P. and the other parties thereto (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex J). | |
|
Exhibit No.
|
| |
Description
|
|
| 10.28* | | | Global Commercial Services Operating Agreement, dated as of by and between American Express Travel Related Services Company, Inc. and GBT Travel Services UK Limited (as assignee of GBT III B.V.), as amended. | |
| 10.29* | | | Travel & Lifestyle Services Operating Agreement, dated as of by and between American Express Travel Related Services Company, Inc. and GBT Travel Services UK Limited (as assignee of GBT III B.V.), as amended. | |
| 10.30 | | | | |
| 10.31† | | | | |
| 10.32 | | | Company Holders Support Agreement, dated as of December 2, 2021, by and among Apollo Strategic Growth Capital and the parties set forth on Schedule I thereto (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex S). | |
| 21.1 | | | | |
| 23.1 | | | | |
| 23.2 | | | | |
| 23.3 | | | | |
| 23.4* | | | Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included as part of Exhibit 5.1). | |
| 23.5 | | | | |
| 24.1 | | | | |
| 99.1 | | | | |
| 99.2 | | | | |
| 99.3 | | | | |
| 99.4 | | | | |
| 99.5 | | | | |
| 99.6 | | | | |
| 99.7 | | | | |
| 99.8 | | | | |
| 99.9 | | | | |
| 99.10 | | | | |
| 99.11 | | | | |
| 99.12 | | | | |
| 101.INS | | | XBRL Instance Document. | |
| 101.SCH | | | XBRL Taxonomy Extension Schema Document. | |
|
101.CAL
|
| | XBRL Taxonomy Extension Calculation Linkbase Document. | |
|
101.DEF
|
| | XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | | | XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | | | XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | | | Cover Page Interactive Data File (formatted as Inline XBRL). | |
| 107 | | | |
Exhibit 8.1
February 4, 2022
Apollo Strategic Growth Capital
9 West 57th Street 43rd Floor
New York, New York 10019
Re: United States Federal Income Tax Considerations
Ladies and Gentlemen:
We have acted as United States federal income tax counsel for Apollo Strategic Growth Capital, a Cayman Islands company (the “Company”), in connection with the Business Combination Agreement, dated as of December 2, 2021 (the “Business Combination Agreement”), by and among the Company and GBT JerseyCo Limited, which, among other things, provides for the Company’s domestication from a Cayman Islands exempted company to a Delaware corporation pursuant to Section 388 of the Delaware General Corporation Law, as amended, and Article 206 of the Cayman Islands Companies Law (2021 Revision) (the “Domestication”). This opinion is being delivered in connection with the Registration Statement (File No. 333-261820) of the Company on Form S-4 filed on December 21, 2021 with the Securities and Exchange Commission, as amended and supplemented through the date hereof (the “Registration Statement”). Capitalized terms not defined herein have the meanings specified in the Business Combination Agreement unless otherwise indicated.
2
In connection with this opinion, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of (i) the Business Combination Agreement, (ii) the Registration Statement, (iii) the representation letter of the Company delivered to us for purposes of this opinion (the “Representation Letter”) and (iv) such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein. We have not, however, undertaken any independent investigation of any factual matter set forth in any of the foregoing.
In rendering our opinion, we have assumed, without any independent investigation or examination thereof, that (i) the Domestication will be consummated in the manner described in the Registration Statement and the business combination will be consummated in the manner described in the Registration Statement and the Business Combination Agreement, each will be effective under applicable law, and none of the terms or conditions contained in either the Registration Statement or the Business Combination Agreement will be waived or modified, (ii) the facts relating to (A) the Domestication are accurately and completely reflected in the Registration Statement and (B) the business combination are accurately and completely reflected in the Registration Statement and the Business Combination Agreement, (iii) the Business Combination Agreement, Registration Statement and all documents described therein represent the entire understanding between the parties to the Business Combination Agreement with respect to the Domestication and related transactions, (iv) any representations made in the Representation Letter are true, complete and correct and will remain true, complete and correct at all times up to and including the effective time of the Domestication, (v) any representations made in the Representation Letter subject to qualification relating to the knowledge, belief, expectation or intent of any party are true, complete and correct and will remain true, complete and correct at all times up to and including the effective time of the Domestication, in each case, without such qualification and (vi) the Company will not take any position on any federal, state, or local income or franchise tax return, or take any other tax reporting position that is inconsistent with this opinion. Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy of the facts, information, covenants, representations and warranties set forth in the documents referred to above.
For purposes of our opinion, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or electronic copies, and the authenticity of the originals of such latter documents. We have assumed that the Business Combination Agreement and such other documents, certificates, and records are, and will continue to be, duly authorized, valid, and enforceable.
3
The opinion set forth below is based on the Internal Revenue Code of 1986, as amended (the “Code”), administrative rulings, judicial decisions, Treasury regulations and other applicable authorities, all as in effect on the effective date of the Registration Statement. The statutory provisions, regulations, and interpretations upon which our opinion is based are subject to change, and such changes could apply retroactively. Any change in law or the facts regarding the Domestication or any of the transactions related thereto, or any inaccuracy in the facts or assumptions on which we relied, could affect the continuing validity of the opinion set forth below. We assume no responsibility to inform you of any such changes or inaccuracy that may occur or come to our attention. The opinion set forth herein has no binding effect on the United States Internal Revenue Service (“IRS”) or the courts of the United States. No assurance can be given that, if the matter were contested, a court would agree with the opinion set forth herein.
Based upon the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein and in the Registration Statement under the heading “U.S. Federal Income Tax Considerations,” we are of the opinion that, for United States federal income tax purposes, the Domestication should qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. We express no opinion on any other potential U.S. federal income tax consequences of the Domestication (including tax consequences pursuant to Section 367 of the Code or the passive foreign investment company rules).
Except as set forth above, we express no opinion as to the tax consequences to any party, whether federal, state, local or foreign, of any transactions related to the Domestication or contemplated by the Business Combination Agreement and this opinion may not be relied upon except with respect to the consequences specifically discussed herein. Furthermore, our opinion is based on current U.S. federal income tax law and administrative practice, and we do not undertake to advise you as to any changes after the date hereof of the Domestication in U.S. federal income tax law that may affect our opinion. In addition, there can be no assurance that changes in the law will not take place which could affect the U.S. federal income tax consequences of the Domestication or that contrary positions may not be taken by the IRS. To the extent any of the representations, warranties, statements and assumptions material to our opinion and upon which we have relied are not accurate and complete in all material respects at all the relevant times, our opinion would be adversely affected and should not be relied upon.
We are furnishing this letter in our capacity as United States federal income tax counsel to the Company. This opinion has been prepared in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent.
We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “U.S. Federal Income Tax Considerations” and “Legal Matters” contained in the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder.
Very truly yours, | |
/s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP | |
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the use in this Prospectus constituting a part of this Registration Statement on Amendment No.1 to Form S-4 of our report dated June 21, 2021, except for the effects of the restatement disclosed in Note 2, as to which the date is November 26, 2021, relating to the financial statements of Apollo Strategic Growth Capital, which is contained in that Prospectus. We also consent the reference to
our Firm under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC |
New York, New York
February 4, 2022
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated December 21, 2021, with respect to the consolidated financial statements and financial statement schedule II of GBT JerseyCo Limited, included herein and to the reference to our firm under the heading “Experts” in the prospectus.
/s/ KPMG LLP
New York, New York
February 4, 2022
1
Exhibit 23.3
Consent of Independent Accounting Firm
We consent to the reference to our firm under the caption "Experts" and to the use of our report dated July 16, 2021, with respect to the combined financial statements of Egencia included in the Registration Statement and related Preliminary Proxy Statement/Prospectus of Apollo Strategic Growth Capital.
/s/ Ernst & Young, LLP
Seattle, Washington
February 4, 2022
Exhibit 99.1
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Preliminary - subject to completion FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF APOLLO STRATEGIC GROWTH CAPITAL THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Sanjay Patel and James Crossen (the “Proxies”), and each of them independently, with full power of substitution, as proxies to vote all of the ordinary shares of Apollo Strategic Growth Capital (“APSG”), a Cayman Islands exempted company, that the undersigned is entitled to vote (the “Shares”) at the Extraordinary General Meeting of shareholders of APSG to be held on [•] at 9:00 a.m. Eastern Time, at the offices of Walkers (190 Elgin Avenue, George Town, Grand Cayman KY1-9001, Cayman Islands) (the “Extraordinary General Meeting”), and at any adjournments and/or postponements thereof. The undersigned acknowledges receipt of the enclosed proxy statement and revokes all prior proxies for said meeting. Capitalized terms used but not defined herein have the meanings given to them in the enclosed proxy statement. Notwithstanding the order in which the proposals are set out herein, APSG may put the below proposals in such order as it may determine at the Extraordinary General Meeting. You may attend the Extraordinary General Meeting via live webcast by visiting https://www.cstproxy.com/apsg/2022, or telephonically by dialing (800) 450-7155 (within the U.S. and Canada) and (857) 999-9155 (outside the U.S. and Canada), conference ID: 3040979#. THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1 THROUGH 7. PLEASE MARK, SIGN, DATE, AND RETURN THE PROXY CARD PROMPTLY. (Continued and to be marked, dated and signed on reverse side) P R O X Y Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on [•]. This notice of Extraordinary General Meeting and the accompanying Proxy Statement are available at: [•] |
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Please mark vote as indicated in this example X Apollo Strategic Growth Capital — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 THROUGH 7. FOR AGAINST ABSTAIN Proposal No. 1 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal is approved and adopted, the change of APSG’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication” and such proposal, the “Domestication Proposal”); Proposal No. 2 — The Amendment Proposal — to consider and vote upon a proposal to approve by special resolution under Cayman Islands law, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the Acquiror Delaware Certificate, which, if approved, would take effect substantially concurrently with the effectiveness of the Domestication; Proposal Nos. 2A through 2K — The Unbundling Precatory Proposals — to approve, on a non-binding advisory basis, certain governance provisions in the Acquiror Delaware Certificate, which are being presented separately in accordance with United States Securities and Exchange Commission guidance to give stockholders the opportunity to present their separate views on important corporate governance provisions, as eleven sub-proposals; Proposal No. 2A — to increase the authorized share capital from 361,000,000 shares consisting of 300,000,000 Acquiror Class A Ordinary Shares, 60,000,000 Acquiror Class B Ordinary Shares, and 1,000,000 undesignated preferred shares, par value $0.00005 per share, to authorized capital stock of shares, consisting of (i) 3,000,000,000 shares of Domesticated Acquiror Class A Common Stock, (ii) 3,000,000,000 shares of Domesticated Acquiror Class B Common Stock, (iii) 20,420,250 shares of Domesticated Acquiror Class X Common Stock and (iv) 10,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”); Proposal No. 2B — to provide that the Acquiror Delaware Certificate may be amended, altered or repealed by the affirmative vote of the holders of at least 66 2/3% of all the then outstanding shares of stock entitled to vote, voting together as a single class in addition to any other vote required by the Acquiror Delaware Certificate or otherwise required by law; Proposal No. 2C — to provide that (i) each holder of record of Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock and Domesticated Acquiror Class X Common Stock (solely prior to the automatic conversion thereof to shares of Domesticated Acquiror Class A Common Stock upon the Closing) will be entitled to vote on the election or removal of directors, voting together as a single class, (ii) any vacancy on the board of directors shall be filled by the affirmative vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, or by the stockholders at a special meeting of the stockholders called by or at the direction of the board of directors for such purpose and (iii) any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) may be removed only for cause and only upon the affirmative vote of the holders of at least 662/3% in voting power of all the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class; Proposal No. 2D — to elect not to be governed by Section 203 of the DGCL; Proposal No. 2E — to provide that the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction, another state or federal court located within the State of Delaware, shall be the exclusive forum for certain actions and claims; Proposal No. 2F — to provide that each holder of record of Domesticated Acquiror Class A Common Stock, Domesticated Acquiror Class B Common Stock and Domesticated Acquiror Class X Common Stock (solely prior to the automatic conversion thereof to shares of Domesticated Acquiror Class A Common Stock upon the Closing) be entitled to one vote per share on all matters which stockholders generally are entitled to vote; Proposal No. 2G — to provide that subject to applicable law and the rights of any holders of outstanding Preferred Stock, (i) each holder of Domesticated Acquiror Class A Common Stock and Domesticated Acquiror Class X Common Stock (solely prior to the automatic conversion thereof to shares of Domesticated Acquiror Class A Common Stock upon the Closing) shall be entitled to receive, ratably with the other participating shares, such dividends and other distributions as may from time to time be declared by the PubCo Board, (ii) holders of Domesticated Acquiror Class B Common Stock shall not be entitled to receive dividends or other distributions, except that, in the case of a liquidation, dissolution or winding up of PubCo, holders of Domesticated Acquiror Class B Common Stock shall have the right to receive their ratable share of PubCo’s remaining assets, up to the par value of such shares of Domesticated Acquiror Class B Common Stock and (iii) dividends may be declared on any one class of common stock payable in additional shares of such class if and only if, substantially concurrently therewith, like dividends are declared on each other class of common stock payable in additional shares of such other class at the same rate per share; Proposal No. 2H — to eliminate various provisions in the Existing Organizational Documents applicable only to blank check companies, including the provisions requiring that APSG have net tangible assets of at least $5,000,001 immediately prior to, or upon such consummation of, a business combination; Proposal No. 2I — to restrict holders of Domesticated Acquiror Class B Common Stock from transferring their shares of Domesticated Acquiror Class B Common Stock unless such holder also transfers an equal number of Opco B Ordinary Shares in accordance with the GBT Amended & Restated M&A; Proposal No. 2J — to allow PubCo, subject to the terms of the Business Combination Agreement, the Acquiror Delaware Certificate and the Acquiror Delaware Bylaws, to take all such actions as are contemplated by the Business Combination Agreement to cause the issuance of its equity securities as called for by the Egencia Equity Contribution Agreement and in accordance with the Acquiror Delaware Certificate, including any issuances, redemptions and cancellations and/or adjustments for no consideration; Proposal No. 2K — to require PubCo to issue, reserve for issuance, cancel and/or redeem certain of its equity securities in accordance with the terms of the Exchange Agreement; Proposal No. 3 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law and adopt, assuming the Domestication Proposal and Amendment Proposal are approved, the Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”), dated as of December 2, 2021, by and between APSG and GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (“GBT”), and the transactions contemplated thereby, including any future exchanges under the Exchange Agreement (the “Business Combination Proposal”). Upon consummation of the transactions contemplated by the Business Combination Agreement, including the Domestication, PubCo will own all of the voting shares of GBT; Proposal No. 4 — The Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Amendment Proposal and the Business Combination Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the New York Stock Exchange, the issuance of Domesticated Acquiror Class A Common Stock to the PIPE Investors (as defined below) pursuant to the PIPE Subscription Agreements (as defined below) (the “Issuance Proposal”); Proposal No. 5 —The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Amendment Proposal, the Business Combination Proposal and the Issuance Proposal are approved and adopted, the Global Business Travel Group, Inc. 2022 Equity Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex E (the “Equity Incentive Plan Proposal”); Proposal No. 6 — The ESPP Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law, assuming the Domestication Proposal, the Amendment Proposal, the Business Combination Proposal, the Issuance Proposal, and the Equity Incentive Plan Proposal are approved and adopted, the Global Business Travel Group, Inc. Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to this proxy statement/prospectus as Annex F (the “ESPP Proposal” and, collectively with the Business Combination Proposal, the Domestication Proposal, the Amendment Proposal (excluding the Unbundling Precatory Proposals), the Issuance Proposal and the Equity Incentive Plan Proposal, the “Condition Precedent Proposals”); and Proposal No. 7 — The Adjournment Proposal — if put to the meeting, to consider and vote upon a proposal to approve by ordinary resolution under Cayman Islands law the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the proxies held at the time of the Special Meeting, any of the Condition Precedent Proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (the “Adjournment Proposal”). Dated: , 2022 Signature (Signature if held Jointly) When Shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or another authorized officer. If a partnership, please sign in partnership name by an authorized person. The Shares represented by the proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this proxy will be voted FOR each of Proposals 1 through 7. If any other matters properly come before the meeting, unless such authority is withheld on this proxy card, the Proxies will vote on such matters in their discretion. FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN |
Exhibit 99.12
CONSENT OF HOULIHAN LOKEY CAPITAL, INC.
February 4, 2022
Apollo Strategic Growth Capital
9 West 57th Street, 43rd Floor
New York, NY 10019
Attn: Board of Directors
RE: | Proxy Statement / Prospectus of Apollo Strategic Growth Capital (“APSG”) which forms part of Amendment No. 1 to the Registration Statement on Form S-4 of APSG (the “Registration Statement”). |
Dear Members of the Board of Directors:
Reference is made to our opinion letter (“opinion”), dated December 2, 2021, to the Board of Directors (the “Board”) of APSG. We understand that APSG has determined to include our opinion in the Proxy Statement / Prospectus of APSG (the “Proxy Statement/Prospectus”) included in the above referenced Amendment No. 1 to the Registration Statement.
Our opinion was provided for the Board (in its capacity as such) in connection with its consideration of the transaction contemplated therein and may not be used, circulated, quoted or otherwise referred to for any other purpose, nor is it to be filed with, included in or referred to in whole or in part in any registration statement, proxy statement or any other document, except, in each instance, in accordance with our prior written consent. In that regard, we hereby consent to the reference to our opinion in the Proxy Statement/Prospectus included in Amendment No. 1 to the Registration Statement filed with the Securities and Exchange Commission as of the date hereof under the captions “QUESTIONS AND ANSWERS About the Business Combination and the Special Meeting,” “SUMMARY — Opinion of the Financial Advisor to APSG,” “THE BUSINESS COMBINATION PROPOSAL —Background to the Business Combination,” “THE BUSINESS COMBINATION PROPOSAL — The APSG Board’s Reasons for Approval of the Business Combination,” and “THE BUSINESS COMBINATION PROPOSAL — Opinion of the Financial Advisor to APSG” and to the inclusion of our opinion as Annex R to the Proxy Statement / Prospectus. Notwithstanding the foregoing, it is understood that this consent is being delivered solely in connection with the filing of the above-mentioned Amendment No. 1 to the Registration Statement as of the date hereof and that our opinion is not to be filed with, included in or referred to in whole or in part in any other registration statement (including any other amendments to the above-mentioned Registration Statement), proxy statement or any other document, except, in each instance, in accordance with our prior written consent.
In giving such consent, we do not thereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “expert” as used in, or that we come within the category of persons whose consent is required under, the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Houlihan Lokey Capital, Inc.
HOULIHAN LOKEY CAPITAL, INC.
Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
Apollo Strategic Growth Capital
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title |
Fee
Calculation or
Carry Forward Rule |
Amount
Registered(5) |
Proposed
Maximum Offering Price Per Unit |
Maximum
Aggregate Offering Price |
Fee Rate |
Amount
of
Registration Fee |
||||||||||||||||||||
Fees Previously Paid | Equity |
Domesticated Acquiror
Class A Common Stock(1) |
457(f)(1) | 102,101,250 | $ | 9.90 | (6) | $ | 1,010,802,375.00 | .0000927 | $ | 93,701.38 | |||||||||||||||
Fees Previously Paid | Equity |
Domesticated Acquiror
Class A Common Stock issuable upon exercise of warrants(2) |
457(g) | 39,451,134 | $ | 11.50 | (7) | $ | 453,688,041.00 | .0000927 | $ | 42,056.88 | |||||||||||||||
Equity |
Domesticated Acquiror
Warrants to purchase Domesticated Acquiror Class A Common Stock(3) |
457(g) | 39,451,134 | – | – | – | – | (9) | |||||||||||||||||||
Fees Previously Paid | Equity |
Domesticated Acquiror
Class A Common Stock issuable upon exercise of options(4) |
457(h) | 36,663,742 | $ | 7.850 | (8) | $ | 287,810,374.70 | .0000927 | $ | 26,680.02 | |||||||||||||||
Total Offering
Amounts |
$ | 1,752,300,790.7 | $ | 162,438.28 | |||||||||||||||||||||||
Total Fees Previously
Paid |
$ | 162,107.01 | |||||||||||||||||||||||||
Net Fee Due | $ | 331.27 |
(1) | The number of shares of Class A common stock of Global Business Travel Group, Inc. (“Domesticated Acquiror Class A Common Stock”) being registered includes (i) 81,681,000 Apollo Strategic Growth Capital (“APSG”) Class A ordinary shares (“Acquiror Cayman Class A Ordinary Shares”) that were sold pursuant to APSG’s Registration Statement on Form S-1 (File No. 333-248847) each of which will automatically convert into shares of Domesticated Acquiror Class A Common Stock in the Domestication and remain outstanding following the contemplated business combination (the “Business Combination”) and (ii) 20,420,250 shares of APSG Class B ordinary shares that will automatically convert into shares of Global Business Travel Group, Inc. Class X common stock in the Domestication, which such shares will then automatically convert into shares of Domesticated Acquiror Class A Common Stock in connection with the consummation of the Business Combination and related transactions between APSG and GBT JerseyCo Limited. |
(2) | Represents shares of Domesticated Acquiror Class A Common Stock to be issued upon the exercise of (i) 27,227,000 redeemable warrants to purchase Acquiror Cayman Class A Ordinary Shares (“Acquiror Cayman Public Warrants”) that were registered pursuant to the above referenced registration statement and offered by APSG in its initial public offering (the “IPO”) and (ii) 12,224,134 warrants to purchase Acquiror Cayman Class A Ordinary Shares that were issued in a private placement concurrently with the IPO and related overallotment (“Acquiror Cayman Private Placement Warrants” and, together with the Acquiror Cayman Public Warrants, the “Acquiror Cayman Warrants”). The Acquiror Cayman Warrants will automatically be converted by operation of law into warrants to acquire shares of Domesticated Acquiror Class A Common Stock (“Domesticated Acquiror Warrants”) as a result of the Domestication. |
(3) | The number of Domesticated Acquiror Warrants being registered represents (i) 27,227,000 Acquiror Cayman Public Warrants and (ii) 12,224,134 Acquiror Cayman Private Placement Warrants. |
(4) | Represents shares of Domesticated Acquiror Class A Common Stock to be issued upon the exercise of 36,663,742 options to purchase Domesticated Acquiror Class A Common Stock that are expected to be outstanding at Closing. |
(5) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued as a result of share splits, share dividends or similar transactions. |
(6) | Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Acquiror Cayman Class A Ordinary Shares on the New York Stock Exchange on February 1, 2022 ($9.90 per share), in accordance with Rule 457(f)(1). |
(7) | Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants. |
(8) | Calculated pursuant to Rule 457(h) of the Securities Act and based upon the anticipated weighted average exercise price per option. |
(9) | No separate registration fee is required pursuant to Rule 457(g) under the Securities Act. |
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