|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
4700
(Primary Standard Industrial
Classification Code Number) 666 3rd Avenue, 4th Floor New York, NY 10017 Telephone: (212) 679-1600 |
| |
98-0598290
(I.R.S. Employer
Identification No.) |
|
|
Gregory A Fernicola, Esq.
Peter D. Serating, Esq. Skadden, Arps, Slate, Meagher & Flom LLP One Manhattan West New York, NY 10001-8602 Telephone: (212) 735-3000 |
| |
Christian O. Nagler, Esq.
Kirkland & Ellis LLP 601 Lexington Avenue New York, NY 10022 Telephone: (212) 446-4800 |
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Large accelerated filer
☐
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☐
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Emerging growth company
☒
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| | | | F-1 | | | |
| | | | A-1 | | | |
| | | | II-1 | | |
Name
|
| |
Aggregate Number
of Public Warrants Beneficially Owned |
| |
Percentage of Public
Warrants Beneficially Owned(1) |
| |
Aggregate Number
of Private Placement Warrants Beneficially Owned |
| |
Percentage of
Private Placement Warrants Beneficially Owned(1) |
| ||||||||||||
APSG Sponsor, L.P.
|
| | | | — | | | | | | —% | | | | | | 12,224,134 | | | | | | 100% | | |
Eric J. Bock
|
| | | | 10,000 | | | | | | *% | | | | | | — | | | | | | —% | | |
($ in millions, except share and per share data)
|
| |
GBTG
(Historical) |
| |
Apollo
Strategic Growth Capital (YTD March 31, 2022) |
| |
Apollo
Strategic Growth Capital (Mgt accounts/ estimate) |
| |
Apollo
Strategic Growth Capital (YTD May 27, 2022) |
| |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| ||||||||||||||||||
Revenue
|
| | | $ | 836 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 836 | | |
Costs and expenses:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue (excluding depreciation and amortization shown separately below)
|
| | | | 372 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 372 | | |
Sales and marketing
|
| | | | 154 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 154 | | |
Technology and content
|
| | | | 185 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 185 | | |
General and administrative
|
| | | | 154 | | | | | | 1 | | | | | | 1 | | | | | | 2 | | | | | | — | | | | | | | | | 156 | | |
Restructuring charges
|
| | | | (3) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (3) | | |
Depreciation and amortization
|
| | | | 89 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 89 | | |
Total operating expenses
|
| | | | 951 | | | | | | 1 | | | | | | 1 | | | | | | 2 | | | | | | — | | | | | | | | | 953 | | |
Operating loss
|
| | | | (115) | | | | | | (1) | | | | | | (1) | | | | | | (2) | | | | | | — | | | | | | | | | (117) | | |
Interest (expense) income
|
| | | | (43) | | | | | | — | | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | | | | (42) | | |
Fair value movement on earnouts and warrants derivative liabilities
|
| | | | 36 | | | | | | (4) | | | | | | — | | | | | | (4) | | | | | | (9) | | | |
3(ee)
|
| | | | 23 | | |
Other income, net
|
| | | | 2 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | 2 | | |
Loss before income taxes and share of loss from equity method investments
|
| | | | (120) | | | | | | (5) | | | | | | — | | | | | | (5) | | | | | | (9) | | | | | | | | | (134) | | |
Benefit from income taxes
|
| | | | 29 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |
3(bb)
|
| | | | 29 | | |
Share of losses from equity method
investments |
| | | | (2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (2) | | |
Net loss
|
| | | | (93) | | | | | | (5) | | | | | | — | | | | | | (5) | | | | | | (9) | | | | | | | | | (107) | | |
Net (loss) income attributable to noncontrolling interests in subsidiaries
|
| | | | (114) | | | | | | — | | | | | | — | | | | | | — | | | | | | 16 | | | | | | | | | (98) | | |
Net income (loss) attributable to the
Company |
| | | $ | 21 | | | | | $ | (5) | | | | | | — | | | | | $ | (5) | | | | | $ | (25) | | | | | | | | $ | (9) | | |
Earnings per share attributable to the shareholders of the Company’s Class A Common Stock – Basic:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average number of Class A Common
Stock outstanding |
| | | | 48,867,969 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 59,717,012 | | |
Loss per share
|
| | | $ | 0.44 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (0.15) | | |
Earnings per share attributable to the shareholders of the Company’s Class A Common Stock – Diluted:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average number of Class A Common
Stock outstanding |
| | | | 444,320,221 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 455,169,264 | | |
Loss per share
|
| | | $ | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (0.24) | | |
Weighted average shares outstanding of Class A ordinary shares
|
| | | | | | | | | | 81,681,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share,
Class A |
| | | | | | | | | $ | (0.05) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class B ordinary share
|
| | | | | | | | | | 20,420,250 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per share, Class B
|
| | | | | | | | | $ | (0.05) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
($ in millions, except share and per
share data) |
| |
GBT
JerseyCo Limited (Historical) |
| |
Egencia
Historical- YTD Sep 2021 |
| |
Egencia
Historical- Oct 2021 (Mgt accounts/ estimate) |
| |
Egencia
Historical- YTD Oct 2021 |
| |
Egencia
Acquisition Adjustments |
| | | | |
GBT
JerseyCo Limited Combined (Historical) |
| |
Apollo
Strategic Growth Capital (Historical) |
| |
Transaction
Accounting Adjustments |
| | | | |
Pro Forma
Combined |
| |||||||||||||||||||||||||||
Revenue
|
| | | $ | 763 | | | | | $ | 123 | | | | | $ | 25 | | | | | $ | 148 | | | | | $ | (22) | | | |
2(i)
|
| | | $ | 889 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | 889 | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue (excluding depreciation and amortization shown separately below)
|
| | | | 477 | | | | | | 112 | | | | | | 19 | | | | | | 131 | | | | | | — | | | | | | | | | 608 | | | | | | — | | | | | | — | | | | | | | | | 608 | | |
Sales and marketing
|
| | | | 201 | | | | | | 86 | | | | | | 7 | | | | | | 93 | | | | | | — | | | | | | | | | 294 | | | | | | — | | | | | | — | | | | | | | | | 294 | | |
Technology and content
|
| | | | 264 | | | | | | 53 | | | | | | 4 | | | | | | 57 | | | | | | — | | | | | | | | | 321 | | | | | | — | | | | | | — | | | | | | | | | 321 | | |
General and administrative
|
| | | | 213 | | | | | | 33 | | | | | | 2 | | | | | | 35 | | | | | | (6) | | | |
2(ii)
|
| | | | 242 | | | | | | 13 | | | | | | 2 | | | |
3(ff)
|
| | | | 257 | | |
Restructuring charges
|
| | | | 14 | | | | | | 9 | | | | | | — | | | | | | 9 | | | | | | — | | | | | | | | | 23 | | | | | | — | | | | | | — | | | | | | | | | 23 | | |
Depreciation and amortization
|
| | | | 154 | | | | | | 36 | | | | | | 4 | | | | | | 40 | | | | | | 2 | | | |
2(iii)
|
| | | | 196 | | | | | | — | | | | | | — | | | | | | | | | 196 | | |
Total operating expenses
|
| | | | 1,323 | | | | | | 329 | | | | | | 36 | | | | | | 365 | | | | | | (4) | | | | | | | | | 1,684 | | | | | | 13 | | | | | | 2 | | | | | | | | | 1,699 | | |
Operating loss
|
| | | | (560) | | | | | | (206) | | | | | | (11) | | | | | | (217) | | | | | | (18) | | | | | | | | | (795) | | | | | | (13) | | | | | | (2) | | | | | | | | | (810) | | |
Interest income
|
| | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | 1 | | | | | | — | | | | | | — | | | | | | | | | 1 | | |
Interest expense
|
| | | | (53) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (53) | | | | | | — | | | | | | — | | | | | | | | | (53) | | |
Loss on early extinguishment of debt
|
| | | | (49) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (49) | | | | | | — | | | | | | — | | | | | | | | | (49) | | |
Other income (expense), net
|
| | | | 8 | | | | | | 2 | | | | | | — | | | | | | 2 | | | | | | — | | | | | | | | | 10 | | | | | | — | | | | | | (11) | | | |
3(aa)
|
| | | | (1) | | |
Change in fair value of derivative
warrants |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | — | | | | | | 19 | | | | | | (19) | | | |
3(ee)
|
| | | | — | | |
Loss before income taxes and share
of loss from equity method investments |
| | | | (653) | | | | | | (204) | | | | | | (11) | | | | | | (215) | | | | | | (18) | | | | | | | | | (886) | | | | | | 6 | | | | | | (32) | | | | | | | | | (912) | | |
Benefit from income taxes
|
| | | | 186 | | | | | | 2 | | | | | | — | | | | | | 2 | | | | | | 5 | | | |
2(iv)
|
| | | | 193 | | | | | | — | | | | | | 2 | | | |
3(bb)
|
| | | | 195 | | |
Share of losses from equity method investments
|
| | | | (8) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (8) | | | | | | — | | | | | | — | | | | | | | | | (8) | | |
Net loss
|
| | | $ | (475) | | | | | | (202) | | | | | | (11) | | | | | | (213) | | | | | $ | (13) | | | | | | | | $ | (701) | | | | | $ | 6 | | | | | $ | (30) | | | | | | | | $ | (725) | | |
Net (loss) attributable to noncontrolling interests in subsidiaries
|
| | | | (2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (2) | | | | | | — | | | | | | (614) | | | |
3(cc)
|
| | | | (616) | | |
Net (loss) income attributable to the Company
|
| | | | (473) | | | | | | (202) | | | | | | (11) | | | | | | (213) | | | | | | (13) | | | | | | | | | (699) | | | | | | 6 | | | | | | 584 | | | | | | | | | (109) | | |
Legacy GBT preferred shares dividend
|
| | | | (10) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | (10) | | | | | | — | | | | | | 10 | | | |
3(dd)
|
| | | | — | | |
Net (loss) income attributable to the Company’s ordinary shareholders
|
| | | | (483) | | | | | | (202) | | | | | | (11) | | | | | | (213) | | | | | | (13) | | | | | | | | | (709) | | | | | | 6 | | | | | | 594 | | | | | | | | | (109) | | |
Earnings per share attributable to
the shareholders of the Company’s ordinary shares |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average number of
ordinary shares outstanding – Basic and Diluted |
| | | | 37,406,171 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loss per share – Basic and Diluted
|
| | | $ | (12.91) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average number of Class A Common Stock outstanding – Basic and Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 59,717,012 | | |
Loss per share – Basic and Diluted
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | (1.83) | | |
Weighted average shares outstanding of Class A ordinary shares
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 81,681,000 | | | | | | | | | | | | | | | | | |
Basic and diluted net income per
share, Class A |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 0.06 | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of Class B ordinary share
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 20,420,250 | | | | | | | | | | | | | | | | | |
Basic and diluted net income per share, Class B
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 0.06 | | | | | | | | | | | | | | | | | |
($ in millions, except as stated otherwise)
|
| |
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 amortization of identifiable acquired intangible asset
|
| | | | | | | | | | | | | | | | 41 | | |
| | |
Assuming Exchange of All Warrants
|
| |||||||||
($ in millions, except share and per share data)
|
| |
Year Ended
December 31, 2021 |
| |
Six Months
Ended June 30, 2022 |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net (loss) attributed to the Company
|
| | | | (109) | | | | | | (9) | | |
Effect of assumed exchange of warrants for Class A Common Stock
|
| | | | — | | | | | | — | | |
Estimated tax benefit (expense) of assumed exchange of warrants for Class A Common Stock
|
| | | | — | | | | | | — | | |
Net loss attributable to noncontrolling interests in subsidiaries
|
| | | | (614) | | | | | | (98) | | |
Net loss attributable to shareholders of Class A Common Stock – diluted
|
| | | $ | (723) | | | | | $ | (107) | | |
Denominator: | | | | | | | | | | | | | |
Weighted average Class A Common Stock outstanding – basic
|
| | | | 48,867,969 | | | | | | 48,867,969 | | |
Assumed exchange of warrants for Class A Common Stock
|
| | | | 10,849,043 | | | | | | 10,849,043 | | |
Pro forma weighted average Class A Common Stock outstanding – basic
|
| | | | 59,717,012 | | | | | | 59,717,012 | | |
Assumed exercise of GBTG / GBT MIP Options
|
| | | | — | | | | | | 1,003,771 | | |
Assumed conversion of Class B Common Stock
|
| | | | — | | | | | | 394,448,481 | | |
Weighted average Class A Common Stock outstanding – diluted
|
| | | | 59,717,012 | | | | | | 455,169,264 | | |
Net (loss) per Class A Common Stock – diluted
|
| | | $ | (1.83) | | | | | $ | (0.24) | | |
| | |
Six Months Ended
June 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||||||||
($ in millions except percentages)
|
| |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||||||||
Key Operating Metrics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
TTV
|
| | | | 10,668 | | | | | | 1,873 | | | | | | 6,385 | | | | | | 5,563 | | | | | | 27,667 | | |
Transaction Growth (Decline)
|
| | | | 363% | | | | | | (59)% | | | | | | 6% | | | | | | (71)% | | | | | | 17% | | |
Key Financial Metrics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Revenue
|
| | | | 836 | | | | | | 279 | | | | | | 763 | | | | | | 793 | | | | | | 2,119 | | |
Total operating expense
|
| | | | 951 | | | | | | 522 | | | | | | 1,323 | | | | | | 1,540 | | | | | | 1,913 | | |
Net loss
|
| | | | (93) | | | | | | (169) | | | | | | (475) | | | | | | (619) | | | | | | 138 | | |
Net cash used in operating activities
|
| | | | (309) | | | | | | (236) | | | | | | (512) | | | | | | (250) | | | | | | 227 | | |
EBITDA
|
| | | | 10 | | | | | | (170) | | | | | | (406) | | | | | | (590) | | | | | | 349 | | |
Adjusted EBITDA
|
| | | | 19 | | | | | | (164) | | | | | | (340) | | | | | | (363) | | | | | | 428 | | |
Adjusted Operating Expenses
|
| | | | 815 | | | | | | 441 | | | | | | 1,095 | | | | | | 1,151 | | | | | | 1,696 | | |
Free Cash Flow
|
| | | | (351) | | | | | | (254) | | | | | | (556) | | | | | | (297) | | | | | | 165 | | |
| | |
As of
June 30, |
| |
As of
December 31, |
| ||||||
| | |
2022
|
| |
2021
|
| ||||||
Net Debt
|
| | | | 775 | | | | | | 507 | | |
| | |
Six Months Ended
June 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||||||||
($ in millions except percentages)
|
| |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||||||||
Net (loss) income
|
| | | | (93) | | | | | | (169) | | | | |
|
(475)
|
| | | |
|
(619)
|
| | | |
|
138
|
| |
Interest income
|
| | | | — | | | | | | — | | | | | | (1) | | | | | | (1) | | | | | | (5) | | |
Interest expense
|
| | | | 43 | | | | | | 24 | | | | | | 53 | | | | | | 27 | | | | | | 15 | | |
Loss on early extinguishment of debt
|
| | | | — | | | | | | — | | | | | | 49 | | | | | | — | | | | | | — | | |
(Benefit from) provision for income taxes
|
| | | | (29) | | | | | | (95) | | | | | | (186) | | | | | | (145) | | | | | | 60 | | |
Depreciation and amortization
|
| | | | 89 | | | | | | 70 | | | | | | 154 | | | | | | 148 | | | | | | 141 | | |
EBITDA
|
| | | | 10 | | | | | | (170) | | | | | | (406) | | | | | | (590) | | | | | | 349 | | |
Restructuring charges(a)
|
| | | | (3) | | | | | | (9) | | | | | | 14 | | | | | | 206 | | | | | | 12 | | |
Integration costs(b)
|
| | | | 17 | | | | | | 5 | | | | | | 22 | | | | | | 14 | | | | | | 36 | | |
Mergers and acquisitions(c)
|
| | | | 2 | | | | | | 11 | | | | | | 14 | | | | | | 10 | | | | | | 12 | | |
Separation costs(d)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | — | | | | | | 3 | | |
Equity-based compensation(e)
|
| | | | 8 | | | | | | 1 | | | | | | 3 | | | | | | 3 | | | | | | 6 | | |
Fair value movements on earnouts and warrants derivative liabilities(f)
|
| | | | (36) | | | | |
|
—
|
| | | | | — | | | | |
|
—
|
| | | | | — | | |
Other adjustments, net(g)
|
| | | | 21 | | | | | | (2) | | | | | | 13 | | | | | | (6) | | | | | | 10 | | |
Adjusted EBITDA
|
| | | | 19 | | | | | | (164) | | | | | | (340) | | | | | | (363) | | | | | | 428 | | |
Net loss margin
|
| | | | (11)% | | | | | | (61)% | | | | | | (62)% | | | | | | (78)% | | | | | | 7% | | |
Adjusted EBITDA Margin
|
| | | | 2% | | | | | | (59)% | | | | | | (45)% | | | | | | (46)% | | | | | | 20% | | |
| | |
Six Months Ended
June 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||||||||
($ in millions)
|
| |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||||||||
Total operating expenses
|
| | | | 951 | | | | | | 522 | | | | | | 1,323 | | | | | | 1,540 | | | | | | 1,913 | | |
Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | (89) | | | | | | (70) | | | | | | (154) | | | | | | (148) | | | | | | (141) | | |
Restructuring charges(a)
|
| | | | 3 | | | | | | 9 | | | | | | (14) | | | | | | (206) | | | | | | (12) | | |
Integration costs(b)
|
| | | | (17) | | | | | | (5) | | | | | | (22) | | | | | | (14) | | | | | | (36) | | |
Mergers and acquisition(c)
|
| | | | (2) | | | | | | (11) | | | | | | (14) | | | | | | (10) | | | | | | (12) | | |
Separation costs(d)
|
| | |
|
—
|
| | | | | — | | | | |
|
—
|
| | | | | — | | | | | | (3) | | |
Equity-based compensation(e)
|
| | | | (8) | | | | | | (1) | | | | | | (3) | | | | | | (3) | | | | | | (6) | | |
Other adjustments, net(g)
|
| | | | (23) | | | | | | (3) | | | | | | (21) | | | | | | (8) | | | | | | (7) | | |
Adjusted Operating Expenses
|
| | | | 815 | | | | | | 441 | | | | | | 1,095 | | | | | | 1,151 | | | | | | 1,696 | | |
| | |
Six Months Ended
June 30, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2022
|
| |
2021
|
| |
$
|
| |
%
|
| ||||||||||||
Revenue
|
| | | $ | 836 | | | | | | 279 | | | | | | 557 | | | | | | 200% | | |
Costs and Expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues (excluding depreciation and amortization shown separately below)
|
| | | | 372 | | | | | | 177 | | | | | | (195) | | | | | | (110)% | | |
Sales and marketing
|
| | | | 154 | | | | | | 88 | | | | | | (66) | | | | | | (74)% | | |
Technology and content
|
| | | | 185 | | | | | | 116 | | | | | | (69) | | | | | | (60)% | | |
General and administrative
|
| | | | 154 | | | | | | 80 | | | | | | (74) | | | | | | (92)% | | |
Restructuring charges
|
| | | | (3) | | | | | | (9) | | | | | | (6) | | | | | | (70)% | | |
Depreciation and amortization
|
| | | | 89 | | | | | | 70 | | | | | | (19) | | | | | | (27)% | | |
Total operating expense
|
| | | | 951 | | | | | | 522 | | | | | | (429) | | | | | | (82)% | | |
Operating loss
|
| | | | (115) | | | | | | (243) | | | | | | 128 | | | | | | 53% | | |
Interest expense
|
| | | | (43) | | | | | | (24) | | | | | | (19) | | | | | | (80)% | | |
Fair value movements on earnouts and warrants derivative
liabilities |
| | | | 36 | | | | |
|
—
|
| | | | | 36 | | | | | | n/m | | |
Other income, net
|
| | | | 2 | | | | | | 5 | | | | | | (3) | | | | | | (56)% | | |
Loss before income taxes and share of losses from equity method investments
|
| | | | (120) | | | | | | (262) | | | | | | (142) | | | | | | 54% | | |
Benefit from income taxes
|
| | | | 29 | | | | | | 95 | | | | | | (66) | | | | | | (69)% | | |
Share of losses in equity method investments
|
| | | | (2) | | | | | | (2) | | | | |
|
—
|
| | | | | (15)% | | |
Net loss
|
| | |
|
(93)
|
| | | |
|
(169)
|
| | | |
|
76
|
| | | |
|
45%
|
| |
| | |
Six Months Ended
June 30, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2022
|
| |
2021
|
| |
$
|
| |
%
|
| ||||||||||||
Travel Revenue
|
| | | $ | 645 | | | | | $ | 141 | | | | | $ | 504 | | | | | | 357% | | |
Products & Professional Services Revenue
|
| | | | 191 | | | | | | 138 | | | | | | 53 | | | | | | 39% | | |
Total Revenue
|
| | | $ | 836 | | | | | $ | 279 | | | | | $ | 557 | | | | | | 200% | | |
| | |
Six Months Ended
June 30, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2022
|
| |
2021
|
| |
$
|
| |
%
|
| ||||||||||||
Cost of revenue (excluding depreciation and amortization)
|
| | | $ | 372 | | | | | $ | 177 | | | | | $ | (195) | | | | | | (110)% | | |
| | |
Six Months Ended
June 30, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2022
|
| |
2021
|
| |
$
|
| |
%
|
| ||||||||||||
Sales and marketing
|
| | | $ | 154 | | | | | $ | 88 | | | | | $ | (66) | | | | | | (74)% | | |
| | |
Six Months Ended
June 30, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2022
|
| |
2021
|
| |
$
|
| |
%
|
| ||||||||||||
Technology and content
|
| | | $ | 185 | | | | | $ | 116 | | | | | $ | (69) | | | | | | (60)% | | |
| | |
Six Months Ended
June 30, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2022
|
| |
2021
|
| |
$
|
| |
%
|
| ||||||||||||
General and administrative
|
| | | $ | 154 | | | | | $ | 80 | | | | | $ | (74) | | | | | | (92)% | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Revenue
|
| | | $ | 763 | | | | | $ | 793 | | | | | $ | (30) | | | | | | (4)% | | |
Costs and Expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues (excluding depreciation and amortization shown
separately below) |
| | | | 477 | | | | | | 529 | | | | | | 52 | | | | | | 10% | | |
Sales and marketing
|
| | | | 201 | | | | | | 199 | | | | | | (2) | | | | | | (1)% | | |
Technology and content
|
| | | | 264 | | | | | | 277 | | | | | | 13 | | | | | | 5% | | |
General and administrative
|
| | | | 213 | | | | | | 181 | | | | | | (32) | | | | | | (17)% | | |
Restructuring charges
|
| | | | 14 | | | | | | 206 | | | | | | 192 | | | | | | 93% | | |
Depreciation and amortization
|
| | | | 154 | | | | | | 148 | | | | | | (6) | | | | | | (4)% | | |
Total operating expense
|
| | | | 1,323 | | | | | | 1,540 | | | | | | 217 | | | | | | 14% | | |
Operating loss
|
| | | | (560) | | | | | | (747) | | | | | | 187 | | | | | | 25% | | |
Interest income
|
| | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | |
Interest expense
|
| | | | (53) | | | | | | (27) | | | | | | (26) | | | | | | (95)% | | |
Loss on early extinguishment of debt
|
| | | | (49) | | | | | | — | | | | | | (49) | | | | | | n/m | | |
Other income, net
|
| | | | 8 | | | | | | 14 | | | | | | (6) | | | | | | (27)% | | |
Loss before income taxes and share of losses from equity method
investments |
| | | | (653) | | | | | | (759) | | | | | | 106 | | | | | | 14% | | |
Benefit from income taxes
|
| | | | 186 | | | | | | 145 | | | | | | 41 | | | | | | 27% | | |
Share of losses in equity method investments
|
| | | | (8) | | | | | | (5) | | | | | | (3) | | | | | | (51)% | | |
Net loss
|
| | | | (475) | | | | | | (619) | | | | | | 144 | | | | | | 24% | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Travel Revenue
|
| | | $ | 446 | | | | | $ | 468 | | | | | $ | (22) | | | | | | (5)% | | |
Products & Professional Services Revenue
|
| | | | 317 | | | | | | 325 | | | | | | (8) | | | | | | (2)% | | |
Total Revenue
|
| | | $ | 763 | | | | | $ | 793 | | | | | $ | (30) | | | | | | (4)% | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Cost of revenue (excluding depreciation and amortization)
|
| | | $ | 477 | | | | | $ | 529 | | | | | $ | 52 | | | | | | 10% | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Sales and marketing
|
| | | $ | 201 | | | | | $ | 199 | | | | | $ | (2) | | | | | | (1)% | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Technology and content
|
| | | $ | 264 | | | | | $ | 277 | | | | | $ | 13 | | | | | | 5% | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
General and administrative
|
| | | $ | 213 | | | | | $ | 181 | | | | | $ | (32) | | | | | | (17)% | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2021
|
| |
2020
|
| |
$
|
| |
%
|
| ||||||||||||
Foreign exchange gains, net
|
| | | | — | | | | | | 12 | | | | | | (12) | | | | | | 100 | | |
Loss on disposal of business
|
| | | | (1) | | | | | | — | | | | | | (1) | | | | | | n/m | | |
Non-service components of net periodic pension benefit
|
| | | | 9 | | | | | | 2 | | | | | | 7 | | | | | | n/m | | |
Other income, net
|
| | | | 8 | | | | | | 14 | | | | | | (6) | | | | | | (27)% | | |
| | |
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 | | |
| | |
Year Ended
December 31, |
| |
Change
favorable/(unfavorable) |
| ||||||||||||||||||
($ in millions except percentages)
|
| |
2020
|
| |
2019
|
| |
$
|
| |
%
|
| ||||||||||||
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 | | |
| | |
Six Months Ended
June 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||||||||
($ in millions)
|
| |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||||||||
Net cash (used in) from operating activities
|
| | | | (309) | | | | | | (236) | | | | | | (512) | | | | | | (250) | | | | | | 227 | | |
Net cash used in investing activities
|
| | | | (42) | | | | | | (71) | | | | | | (27) | | | | | | (47) | | | | | | (87) | | |
Net cash (used in) from financing activities
|
| | | | 298 | | | | | | 187 | | | | | | 478 | | | | | | 384 | | | | | | (65) | | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
| | | | (16) | | | | | | (1) | | | | | | (7) | | | | | | 7 | | | | | | 1 | | |
Net (decrease) increase in cash, cash equivalents and restricted
cash |
| | | | (69) | | | | | | (121) | | | | | | (68) | | | | | | 94 | | | | | | 76 | | |
| | |
Six Months Ended
June 30, |
| |
Year Ended
December 31, |
| ||||||||||||||||||||||||
($ in millions)
|
| |
2022
|
| |
2021
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||||||||
Net cash (used in) from operating activities
|
| | | $ | (309) | | | | | $ | (236) | | | | | $ | (512) | | | | | $ | (250) | | | | | $ | 227 | | |
Less: Purchase of property and equipment
|
| | | | (42) | | | | | | (18) | | | | | | (44) | | | | | | (47) | | | | | | (62) | | |
Free Cash Flow
|
| | | $ | (351) | | | | | $ | (254) | | | | | $ | (556) | | | | | $ | (297) | | | | | $ | 165 | | |
| | |
As of June 30,
|
| |
As of
December 31, |
| ||||||||||||
($ in millions)
|
| |
2022
|
| |
2021
|
| |
2020
|
| |||||||||
Senior Secured Credit Agreement | | | | | | | | | | | | | | | | | | | |
Principal amount of Senior Secured Initial Term Loans (Maturity – August 2025)(1)
|
| | | | 241 | | | | | | 242 | | | | | | 244 | | |
Principal amount of loans under the Senior Secured Prior Tranche B-1 Term Loans(2)
|
| | |
|
—
|
| | | |
|
—
|
| | | | | 399 | | |
Principal amount of loans under the Senior Secured Prior Tranche B-2 Term Loan Facility(3)
|
| | |
|
—
|
| | | |
|
—
|
| | | | | — | | |
Principal amount of loans under the Senior Secured New Tranche B-3 Term Loan Facilities (Maturity – December 2026)(4)
|
| | | | 1,000 | | | | | | 800 | | | | | | — | | |
Principal amount of Senior Secured Revolving Credit Facility (Maturity – August 2023)(5)
|
| | |
|
—
|
| | | |
|
—
|
| | | | | — | | |
| | | | | 1,241 | | | | | | 1,042 | | | | | | 643 | | |
Less: Unamortized debt discount and debt issuance costs
|
| | | | (20) | | | | | | (19) | | | | | | (19) | | |
Total debt, net of unamortized debt discount and debt issuance costs
|
| | | | 1,221 | | | | | | 1,023 | | | | | | 624 | | |
Less: Cash and cash equivalents
|
| | | | (446) | | | | | | (516) | | | | | | (584) | | |
Net Debt
|
| | | | 775 | | | | | | 507 | | | | | | 40 | | |
| | |
Payments Due by Year ($ in millions)
|
| |||||||||||||||||||||||||||
| | |
Total
|
| |
Less than 1
Year |
| |
1 – 3 Years
|
| |
3 – 5 Years
|
| |
More than 5
Years |
| |||||||||||||||
Long-term debt obligations(1)
|
| | | $ | 1,221 | | | | | $ | 3 | | | | | $ | 5 | | | | | $ | 1,213 | | | | | $ | — | | |
Operating lease liabilities(2)
|
| | | | 86 | | | | | | 23 | | | | | | 31 | | | | | | 12 | | | | | | 20 | | |
Finance lease liabilities
|
| | | | 2 | | | | | | 2 | | | | | | — | | | | | | — | | | | | | — | | |
Interest payments(3)
|
| | | | 427 | | | | | | 98 | | | | | | 198 | | | | | | 131 | | | | | | — | | |
Purchase commitments(4)
|
| | | | 202 | | | | | | 76 | | | | | | 107 | | | | | | 19 | | | | | | — | | |
Total contractual obligations
|
| | | $ | 1,938 | | | | | $ | 202 | | | | | $ | 341 | | | | | $ | 1,375 | | | | | $ | 20 | | |
Name
|
| |
Position
|
| |
Age
|
|
Paul Abbott | | |
Director
|
| |
54
|
|
James P. Bush | | |
Director
|
| |
64
|
|
Gloria Guevara Manzo | | |
Director
|
| |
55
|
|
Eric Hart | | |
Director
|
| |
46
|
|
Raymond Donald Joabar | | |
Director
|
| |
56
|
|
Michael Gregory (Greg) O’Hara | | |
Director
|
| |
56
|
|
Richard Petrino | | |
Director
|
| |
54
|
|
Mohammed Saif S. S. Al-Sowaidi | | |
Director
|
| |
40
|
|
Itai Wallach | | |
Director
|
| |
34
|
|
Susan Ward | | |
Director
|
| |
62
|
|
Kathleen Winters | | |
Director
|
| |
55
|
|
Name
|
| |
Position
|
| |
Age
|
|
Paul Abbott | | | Chief Executive Officer | | |
54
|
|
Eric J. Bock | | | Chief Legal Officer, Global Head of M&A and Compliance & Corporate Secretary | | |
57
|
|
Andrew George Crawley | | | Chief Commercial Officer | | |
55
|
|
Martine Gerow | | | Chief Financial Officer | | |
62
|
|
Mark Hollyhead | | | Chief Product Officer & President, Egencia | | |
52
|
|
Patricia Anne Huska | | | Chief People Officer | | |
54
|
|
Evan Konwiser | | | Chief Marketing and Strategy Officer | | |
40
|
|
Michael Qualantone | | | Chief Revenue Officer | | |
60
|
|
Boriana Tchobanova | | | Chief Transformation Officer | | |
47
|
|
David Thompson | | | Chief Technology Officer | | |
56
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($)(1) |
| |
Bonus
($)(2) |
| |
Option
Awards ($)(3) |
| |
Non-Equity
Incentive Plan Compensation ($)(4) |
| |
All Other
Compensation ($) |
| |
Total
Compensation ($) |
| |||||||||||||||||||||
Paul Abbott...........................
Chief Executive Officer |
| | | | 2021 | | | | | | 1,233,717 | | | | | | 4,000,000 | | | | | | 9,000,000 | | | | | | 4,050,255 | | | | | | 115,001(5) | | | | | | 18,398,973 | | |
| | | 2020 | | | | | | 1,072,751 | | | | | | 2,756,540 | | | | | | | | | | | | | | | | | | 1,168,879 | | | | | | 4,998,170 | | | ||
Andrew Crawley....................
Chief Commercial Officer |
| | | | 2021 | | | | | | 804,318 | | | | | | 1,250,000 | | | | | | 3,750,000 | | | | | | 1,140,000 | | | | | | 70,818(6) | | | | | | 7,015,136 | | |
| | | 2020 | | | | | | 471,122 | | | | | | 447,938 | | | | | | | | | | | | | | | | | | 635,011 | | | | | | 1,554,071 | | | ||
Michael Qualantone..............
Chief Revenue Officer(7) |
| | | | 2021 | | | | | | 578,750 | | | | | | 500,000 | | | | | | 3,448,920 | | | | | | 1,000,000 | | | | | | 36,400(8) | | | | | | 5,564,070 | | |
Name
|
| |
2020 Base
Salary ($) |
| |
2021 Base
Salary ($) |
| ||||||
Paul Abbott
|
| | | | 1,288,538 | | | | | | 1,374,903 | | |
Andrew Crawley
|
| | | | 837,549 | | | | | | 893,687 | | |
Michael Qualantone
|
| | | | 650,000 | | | | | | 650,000 | | |
| | |
Option Awards
|
| |||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (#) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |||||||||||||||
Paul Abbott
|
| | | | 12/2/2021 | | | | | | — | | | | | | 2,983,535(1) | | | | | | 10.03 | | | | | | 12/2/2031 | | |
Andrew Crawley
|
| | | | 12/2/2021 | | | | | | — | | | | | | 1,243,136(1) | | | | | | 10.03 | | | | | | 12/2/2031 | | |
Michael Qualantone
|
| | | | 12/2/2021 | | | | | | — | | | | | | 1,113,909(1) | | | | | | 10.03 | | | | | | 12/2/2031 | | |
| | | 9/25/2019 | | | | | | — | | | | | | 508,422(2) | | | | | | 14.58 | | | | | | 9/25/2029 | | | ||
| | | 3/13/2018 | | | | | | — | | | | | | 438,294(3) | | | | | | 7.23 | | | | | | 3/13/2028 | | | ||
| | | 9/30/2015 | | | | | | — | | | | | | 596,081(4) | | | | | | 6.37 | | | | | | 9/30/2025 | | | ||
| | | 3/30/2015 | | | | | | — | | | | | | 385,699(4) | | | | | | 5.74 | | | | | | 3/30/2025 | | |
| | |
Cash ($)
|
| |
Meeting Fee
Premium ($) |
| |
Restricted Stock
Unit Awards ($) |
| |||||||||
Board | | | | | | | | | | | | | | | | | | | |
Chair
|
| | | | 485,000 | | | | | | — | | | | | | 160,000 | | |
Other Directors
|
| | | | 85,000 | | | | | | — | | | | | | 160,000 | | |
Audit Committee
|
| | | | | | | | | | | | | | | | | | |
Chair
|
| | | | 15,000 | | | | | | 2,000 | | | | | | — | | |
Other Members
|
| | | | 15,000 | | | | | | 2,000 | | | | | | — | | |
Compensation Committee
|
| | | | | | | | | | | | | | | | | | |
Chair
|
| | | | 15,000 | | | | | | 2,000 | | | | | | — | | |
Other Members
|
| | | | 10,000 | | | | | | 2,000 | | | | | | — | | |
Nominating and Corporate Governance Committee
|
| | | | | | | | | | | | | | | | | | |
Chair
|
| | | | 10,000 | | | | | | 2,000 | | | | | | — | | |
Other Members
|
| | | | 10,000 | | | | | | 2,000 | | | | | | — | | |
Risk and Compliance Committee
|
| | | | | | | | | | | | | | | | | | |
Chair
|
| | | | 10,000 | | | | | | 2,000 | | | | | | — | | |
Other Members
|
| | | | 10,000 | | | | | | 2,000 | | | | | | — | | |
Name
|
| |
Fees Earned or
Paid in Cash ($)(1) |
| |
Total
($) |
| ||||||
Ugo Arzani
|
| | | | 180,000 | | | | | | 180,000 | | |
James P. Bush(2)
|
| | | | 180,000 | | | | | | 180,000 | | |
Philippe Chereque(3)
|
| | | | 226,060 | | | | | | 226,060 | | |
Marc D. Gordon(4)
|
| | | | — | | | | | | — | | |
Eric Hart(5)
|
| | | | 8,152 | | | | | | 8,152 | | |
Raymond Donald Joabar(4)
|
| | | | — | | | | | | — | | |
Glenda McNeal(4)
|
| | | | — | | | | | | — | | |
Greg O’Hara(6)
|
| | | | 630,000 | | | | | | 630,000 | | |
Richard Petrino(4)
|
| | | | — | | | | | | — | | |
Mohammed Saif S.S. Al-Sowaidi
|
| | | | 180,000 | | | | | | 180,000 | | |
Susan Ward(7)
|
| | | | 72,826 | | | | | | 72,826 | | |
Julia Wittlin(8)
|
| | | | 180,000 | | | | | | 180,000 | | |
Redemption Date (period to
expiration of warrants) |
| |
Fair Market Value of Class A Common Stock
|
| | |||||||||||||||||||||||||||||||||||||||||||||||||||||
|
≤$10.00
|
| |
$11.00
|
| |
$12.00
|
| |
$13.00
|
| |
$14.00
|
| |
$15.00
|
| |
$16.00
|
| |
$17.00
|
| |
≥$18.00
|
| | |||||||||||||||||||||||||||||||
60 months
|
| | | | 0.261 | | | | | | 0.281 | | | | | | 0.297 | | | | | | 0.311 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | | | | |
57 months
|
| | | | 0.257 | | | | | | 0.277 | | | | | | 0.294 | | | | | | 0.310 | | | | | | 0.324 | | | | | | 0.337 | | | | | | 0.348 | | | | | | 0.358 | | | | | | 0.361 | | | | | |
54 months
|
| | | | 0.252 | | | | | | 0.272 | | | | | | 0.291 | | | | | | 0.307 | | | | | | 0.322 | | | | | | 0.335 | | | | | | 0.347 | | | | | | 0.357 | | | | | | 0.361 | | | | | |
51 months
|
| | | | 0.246 | | | | | | 0.268 | | | | | | 0.287 | | | | | | 0.304 | | | | | | 0.320 | | | | | | 0.333 | | | | | | 0.346 | | | | | | 0.357 | | | | | | 0.361 | | | | | |
48 months
|
| | | | 0.241 | | | | | | 0.263 | | | | | | 0.283 | | | | | | 0.301 | | | | | | 0.317 | | | | | | 0.332 | | | | | | 0.344 | | | | | | 0.356 | | | | | | 0.361 | | | | | |
45 months
|
| | | | 0.235 | | | | | | 0.258 | | | | | | 0.279 | | | | | | 0.298 | | | | | | 0.315 | | | | | | 0.330 | | | | | | 0.343 | | | | | | 0.356 | | | | | | 0.361 | | | | | |
42 months
|
| | | | 0.228 | | | | | | 0.252 | | | | | | 0.274 | | | | | | 0.294 | | | | | | 0.312 | | | | | | 0.328 | | | | | | 0.342 | | | | | | 0.355 | | | | | | 0.361 | | | | | |
39 months
|
| | | | 0.221 | | | | | | 0.246 | | | | | | 0.269 | | | | | | 0.290 | | | | | | 0.309 | | | | | | 0.325 | | | | | | 0.340 | | | | | | 0.354 | | | | | | 0.361 | | | | | |
36 months
|
| | | | 0.213 | | | | | | 0.239 | | | | | | 0.263 | | | | | | 0.285 | | | | | | 0.305 | | | | | | 0.323 | | | | | | 0.339 | | | | | | 0.353 | | | | | | 0.361 | | | | | |
33 months
|
| | | | 0.205 | | | | | | 0.232 | | | | | | 0.257 | | | | | | 0.280 | | | | | | 0.301 | | | | | | 0.320 | | | | | | 0.337 | | | | | | 0.352 | | | | | | 0.361 | | | | | |
30 months
|
| | | | 0.196 | | | | | | 0.224 | | | | | | 0.250 | | | | | | 0.274 | | | | | | 0.297 | | | | | | 0.316 | | | | | | 0.335 | | | | | | 0.351 | | | | | | 0.361 | | | | | |
27 months
|
| | | | 0.185 | | | | | | 0.214 | | | | | | 0.242 | | | | | | 0.268 | | | | | | 0.291 | | | | | | 0.313 | | | | | | 0.332 | | | | | | 0.350 | | | | | | 0.361 | | | | | |
24 months
|
| | | | 0.173 | | | | | | 0.204 | | | | | | 0.233 | | | | | | 0.260 | | | | | | 0.285 | | | | | | 0.308 | | | | | | 0.329 | | | | | | 0.348 | | | | | | 0.361 | | | | | |
21 months
|
| | | | 0.161 | | | | | | 0.193 | | | | | | 0.223 | | | | | | 0.252 | | | | | | 0.279 | | | | | | 0.304 | | | | | | 0.326 | | | | | | 0.347 | | | | | | 0.361 | | | | | |
18 months
|
| | | | 0.146 | | | | | | 0.179 | | | | | | 0.211 | | | | | | 0.242 | | | | | | 0.271 | | | | | | 0.298 | | | | | | 0.322 | | | | | | 0.345 | | | | | | 0.361 | | | | | |
15 months
|
| | | | 0.130 | | | | | | 0.164 | | | | | | 0.197 | | | | | | 0.230 | | | | | | 0.262 | | | | | | 0.291 | | | | | | 0.317 | | | | | | 0.342 | | | | | | 0.361 | | | | | |
12 months
|
| | | | 0.111 | | | | | | 0.146 | | | | | | 0.181 | | | | | | 0.216 | | | | | | 0.250 | | | | | | 0.282 | | | | | | 0.312 | | | | | | 0.339 | | | | | | 0.361 | | | | | |
9 months
|
| | | | 0.090 | | | | | | 0.125 | | | | | | 0.162 | | | | | | 0.199 | | | | | | 0.237 | | | | | | 0.272 | | | | | | 0.305 | | | | | | 0.336 | | | | | | 0.361 | | | | | |
6 months
|
| | | | 0.065 | | | | | | 0.099 | | | | | | 0.137 | | | | | | 0.178 | | | | | | 0.219 | | | | | | 0.259 | | | | | | 0.296 | | | | | | 0.331 | | | | | | 0.361 | | | | | |
3 months
|
| | | | 0.034 | | | | | | 0.065 | | | | | | 0.104 | | | | | | 0.150 | | | | | | 0.197 | | | | | | 0.243 | | | | | | 0.286 | | | | | | 0.326 | | | | | | 0.361 | | | | | |
0 months
|
| | | | — | | | | | | — | | | | | | 0.042 | | | | | | 0.115 | | | | | | 0.179 | | | | | | 0.233 | | | | | | 0.281 | | | | | | 0.323 | | | | | | 0.361 | | | | | |
| | |
Class A Common Stock
Beneficially Owned |
| |
Class B Common Stock
Beneficially Owned |
| |
Combined
Total Voting Power |
| |||||||||||||||||||||
Name of Beneficial Owner(2)
|
| |
Shares
|
| |
Percent
|
| |
Shares
|
| |
Percent
|
| |
Percent
|
| |||||||||||||||
Five Percent Holders | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Juweel Investors (SPC) Limited (3)
|
| | | | 162,388,084 | | | | | | 74.0% | | | | | | 162,388,084 | | | | | | 41.2% | | | | | | 36.0% | | |
American Express Company(4)
|
| | | | 157,786,199 | | | | | | 73.5% | | | | | | 157,786,199 | | | | | | 40.0% | | | | | | 35.0% | | |
Expedia Group, Inc.(5)
|
| | | | 74,274,198 | | | | | | 56.6% | | | | | | 74,274,198 | | | | | | 18.8% | | | | | | 16.5% | | |
APSG Sponsor, L.P.(6)
|
| | | | 34,569,384 | | | | | | 50.0% | | | | | | — | | | | | | — | | | | | | 7.5% | | |
Ares Partners Holdco LLCM(7)
|
| | | | 8,675,568 | | | | | | 15.2% | | | | | | — | | | | | | — | | | | | | 1.9% | | |
HG Vora Special Opportunities Master Fund,
LTD(8) |
| | | | 8,200,000 | | | | | | 14.4% | | | | | | — | | | | | | — | | | | | | 1.8% | | |
Sabre Corporation(9)
|
| | | | 8,000,000 | | | | | | 14.0% | | | | | | — | | | | | | — | | | | | | 1.8% | | |
Zoom Video Communications, Inc.(10)
|
| | | | 4,000,000 | | | | | | 7.0% | | | | | | — | | | | | | — | | | | | | * | | |
Directors and Named Executive Officers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Paul Abbott
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Andrew George Crawley
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Qualantone(11)
|
| | | | 1,637,468 | | | | | | 2.9% | | | | | | — | | | | | | — | | | | | | *% | | |
James P. Bush
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gloria Guevara Manzo
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Eric Hart
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Raymond Donald Joabar
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michael Gregory O’Hara
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Richard Petrino
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Mohammed Saif S.S. Al-Sowaidi
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Itai Wallach
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Apollo Strategic Growth Capital | | | | | | | |
| Unaudited Condensed Consolidated Financial Statements | | | | | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | | |
| Audited Annual Financial Statements | | | | | | | |
| | | | | F-24 | | | |
| | | | | F-28 | | | |
| | | | | F-29 | | | |
| | | | | F-30 | | | |
| | | | | F-31 | | | |
| | | | | F-32 | | | |
| GBT JerseyCo Limited | | | | | | | |
| Consolidated Financial Statements | | | | | | | |
| | | | | F-50 | | | |
| | | | | F-51 | | | |
| | | | | F-52 | | | |
| | | | | F-53 | | | |
| | | | | F-54 | | | |
| | | | | F-55 | | | |
| Audited Annual Financial Statements | | | | | | | |
| | | | | F-84 | | | |
| | | | | F-85 | | | |
| | | | | F-87 | | | |
| | | | | F-88 | | | |
| | | | | F-89 | | | |
| | | | | F-91 | | | |
| | | | | F-92 | | |
| Egencia | | | | | | | |
| Unaudited Interim Financial Statements | | | | | | | |
| | | | | F-137 | | | |
| | | | | F-139 | | | |
| | | | | F-140 | | | |
| | | | | F-141 | | | |
| | | | | F-143 | | | |
| | | | | F-144 | | | |
| Audited Annual Financial Statements | | | | | | | |
| | | | | F-155 | | | |
| | | | | F-156 | | | |
| | | | | F-157 | | | |
| | | | | F-158 | | |
| | |
March 31,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(unaudited)
|
| | | | | | | |||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 80,242 | | | | | $ | 161,277 | | |
Prepaid expenses
|
| | | | 336,193 | | | | | | 495,915 | | |
Total current assets
|
| | | | 416,435 | | | | | | 657,192 | | |
Investments held in Trust Account
|
| | | | 817,678,426 | | | | | | 817,356,537 | | |
Total assets
|
| | | $ | 818,094,861 | | | | | $ | 818,013,729 | | |
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
|
| | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued offering costs
|
| | | $ | 5,594,897 | | | | | $ | 6,560,426 | | |
Advances from related party
|
| | | | 4,258,589 | | | | | | 2,040,211 | | |
Note payable – Sponsor
|
| | | | 5,800,000 | | | | | | 5,800,000 | | |
Total current liabilities
|
| | | | 15,653,486 | | | | | | 14,400,637 | | |
Derivative warrant liabilities
|
| | | | 60,098,285 | | | | | | 55,943,533 | | |
Deferred underwriting compensation
|
| | | | 28,588,350 | | | | | | 28,588,350 | | |
Total liabilities
|
| | | | 104,340,121 | | | | | | 98,932,520 | | |
Commitments and contingencies (Note 7) | | | | | | | | | | | | | |
Temporary Equity: | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption, 81,681,000 shares (at $10.00 per share) as of March 31, 2022 and December 31, 2021
|
| | | | 816,810,000 | | | | | | 816,810,000 | | |
Shareholders’ 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 the shares subject to possible redemption
|
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.00005 par value, 60,000,000 shares
authorized, 20,420,250 shares issued and outstanding as of March 31, 2022 and December 31, 2021 |
| | | | 1,021 | | | | | | 1,021 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (103,056,281) | | | | | | (97,729,812) | | |
Total shareholders’ deficit
|
| | | | (103,055,260) | | | | | | (97,728,791) | | |
Total liabilities, temporary equity and shareholders’ deficit
|
| | | $ | 818,094,861 | | | | | $ | 818,013,729 | | |
| | |
For the Three Months
Ended March 31, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
REVENUE
|
| | | $ | — | | | | | $ | — | | |
EXPENSES | | | | | | | | | | | | | |
Administrative fee – related party
|
| | | | 50,001 | | | | | | 50,647 | | |
General and administrative
|
| | | | 1,441,567 | | | | | | 4,592,167 | | |
TOTAL EXPENSES
|
| | | | 1,491,568 | | | | | | 4,642,814 | | |
OTHER INCOME (EXPENSES) | | | | | | | | | | | | | |
Investment income from Trust Account
|
| | | | 321,889 | | | | | | 141,517 | | |
Interest expense
|
| | | | (2,038) | | | | | | (615) | | |
Change in fair value of derivative warrant liabilities
|
| | | | (4,154,752) | | | | | | 24,785,058 | | |
TOTAL OTHER INCOME (EXPENSES)
|
| | | | (3,834,901) | | | | | | 24,925,960 | | |
Net (loss) income
|
| | | $ | (5,326,469) | | | | | $ | 20,283,146 | | |
Weighted average number of Class A ordinary shares outstanding, basic and diluted
|
| | | | 81,681,000 | | | | | | 81,681,000 | | |
Basic and diluted net (loss) income per Class A ordinary share
|
| | | $ | (0.05) | | | | | $ | 0.20 | | |
Weighted average number of Class B ordinary shares outstanding, basic and diluted
|
| | | | 20,420,250 | | | | | | 20,420,250 | | |
Basic and diluted net (loss) income per Class B ordinary share
|
| | | $ | (0.05) | | | | | $ | 0.20 | | |
| | |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Shareholders’
Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance as of December 31, 2021
|
| | | | 20,420,250 | | | | | $ | 1,021 | | | | | $ | — | | | | | $ | (97,729,812) | | | | | $ | (97,728,791) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (5,326,469) | | | | | | (5,326,469) | | |
Balance as of March 31, 2022
|
| | | | 20,420,250 | | | | | $ | 1,021 | | | | | $ | — | | | | | $ | (103,056,281) | | | | | $ | (103,055,260) | | |
| | |
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) | | |
| | |
For the Three Months
Ended March 31, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Cash Flows From Operating Activities: | | | | | | | | | | | | | |
Net (loss) income
|
| | | $ | (5,326,469) | | | | | $ | 20,283,146 | | |
Adjustments to reconcile net (loss) income to net cash used in operating activities:
|
| | | | | | | | | | | | |
Investment income earned on investment held in Trust Account
|
| | | | (321,889) | | | | | | (141,517) | | |
Change in fair value of derivative warrant liabilities
|
| | | | 4,154,752 | | | | | | (24,785,058) | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | 159,722 | | | | | | 150,174 | | |
Accounts payable and accrued expenses
|
| | | | (965,529) | | | | | | 4,138,691 | | |
Advances from Related Parties
|
| | | | 2,218,378 | | | | | | — | | |
Net Cash Used In Operating Activities
|
| | | | (81,035) | | | | | | (354,564) | | |
Cash Flows From Financing Activities: | | | | | | | | | | | | | |
Proceeds from Sponsor note
|
| | | | — | | | | | | 800,000 | | |
Repayment of advances from Sponsor
|
| | | | — | | | | | | (371,767) | | |
Net Cash Provided By Financing Activities
|
| | | | — | | | | | | 428,233 | | |
Net change in cash
|
| | | | (81,035) | | | | | | 73,669 | | |
Cash at beginning of period
|
| | | | 161,277 | | | | | | 257,872 | | |
Cash at end of period
|
| | | $ | 80,242 | | | | | $ | 331,541 | | |
|
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
March 31, 2022 |
| |
Three Months Ended
March 31, 2021 |
| ||||||||||||||||||
| | |
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
|
| | | $ | (4,261,175) | | | | | $ | (1,065,294) | | | | | $ | 16,226,517 | | | | | $ | 4,056,629 | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 81,681,000 | | | | | | 20,420,250 | | | | | | 81,681,000 | | | | | | 20,420,250 | | |
Basic and diluted net income (loss) per ordinary
share |
| | | $ | (0.05) | | | | | $ | (0.05) | | | | | $ | 0.20 | | | | | $ | 0.20 | | |
Description
|
| |
Level
|
| |
March 31, 2022
|
| |
December 31, 2021
|
| |||||||||
Assets: | | | | | | | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 817,678,426 | | | | | $ | 817,356,537 | | |
Liabilities: | | | | | | | | | | | | | | | | | | | |
Warrant Liability – Private Placement Warrants
|
| | | | 3 | | | | | | 22,797,295 | | | | | | 21,092,973 | | |
Warrant Liability – Public Warrants
|
| | | | 1 | | | | | | 37,300,990 | | | | | | 34,850,560 | | |
| | |
Fair Value
Measurement Using Level 3 Inputs Total |
| |||
Balance, December 31, 2021
|
| | | $ | 21,092,973 | | |
Change in fair value of derivative liabilities
|
| | | | 1,704,322 | | |
Balance, March 31, 2022
|
| | | $ | 22,797,295 | | |
| | |
Fair Value
Measurement Using Level 3 Inputs Total |
| |||
Balance, December 31, 2020
|
| | | $ | 23,455,550 | | |
Change in fair value of derivative liabilities
|
| | | | (7,904,318) | | |
Balance, March 31, 2021
|
| | | $ | 15,551,232 | | |
| | |
March 31, 2022
|
| |
December 31, 2021
|
| ||||||
Risk-free interest rate
|
| | | | 2.42% | | | | | | 1.31% | | |
Expected life of grants
|
| |
5.25 years
|
| |
5.5 years
|
| ||||||
Expected volatility of underlying shares
|
| | | | 17.0% | | | | | | 18.0% | | |
Dividends
|
| | | | 0.0% | | | | | | 0.0% | | |
| | |
December 31,
2021 |
| |
December 31,
2020 |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash
|
| | | $ | 161,277 | | | | | $ | 257,872 | | |
Prepaid expenses
|
| | | | 495,915 | | | | | | 1,125,255 | | |
Total current assets
|
| | | | 657,192 | | | | | | 1,383,127 | | |
Investments held in Trust Account
|
| | | | 817,356,537 | | | | | | 816,985,533 | | |
Total assets
|
| | | $ | 818,013,729 | | | | | $ | 818,368,660 | | |
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
|
| | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable and accrued offering costs
|
| | | $ | 6,560,426 | | | | | $ | 383,164 | | |
Advances from related party
|
| | | | 2,040,211 | | | | | | 373,517 | | |
Note payable – Sponsor
|
| | | | 5,800,000 | | | | | | 1,500,000 | | |
Total current liabilities
|
| | | | 14,400,637 | | | | | | 2,256,681 | | |
Derivative warrant liabilities
|
| | | | 55,943,533 | | | | | | 74,642,310 | | |
Deferred underwriting compensation
|
| | | | 28,588,350 | | | | | | 28,588,350 | | |
Total liabilities
|
| | | | 98,932,520 | | | | | | 105,487,341 | | |
Commitments and contingencies (Note 7) | | | | | | | | | | | | | |
Class A ordinary shares subject to possible redemption; 81,681,000 shares (at $10.00 per share) as of December 31, 2021 and 2020
|
| | | | 816,810,000 | | | | | | 816,810,000 | | |
Shareholders’ 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
|
| | | | — | | | | | | — | | |
Class B ordinary shares, $0.00005 par value, 60,000,000 shares authorized, 20,420,250 shares issued and outstanding as of December 31, 2021 and 2020
|
| | | | 1,021 | | | | | | 1,021 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (97,729,812) | | | | | | (103,929,702) | | |
Total shareholders’ deficit
|
| | | | (97,728,791) | | | | | | (103,928,681) | | |
Total liabilities and shareholders’ deficit
|
| | | $ | 818,013,729 | | | | | $ | 818,368,660 | | |
| | |
For the Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
REVENUE
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
EXPENSES | | | | | | | | | | | | | | | | | | | |
Administrative fee – related party
|
| | | | 200,650 | | | | | | 46,669 | | | | | | — | | |
General and administrative
|
| | | | 12,663,776 | | | | | | 536,614 | | | | | | 1,853 | | |
TOTAL EXPENSES
|
| | | | 12,864,426 | | | | | | 583,283 | | | | | | 1,853 | | |
OTHER INCOME (EXPENSES) | | | | | | | | | | | | | | | | | | | |
Investment income from Trust Account
|
| | | | 371,004 | | | | | | 175,533 | | | | | | — | | |
Interest expense
|
| | | | (5,465) | | | | | | (414) | | | | | | — | | |
Transaction costs allocable to warrant liability
|
| | | | — | | | | | | (2,344,508) | | | | | | — | | |
Change in fair value of derivative warrant liabilities
|
| | | | 18,698,777 | | | | | | (16,889,088) | | | | | | — | | |
TOTAL OTHER INCOME (EXPENSES)
|
| | | | 19,064,316 | | | | | | (19,058,477) | | | | | | — | | |
Net income (loss)
|
| | | $ | 6,199,890 | | | | | $ | (19,641,760) | | | | | $ | (1,853) | | |
Weighted average number of Class A ordinary shares outstanding,
basic and diluted |
| | | | 81,681,000 | | | | | | 18,828,526 | | | | | | — | | |
Basic and diluted net income (loss) per Class A ordinary share
|
| | | $ | 0.06 | | | | | $ | (0.52) | | | | | | — | | |
Weighted average number of Class B ordinary shares outstanding,
basic and diluted |
| | | | 20,420,250 | | | | | | 18,983,377 | | | | | | 18,750,000 | | |
Basic and diluted net income (loss) per Class B ordinary share
|
| | | $ | 0.06 | | | | | $ | (0.52) | | | | | $ | (0.00) | | |
| | |
Class B
Ordinary Shares |
| |
Additional
Paid-in Capital |
| |
Accumulated
Deficit |
| |
Shareholders’
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
|
| | | | 20,420,250 | | | | | $ | 1,021 | | | | | $ | — | | | | | $ | (103,929,702) | | | | | $ | (103,928,681) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | 6,199,890 | | | | | | 6,199,890 | | |
Balance as of December 31, 2021
|
| | | | 20,420,250 | | | | | $ | 1,021 | | | | | $ | — | | | | | $ | (97,729,812) | | | | | $ | (97,728,791) | | |
| | |
For the Year Ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Cash Flows From Operating Activities: | | | | | | | | | | | | | | | | | | | |
Net income (loss)
|
| | | $ | 6,199,890 | | | | | $ | (19,641,760) | | | | | $ | (1,853) | | |
Adjustments to reconcile net income (loss) to net cash used in operating activities:
|
| | | | | | | | | | | | | | | | | | |
Formation and organization costs paid by related parties
|
| | | | — | | | | | | 27,607 | | | | | | 3,707 | | |
Investment income earned on investment held in Trust Account
|
| | | | (371,004) | | | | | | (175,533) | | | | | | — | | |
Costs associated with warrant liabilities
|
| | | | — | | | | | | 2,344,508 | | | | | | — | | |
Change in fair value of derivative warrant liabilities
|
| | | | (18,698,777) | | | | | | 16,889,088 | | | | | | — | | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | | | | |
Prepaid expenses
|
| | | | 629,340 | | | | | | (1,123,401) | | | | | | (1,854) | | |
Accounts payable and accrued expenses
|
| | | | 6,179,734 | | | | | | (761,757) | | | | | | — | | |
Advances from Related Parties
|
| | | | 2,035,989 | | | | | | — | | | | | | — | | |
Net Cash Used In Operating Activities
|
| | | | (4,024,828) | | | | | | (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
|
| | | | 4,300,000 | | | | | | 1,500,000 | | | | | | — | | |
Repayment of advances from Sponsor
|
| | | | (371,767) | | | | | | — | | | | | | — | | |
Net Cash Provided By Financing Activities
|
| | | | 3,928,233 | | | | | | 819,509,120 | | | | | | — | | |
Net change in cash
|
| | | | (96,595) | | | | | | 257,872 | | | | | | — | | |
Cash at beginning of year
|
| | | | 257,872 | | | | | | — | | | | | | — | | |
Cash at end of year
|
| | | $ | 161,277 | | | | | $ | 257,872 | | | | | $ | — | | |
Supplemental disclosure of non-cash financing activities: | | | | | | | | | | | | | | | | | | | |
Deferred underwriters’ commissions charged to temporary equity in
connection with the Public Offering |
| | | $ | — | | | | | $ | 28,588,350 | | | | | $ | — | | |
Deferred offering costs paid by related party
|
| | | $ | — | | | | | $ | 345,910 | | | | | $ | 3,707 | | |
Accrued offering costs which were charged to temporary equity
|
| | | $ | — | | | | | $ | 1,144,924 | | | | | $ | — | | |
|
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, 2021 |
| |
Year Ended
December 31, 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
|
| | | $ | 4,959,912 | | | | | $ | 1,239,978 | | | | | $ | (9,780,661) | | | | | $ | (9,861,099) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted weighted average shares outstanding
|
| | | | 81,681,000 | | | | | | 20,420,250 | | | | | | 18,828,526 | | | | | | 18,983,377 | | |
Basic and diluted net income (loss) per ordinary share
|
| | | $ | 0.06 | | | | | $ | 0.06 | | | | | $ | (0.52) | | | | | $ | (0.52) | | |
Description
|
| |
Level
|
| |
December 31, 2021
|
| |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 817,356,537 | | | | | $ | 816,985,533 | | | | | $ | — | | |
Liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Warrant Liability — Private Placement Warrants
|
| | | | 3 | | | | | | 21,092,973 | | | | | | 23,455,550 | | | | | | — | | |
Warrant Liability — Public Warrants
|
| | | | 1 | | | | | | 34,850,560 | | | | | | 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 | | |
Change in fair value of derivative liabilities
|
| | | | (2,362,577) | | |
Balance, December 31, 2021
|
| | | $ | 21,092,973 | | |
| | |
December 31, 2021
|
| |
December 31, 2020
|
|
Risk-free interest rate
|
| |
1.31%
|
| |
0.49%
|
|
Expected life of grants
|
| |
5.5 years
|
| |
5.9 years
|
|
Expected volatility of underlying shares
|
| |
18.0%
|
| |
10.0 – 30.0%
|
|
Dividends
|
| |
0.0%
|
| |
0%
|
|
| | |
Page
|
| |||
Consolidated Financial Statements | | | | | | | |
| | | | F-50 | | | |
| | | | F-51 | | | |
| | | | F-52 | | | |
| | | | F-53 | | | |
| | | | F-54 | | | |
| | | | F-55 | | |
(in $ millions except share and per share data)
|
| |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Assets | | | | | | | | | | | | | |
Current assets:
|
| | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 446 | | | | | $ | 516 | | |
Accounts receivable (net of allowances for doubtful accounts of $7 and $4 as of June 30, 2022 and December 31, 2021, respectively)
|
| | | | 688 | | | | | | 381 | | |
Due from affiliates
|
| | | | 33 | | | | | | 18 | | |
Prepaid expenses and other current assets
|
| | | | 117 | | | | | | 137 | | |
Total current assets
|
| | | | 1,284 | | | | | | 1,052 | | |
Property and equipment, net
|
| | | | 210 | | | | | | 216 | | |
Equity method investments
|
| | | | 14 | | | | | | 17 | | |
Goodwill
|
| | | | 1,312 | | | | | | 1,358 | | |
Other intangible assets, net
|
| | | | 682 | | | | | | 746 | | |
Operating lease right-of-use assets
|
| | | | 48 | | | | | | 59 | | |
Deferred tax assets
|
| | | | 267 | | | | | | 282 | | |
Other non-current assets
|
| | | | 34 | | | | | | 41 | | |
Total assets
|
| | | $ | 3,851 | | | | | $ | 3,771 | | |
Liabilities, preferred shares, and stockholders’ equity | | | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | |
Accounts payable
|
| | | $ | 274 | | | | | $ | 137 | | |
Due to affiliates
|
| | | | 40 | | | | | | 41 | | |
Accrued expenses and other current liabilities
|
| | | | 441 | | | | | | 519 | | |
Current portion of operating lease liabilities
|
| | | | 19 | | | | | | 21 | | |
Current portion of long-term debt
|
| | | | 3 | | | | | | 3 | | |
Total current liabilities
|
| | | | 777 | | | | | | 721 | | |
Long-term debt, net of unamortized debt discount and debt issuance costs
|
| | | | 1,218 | | | | | | 1,020 | | |
Deferred tax liabilities
|
| | | | 115 | | | | | | 119 | | |
Pension liabilities
|
| | | | 280 | | | | | | 333 | | |
Long-term operating lease liabilities
|
| | | | 49 | | | | | | 61 | | |
Earnouts and warrants derivative liabilities
|
| | | | 121 | | | | | | — | | |
Other non-current liabilities
|
| | | | 25 | | | | | | 23 | | |
Total liabilities
|
| | | | 2,585 | | | | | | 2,277 | | |
Commitments and Contingencies (see note 12) | | | | | | | | | | | | | |
Preferred shares (par value €0.00001; 3,000,000 shares authorized; 1,500,000 shares issued
and outstanding as of December 31, 2021) |
| | | | — | | | | | | 160 | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Voting ordinary shares (par value €0.00001; 40,000,000 shares authorized; 36,000,000 shares issued and outstanding as of December 31, 2021)
|
| | | | — | | | | | | — | | |
Non-Voting ordinary shares (par value €0.00001; 15,000,000 shares authorized; 8,413,972 shares issued and outstanding as of December 31, 2021)
|
| | | | — | | | | | | — | | |
Profit Shares (par value €0.00001; 800,000 shares authorized, issued and outstanding as
of December 31, 2021) |
| | | | — | | | | | | — | | |
Class A common stock (par value $0.0001; 3,000,000,000 shares authorized; 56,945,033
shares issued and outstanding as of June 30, 2022) |
| | | | — | | | | | | — | | |
Class B common stock (par value $0.0001; 3,000,000,000 shares authorized; 394,448,481
shares issued and outstanding as of June 30, 2022) |
| | | | — | | | | | | — | | |
Additional paid-in capital
|
| | | | 244 | | | | | | 2,560 | | |
Accumulated deficit
|
| | | | (128) | | | | | | (1,065) | | |
Accumulated other comprehensive loss
|
| | | | (30) | | | | | | (162) | | |
Total equity of the Company’s stockholders
|
| | | | 86 | | | | | | 1,333 | | |
Equity attributable to noncontrolling interest in subsidiaries
|
| | | | 1,180 | | | | | | 1 | | |
Total stockholders’ equity
|
| | | | 1,266 | | | | | | 1,334 | | |
Total liabilities, preferred shares, and stockholders’ equity
|
| | | $ | 3,851 | | | | | $ | 3,771 | | |
| | |
Three months ended
June 30, |
| |
Six months ended
June 30, |
| ||||||||||||||||||
(in $ millions, except share and per share data)
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
| ||||||||||||
Revenue
|
| | | $ | 486 | | | | | $ | 153 | | | | | $ | 836 | | | | | $ | 279 | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenue (excluding depreciation and amortization shown separately below)
|
| | | | 199 | | | | | | 95 | | | | | | 372 | | | | | | 177 | | |
Sales and marketing
|
| | | | 82 | | | | | | 45 | | | | | | 154 | | | | | | 88 | | |
Technology and content
|
| | | | 95 | | | | | | 59 | | | | | | 185 | | | | | | 116 | | |
General and administrative
|
| | | | 89 | | | | | | 41 | | | | | | 154 | | | | | | 80 | | |
Restructuring charges
|
| | | | (5) | | | | | | (9) | | | | | | (3) | | | | | | (9) | | |
Depreciation and amortization
|
| | | | 45 | | | | | | 36 | | | | | | 89 | | | | | | 70 | | |
Total operating expenses
|
| | | | 505 | | | | | | 267 | | | | | | 951 | | | | | | 522 | | |
Operating loss
|
| | | | (19) | | | | | | (114) | | | | | | (115) | | | | | | (243) | | |
Interest expense
|
| | | | (24) | | | | | | (13) | | | | | | (43) | | | | | | (24) | | |
Fair value movement on earnouts and warrants derivative liabilities
|
| | | | 36 | | | | | | — | | | | | | 36 | | | | | | — | | |
Other income, net
|
| | | | 2 | | | | | | — | | | | | | 2 | | | | | | 5 | | |
Loss before income taxes and share of losses from equity method investments
|
| | | | (5) | | | | | | (127) | | | | | | (120) | | | | | | (262) | | |
Benefit from income taxes
|
| | | | 4 | | | | | | 73 | | | | | | 29 | | | | | | 95 | | |
Share of losses from equity method investments
|
| | | | (1) | | | | | | (1) | | | | | | (2) | | | | | | (2) | | |
Net loss
|
| | | | (2) | | | | | | (55) | | | | | | (93) | | | | | | (169) | | |
Less: Net loss attributable to non-controlling interests in
subsidiaries |
| | | | (23) | | | | | | (55) | | | | | | (114) | | | | | | (169) | | |
Net income attributable to the Company’s Class A common stockholders
|
| | | $ | 21 | | | | | $ | — | | | | | $ | 21 | | | | | $ | — | | |
Basic earnings per share attributable to the Company’s Class A common stockholders
|
| | | $ | 0.44 | | | | | | | | | | | $ | 0.44 | | | | | | | | |
Weighted average number of shares outstanding – Basic
|
| | | | 48,867,969 | | | | | | | | | | | | 48,867,969 | | | | | | | | |
Diluted loss per share attributable to the Company’s
Class A common stockholders |
| | | $ | — | | | | | | | | | | | $ | (0.21) | | | | | | | | |
Weighted average number of shares outstanding – Diluted
|
| | | | 444,320,221 | | | | | | | | | | | | 444,320,221 | | | | | | | | |
| | |
Three months ended
June 30, |
| |
Six months ended
June 30, |
| ||||||||||||||||||
(in $ millions)
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
| ||||||||||||
Net loss
|
| | | $ | (2) | | | | | $ | (55) | | | | | $ | (93) | | | | | $ | (169) | | |
Other comprehensive (loss) income, net of tax: | | | | | | | | | | | | | | | | | | | | | | | | | |
Change in currency translation adjustments, net of tax
|
| | | | (74) | | | | | | 7 | | | | | | (90) | | | | | | (2) | | |
Unrealized gains on cash flow hedge, net of tax
|
| | | | 4 | | | | | | — | | | | | | 13 | | | | | | — | | |
Amortization of actuarial loss and prior service cost in net periodic pension cost
|
| | | | 1 | | | | | | — | | | | | | 1 | | | | | | — | | |
Other comprehensive (loss) income, net of tax
|
| | | | (69) | | | | | | 7 | | | | | | (76) | | | | | | (2) | | |
Comprehensive loss
|
| | | | (71) | | | | | | (48) | | | | | | (169) | | | | | | (171) | | |
Less: Comprehensive loss attributable to non-controlling interests in subsidiaries
|
| | | | (88) | | | | | | (48) | | | | | | (186) | | | | | | (171) | | |
Comprehensive income attributable to the Company’s Class A common
stockholders |
| | | | 17 | | | | | | — | | | | | | 17 | | | | | | — | | |
| | |
Six months ended
June 30, |
| |||||||||
(in $ millions)
|
| |
2022
|
| |
2021
|
| ||||||
Operating activities: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (93) | | | | | $ | (169) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 89 | | | | | | 70 | | |
Deferred tax benefit
|
| | | | (31) | | | | | | (97) | | |
Equity-based compensation
|
| | | | 8 | | | | | | 1 | | |
Provision for (release of) allowance for doubtful accounts
|
| | | | 1 | | | | | | (4) | | |
Share of losses from equity-method investments
|
| | | | 2 | | | | | | 2 | | |
Amortization of debt discount and debt issuance costs
|
| | | | 2 | | | | | | 2 | | |
Fair value movements on earnouts and warrants derivative liabilities
|
| | | | (36) | | | | | | — | | |
Other non-cash
|
| | | | — | | | | | | (3) | | |
Pension contributions
|
| | | | (19) | | | | | | (12) | | |
Proceeds from termination of interest rate swap derivative contract
|
| | | | 23 | | | | | | — | | |
Changes in working capital, net of effects from acquisition
|
| | | | | | | | | | | | |
Accounts receivables
|
| | | | (346) | | | | | | (28) | | |
Prepaid expenses and other current assets
|
| | | | (8) | | | | | | 44 | | |
Due from affiliates
|
| | | | (15) | | | | | | 7 | | |
Due to affiliates
|
| | | | — | | | | | | 4 | | |
Accounts payable, accrued expenses and other current liabilities
|
| | | | 114 | | | | | | (53) | | |
Net cash used in operating activities
|
| | | | (309) | | | | | | (236) | | |
Investing activities: | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (42) | | | | | | (18) | | |
Business acquisition, net of cash acquired
|
| | | | — | | | | | | (53) | | |
Net cash used in investing activities
|
| | | | (42) | | | | | | (71) | | |
Financing activities: | | | | | | | | | | | | | |
Proceeds from reverse recapitalization, net
|
| | | | 269 | | | | | | — | | |
Redemption of preference shares
|
| | | | (168) | | | | | | — | | |
Proceeds from issuance of preferred shares
|
| | | | — | | | | | | 100 | | |
Proceeds from senior secured term loans
|
| | | | 200 | | | | | | 100 | | |
Repayment of senior secured term loans
|
| | | | (1) | | | | | | (4) | | |
Repayment of finance lease obligations
|
| | | | (2) | | | | | | (2) | | |
Payment of lender fees and issuance costs for senior secured term loans facilities
|
| | | | — | | | | | | (6) | | |
Capital distributions to stockholders
|
| | | | — | | | | | | (1) | | |
Net cash from financing activities
|
| | | | 298 | | | | | | 187 | | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
| | | | (16) | | | | | | (1) | | |
Net decrease in cash, cash equivalents and restricted cash
|
| | | | (69) | | | | | | (121) | | |
Cash, cash equivalents and restricted cash, beginning of period
|
| | | | 525 | | | | | | 593 | | |
Cash, cash equivalents and restricted cash, end of period
|
| | | $ | 456 | | | | | $ | 472 | | |
Supplemental cash flow information: | | | | | | | | | | | | | |
Cash (received) paid for income taxes (net of refunds)
|
| | | $ | (1) | | | | | $ | 1 | | |
Cash paid for interest (net of interest received)
|
| | | $ | 38 | | | | | $ | 20 | | |
Dividend accrued on preferred shares
|
| | | $ | 8 | | | | | $ | 2 | | |
Non-cash additions for operating lease right-of-use assets
|
| | | $ | — | | | | | $ | 11 | | |
| | |
As of
|
| |||||||||
(in $ millions)
|
| |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
Cash and cash equivalents
|
| | | $ | 446 | | | | | $ | 516 | | |
Restricted cash (included in other non-current assets)
|
| | | | 10 | | | | | | 9 | | |
Cash, cash equivalents and restricted cash
|
| | | $ | 456 | | | | | $ | 525 | | |
| | |
Voting ordinary
shares |
| |
Non-Voting
ordinary shares |
| |
Profit
shares |
| |
Class A
common stock |
| |
Class B
common stock |
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Accumulated
other comprehensive loss |
| |
Total
equity of the Company’s stockholders |
| |
Equity
attributable to non-controlling interest in subsidiaries |
| |
Total
stockholders’ equity |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Number
|
| |
Amount
|
| |
Number
|
| |
Amount
|
| |
Number
|
| |
Amount
|
| |
Number
|
| |
Amount
|
| |
Number
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2021
|
| | | | 36,000,000 | | | | | | — | | | | | | 8,413,972 | | | | | | — | | | | | | 800,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,560 | | | | | | (1,065) | | | | | | (162) | | | | | | 1,333 | | | | | | 1 | | | | | | 1,334 | | |
Dividend on preferred shares (see
note 17) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5) | | | | | | — | | | | | | — | | | | | | (5) | | | | | | — | | | | | | (5) | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | — | | | | | | — | | | | | | 3 | | | | | | — | | | | | | 3 | | |
Other comprehensive loss, net of tax
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (7) | | | | | | (7) | | | | | | — | | | | | | (7) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (91) | | | | | | — | | | | | | (91) | | | | | | — | | | | | | (91) | | |
Balance as of March 31, 2022
|
| | | | 36,000,000 | | | | | | — | | | | | | 8,413,972 | | | | | | — | | | | | | 800,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,558 | | | | | | (1,156) | | | | | | (169) | | | | | | 1,233 | | | | | | 1 | | | | | | 1,234 | | |
Dividend on preferred shares (see
note 17) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3) | | | | | | — | | | | | | — | | | | | | (3) | | | | | | — | | | | | | (3) | | |
Equity-based compensation prior to reverse
recapitalization |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2 | | | | | | — | | | | | | — | | | | | | 2 | | | | | | — | | | | | | 2 | | |
Additional shares issued to Expedia (see notes 7 and 8)
|
| | | | — | | | | | | — | | | | | | 59,111 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6 | | | | | | — | | | | | | — | | | | | | 6 | | | | | | — | | | | | | 6 | | |
Net loss prior to reverse recapitalization
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (30) | | | | | | — | | | | | | (30) | | | | | | — | | | | | | (30) | | |
Other comprehensive loss, net of tax, prior
to reverse recapitalization |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (40) | | | | | | (40) | | | | | | — | | | | | | (40) | | |
Reverse recapitalization, net (see
note 6) |
| | | | (36,000,000) | | | | | | — | | | | | | (8,473,083) | | | | | | — | | | | | | (800,000) | | | | | | — | | | | | | 56,945,033 | | | | | | — | | | | | | 394,448,481 | | | | | | — | | | | | | (2,322) | | | | | | 1,037 | | | | | | 183 | | | | | | (1,102) | | | | | | 1,197 | | | | | | 95 | | |
Equity-based compensation after the reverse recapitalization
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3 | | | | | | — | | | | | | — | | | | | | 3 | | | | | | — | | | | | | 3 | | |
Net income after the reverse recapitalization
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21 | | | | | | — | | | | | | 21 | | | | | | 7 | | | | | | 28 | | |
Other comprehensive loss, net of tax, after
the reverse recapitalization |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (4) | | | | | | (4) | | | | | | (25) | | | | | | (29) | | |
Balance as of June 30, 2022
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 56,945,033 | | | | | | — | | | | | | 394,448,481 | | | | | | — | | | | | | 244 | | | | | | (128) | | | | | | (30) | | | | | | 86 | | | | | | 1,180 | | | | | | 1,266 | | |
| | |
Voting ordinary
shares |
| |
Non-Voting
ordinary shares |
| |
Profit
shares |
| |
Class A
common stock |
| |
Class B
common stock |
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Accumulated
other comprehensive loss |
| |
Total
equity of the Company’s stockholders |
| |
Equity
attributable to non-controlling interest in subsidiaries |
| |
Total
stockholders’ equity |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Number
|
| |
Amount
|
| |
Number
|
| |
Amount
|
| |
Number
|
| |
Amount
|
| |
Number
|
| |
Amount
|
| |
Number
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020
|
| | | | 36,000,000 | | | | | | — | | | | | | 8,413,972 | | | | | | — | | | | | | 800,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,752 | | | | | | (592) | | | | | | (179) | | | | | | 981 | | | | | | 3 | | | | | | 984 | | |
Other comprehensive loss, net of tax
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (9) | | | | | | (9) | | | | | | — | | | | | | (9) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (114) | | | | | | — | | | | | | (114) | | | | | | — | | | | | | (114) | | |
Balance as of March 31, 2021
|
| | | | 36,000,000 | | | | | | — | | | | | | 8,413,972 | | | | | | — | | | | | | 800,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,752 | | | | | | (706) | | | | | | (188) | | | | | | 858 | | | | | | 3 | | | | | | 861 | | |
Dividend on preferred shares (see note 17)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2) | | | | | | — | | | | | | — | | | | | | (2) | | | | | | — | | | | | | (2) | | |
Equity-based compensation
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | — | | | | | | — | | | | | | 1 | | | | | | — | | | | | | 1 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (54) | | | | | | — | | | | | | (54) | | | | | | (1) | | | | | | (55) | | |
Other comprehensive income, net of tax,
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7 | | | | | | 7 | | | | | | — | | | | | | 7 | | |
Balance as of June 30, 2021
|
| | | | 36,000,000 | | | | | | — | | | | | | 8,413,972 | | | | | | — | | | | | | 800,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,751 | | | | | | (760) | | | | | | (181) | | | | | | 810 | | | | | | 2 | | | | | | 812 | | |
| | |
Three months ended
June 30, |
| |
Six months ended
June 30, |
| ||||||||||||||||||
(in $ millions)
|
| |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
| ||||||||||||
Travel revenue
|
| | | $ | 388 | | | | | $ | 79 | | | | | $ | 645 | | | | | $ | 141 | | |
Products and professional services revenue
|
| | | | 98 | | | | | | 74 | | | | | | 191 | | | | | | 138 | | |
Total revenue
|
| | | $ | 486 | | | | | $ | 153 | | | | | $ | 836 | | | | | $ | 279 | | |
| | |
Accounts
receivables, net(1) |
| |
Contract
liabilities |
| |
Contract
liabilities |
| |||||||||
(in $ millions)
|
| |
Client incentives, net
(non-current) |
| |
Deferred revenue
(current) |
| ||||||||||||
Balance as of June 30, 2022
|
| | | $ | 688 | | | | | $ | 6 | | | | | $ | 24 | | |
Balance as of December 31, 2021
|
| | | $ | 375 | | | | | $ | 3 | | | | | $ | 18 | | |
| | |
As of
|
| |||||||||
(in $ millions)
|
| |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
Prepaid operating expenses
|
| | | $ | 49 | | | | | $ | 42 | | |
Income tax receivable / prepayments
|
| | | | 30 | | | | | | 32 | | |
Deferred offering costs
|
| | | | — | | | | | | 21 | | |
Value added and similar taxes receivables
|
| | | | 15 | | | | | | 11 | | |
Other prepayments and receivables
|
| | | | 23 | | | | | | 31 | | |
Prepaid expenses and other current assets
|
| | | $ | 117 | | | | | $ | 137 | | |
| | |
As of
|
| |||||||||
(in $ millions)
|
| |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
Capitalized software for internal use
|
| | | $ | 314 | | | | | $ | 304 | | |
Computer equipment
|
| | | | 74 | | | | | | 65 | | |
Leasehold improvements
|
| | | | 51 | | | | | | 52 | | |
Furniture, fixtures and other equipment
|
| | | | 6 | | | | | | 6 | | |
Capital projects in progress
|
| | | | 22 | | | | | | 9 | | |
| | | | | 467 | | | | | | 436 | | |
Less: accumulated depreciation and amortization
|
| | | | (257) | | | | | | (220) | | |
Property and equipment, net
|
| | | $ | 210 | | | | | $ | 216 | | |
(in $ millions)
|
| |
Amount
|
| |||
Balance as of December 31, 2021
|
| | | $ | 1,358 | | |
Egencia acquisition adjustments(1)
|
| | | | 7 | | |
Currency translation adjustments
|
| | | | (53) | | |
Balance as of June 30, 2022
|
| | | $ | 1,312 | | |
| | |
June 30, 2022
|
| |
December 31, 2021
|
| ||||||||||||||||||||||||||||||
(in $ millions)
|
| |
Cost
|
| |
Accumulated
depreciation |
| |
Net
|
| |
Cost
|
| |
Accumulated
depreciation |
| |
Net
|
| ||||||||||||||||||
Trademarks/tradenames
|
| | | $ | 115 | | | | | $ | (65) | | | | | $ | 50 | | | | | $ | 115 | | | | | $ | (62) | | | | | $ | 53 | | |
Corporate client relationships
|
| | | | 815 | | | | | | (237) | | | | | | 578 | | | | | | 815 | | | | | | (189) | | | | | | 626 | | |
Supplier relationship
|
| | | | 254 | | | | | | (201) | | | | | | 53 | | | | | | 254 | | | | | | (188) | | | | | | 66 | | |
Travel partner network
|
| | | | 4 | | | | | | (3) | | | | | | 1 | | | | | | 4 | | | | | | (3) | | | | | | 1 | | |
Other intangible assets
|
| | | $ | 1,188 | | | | | $ | (506) | | | | | $ | 682 | | | | | $ | 1,188 | | | | | $ | (442) | | | | | $ | 746 | | |
| | |
As of
|
| |||||||||
(in $ millions)
|
| |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
Accrued payroll and related costs
|
| | | $ | 165 | | | | | $ | 198 | | |
Accrued operating expenses
|
| | | | 128 | | | | | | 147 | | |
Accrued restructuring costs (see note 10)
|
| | | | 36 | | | | | | 69 | | |
Client deposits
|
| | | | 44 | | | | | | 59 | | |
Deferred revenue
|
| | | | 24 | | | | | | 18 | | |
Value added and similar taxes payable
|
| | | | 10 | | | | | | 6 | | |
Income tax payable
|
| | | | 7 | | | | | | 7 | | |
Other payables
|
| | | | 27 | | | | | | 15 | | |
Accrued expenses and other current liabilities
|
| | | $ | 441 | | | | | $ | 519 | | |
(in $ millions)
|
| |
Employee
related |
| |
Facility
|
| |
Total
|
| |||||||||
Balance as of December 31, 2021
|
| | | $ | 64 | | | | | $ | 5 | | | | | $ | 69 | | |
Reversal of accruals
|
| | | | (1) | | | | | | (2) | | | | | | (3) | | |
Cash settled
|
| | | | (30) | | | | | | — | | | | | | (30) | | |
Balance as of June 30, 2022
|
| | | $ | 33 | | | | | $ | 3 | | | | | $ | 36 | | |
| | |
As of
|
| |||||||||
(in $ millions)
|
| |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
Senior Secured Credit Agreement | | | | | | | | | | | | | |
Principal amount of senior secured initial term loans (Maturity – August 2025)(1)
|
| | | $ | 241 | | | | | $ | 242 | | |
Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026)(2)
|
| | | | 1,000 | | | | | | 800 | | |
Principal amount of senior secured revolving credit facility (Maturity – August 2023)(3)
|
| | | | — | | | | |
|
—
|
| |
| | | | | 1,241 | | | | | | 1,042 | | |
Less: Unamortized debt discount and debt issuance costs
|
| | | | (20) | | | | | | (19) | | |
Total debt, net of unamortized debt discount and debt issuance costs
|
| | | | 1,221 | | | | | | 1,023 | | |
Less: Current portion of long-term debt
|
| | | | (3) | | | | | | (3) | | |
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs
|
| | | $ | 1,218 | | | | | $ | 1,020 | | |
(in $ millions)
|
| |
Currency
translation adjustments |
| |
Defined
benefit plan related |
| |
Unrealized gain on
cash flow hedge and hedge of investments in foreign subsidiary |
| |
Total accumulated
other comprehensive loss |
| ||||||||||||
Balance as of December 31, 2021
|
| | | $ | (38) | | | | | $ | (128) | | | | | $ | 4 | | | | | $ | (162) | | |
Net changes prior to reverse recapitalization,
net of tax benefit, $0 |
| | | | (59) | | | | | | — | | | | | | 12 | | | | | | (47) | | |
Allocated to non-controlling interest
|
| | | | 85 | | | | | | 112 | | | | | | (14) | | | | | | 183 | | |
Net changes post reverse recapitalization,
net of tax benefit, $0 |
| | | | (4) | | | | | | — | | | | | | — | | | | | | (4) | | |
Balance as of June 30, 2022
|
| | | $ | (16) | | | | | $ | (16) | | | | | $ | 2 | | | | | $ | (30) | | |
(in $ millions)
|
| |
Currency
translation adjustments |
| |
Defined
benefit plan related |
| |
Unrealized gain on
cash flow hedge and 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 period, net of tax benefit, $0
|
| | | | (2) | | | | | | — | | | | | | — | | | | | | (2) | | |
Balance as of June 30, 2021
|
| | | $ | (25) | | | | | $ | (160) | | | | | $ | 4 | | | | | $ | (181) | | |
(in $ millions, except share and per share data)
|
| |
Three months ended
June 30, 2022 |
| |
Six months ended
June 30, 2022 |
| ||||||
Numerator – Basic and diluted earnings (loss) per share: | | | | | | | | | | | | | |
Net income attributable to the Company’s Class A common stockholders (A)
|
| | | $ | 21 | | | | | $ | 21 | | |
Add: Net loss attributable to non-controlling interests in subsidiaries(1)
|
| | | | (23) | | | | | | (114) | | |
Net loss attributable to the Company’s Class A and Class B common
stockholders – Diluted (B) |
| | | $ | (2) | | | | | $ | (93) | | |
Denominator – Basic and diluted weighted average number of shares outstanding:
|
| | | | | | | | | | | | |
Weighted average number of Class A common stock outstanding –
Basic (C) |
| | | | 48,867,969 | | | | | | 48,867,969 | | |
Assumed exercise of GBTG MIP Options
|
| | | | 1,003,771 | | | | | | 1,003,771 | | |
Assumed conversion of Class B common stock
|
| | | | 394,448,481 | | | | | | 394,448,481 | | |
Weighted average number of Class A common stock outstanding – Diluted (D)
|
| | | | 444,320,221 | | | | | | 444,320,221 | | |
(in $ millions, except share and per share data)
|
| |
Three months ended
June 30, 2022 |
| |
Six months ended
June 30, 2022 |
| ||||||
Basic earnings per share attributable to the Company’s Class A common
stockholders: (A) / (C) |
| | | $ | 0.44 | | | | | $ | 0.44 | | |
Diluted loss per share attributable to the Company’s Class A and Class B common stockholders: (B) / (D)
|
| | | $ | — | | | | | $ | (0.21) | | |
|
(in $ millions)
|
| |
Balance sheet
location |
| |
As of
June 30, 2022 |
| |
As of
December 31, 2021 |
| ||||||
Derivatives designated as hedging instruments
|
| | | | | | | | | | | | | | | |
Interest rate swaps
|
| |
Other non-current liabilities
|
| | | $ | 10 | | | | | | — | | |
Derivatives not designated as hedging instruments
|
| | | | | | | | | | | | | | | |
Earnout Shares
|
| |
Earnouts and warrants derivative liabilities
|
| | | $ | 77 | | | | | | — | | |
Warrants
|
| |
Earnouts and warrants derivative liabilities
|
| | | | 44 | | | | | | — | | |
| | | | | | | $ | 121 | | | | | | — | | |
| | |
Amount of gain recognized in
other comprehensive loss |
| |
Statement of
operations location |
| |
Amount of gain recognized in
statements of operations |
| ||||||||||||||||||||||||||||||||||||||||||
| | |
Three months
ended June 30 |
| |
Six months
ended June 30 |
| | | | |
Three months
ended June 30 |
| |
Six months
ended June 30 |
| ||||||||||||||||||||||||||||||||||||
| | |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
| | | | |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
| ||||||||||||||||||||||||
Derivatives designated as hedging instruments
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate swap
|
| | | $ | 4 | | | | | | — | | | | | $ | 13 | | | | |
|
—
|
| | |
NA
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
Derivatives not designated as hedging instruments
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Earnout Share
|
| | | | NA | | | | | | — | | | | | | NA | | | | |
|
—
|
| | |
Fair value movement
on earnouts and warrants derivative liabilities |
| | | $ | 23 | | | | | | — | | | | | $ | 23 | | | | |
|
—
|
| |
Warrants
|
| | | | NA | | | | | | — | | | | | | NA | | | | |
|
—
|
| | |
Fair value movement
on earnouts and warrants derivative liabilities |
| | | | 13 | | | | | | — | | | | | | 13 | | | | |
|
—
|
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 36 | | | | | | — | | | | | $ | 36 | | | | |
|
—
|
| |
| | | | | |
As of
|
| |||||||||
(in $ millions)
|
| |
Fair Value
Hierarchy |
| |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
Interest rate swaps
|
| |
Level 2
|
| | | $ | 10 | | | | | $ | — | | |
Earnout Shares
|
| |
Level 3
|
| | | | 77 | | | | |
|
—
|
| |
Public warrants
|
| |
Level 1
|
| | | | 28 | | | | |
|
—
|
| |
Private warrants
|
| |
Level 3
|
| | | | 16 | | | | |
|
—
|
| |
| | |
As of
|
| |||||||||
| | |
May 27,
2022 |
| |
June 30,
2022 |
| ||||||
Stock price ($)
|
| | | $ | 7.39 | | | | | $ | 6.31 | | |
Risk-free interest rate
|
| | | | 2.81% | | | | | | 3.01% | | |
Volatility
|
| | | | 37.5% | | | | | | 40.0% | | |
Expected term (years)
|
| | | | 5.00 | | | | | | 4.92 | | |
Expected dividends
|
| | | | 0.0% | | | | | | 0.0% | | |
Fair value ($) (per Earnout Share – Tranche 1)
|
| | | $ | 4.82 | | | | | $ | 3.72 | | |
Fair value ($) (per Earnout Share – Tranche 2)
|
| | | $ | 3.98 | | | | | $ | 3.04 | | |
| | |
As of
|
| |||||||||
| | |
May 27,
2022 |
| |
June 30,
2022 |
| ||||||
Stock price ($)
|
| | | $ | 7.39 | | | | | $ | 6.31 | | |
Exercise price ($)
|
| | | $ | 11.50 | | | | | $ | 11.50 | | |
Risk-free interest rate
|
| | | | 2.70% | | | | | | 3.00% | | |
Volatility
|
| | | | 37.5% | | | | | | 40.0% | | |
Expected term (years)
|
| | | | 5.00 | | | | | | 4.92 | | |
Expected dividends
|
| | | | 0.00% | | | | | | 0.00% | | |
Fair value ($) (per private warrant)
|
| | | $ | 1.68 | | | | | $ | 1.30 | | |
| | |
Earnout Shares to
stockholders |
| |
Private
warrants |
| ||||||
As of date of Business Combination – May 27, 2022
|
| | | $ | 100 | | | | | $ | 21 | | |
Change in fair value
|
| | | | (23) | | | | | | (5) | | |
Balance as of June 30, 2022
|
| | | $ | 77 | | | | | $ | 16 | | |
| | |
Fair
Value Hierarchy |
| |
As of
June 30, 2022 |
| |
As of
December 31, 2021 |
| ||||||||||||||||||
(in $ millions)
|
| |
Carrying
amount(1) |
| |
Fair
value |
| |
Carrying
amount(1) |
| |
Fair
value |
| |||||||||||||||
Senior secured initial term loans
|
| |
Level 2
|
| | | $ | 235 | | | | | $ | 219 | | | | | $ | 236 | | | | | $ | 233 | | |
Senior secured tranche B-3 term loans
|
| |
Level 3
|
| | | $ | 986 | | | | | $ | 1,013 | | | | | $ | 787 | | | | | $ | 800 | | |
| | |
As of December 31,
|
| |||||||||
(in $ millions except share and per share data)
|
| |
2021
|
| |
2020
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets:
|
| | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 516 | | | | | $ | 584 | | |
Accounts receivable (net of allowances for doubtful accounts of $4 and $14 as of December 31, 2021 and 2020, respectively)
|
| | | | 381 | | | | | | 144 | | |
Due from affiliates
|
| | | | 18 | | | | | | 15 | | |
Prepaid expenses and other current assets
|
| | | | 137 | | | | | | 126 | | |
Total current assets
|
| | | | 1,052 | | | | | | 869 | | |
Property and equipment, net
|
| | | | 216 | | | | | | 194 | | |
Equity method investments
|
| | | | 17 | | | | | | 23 | | |
Goodwill
|
| | | | 1,358 | | | | | | 1,028 | | |
Other intangible assets, net
|
| | | | 746 | | | | | | 348 | | |
Operating lease right-of-use assets
|
| | | | 59 | | | | | | 55 | | |
Deferred tax assets
|
| | | | 282 | | | | | | 217 | | |
Other non-current assets
|
| | | | 41 | | | | | | 24 | | |
Total assets
|
| | | $ | 3,771 | | | | | $ | 2,758 | | |
Liabilities, preferred shares and shareholders’ equity | | | | | | | | | | | | | |
Current liabilities:
|
| | | | | | | | | | | | |
Accounts payable
|
| | | $ | 137 | | | | | $ | 96 | | |
Due to affiliates
|
| | | | 41 | | | | | | 7 | | |
Accrued expenses and other current liabilities
|
| | | | 519 | | | | | | 440 | | |
Current portion of operating lease liabilities
|
| | | | 21 | | | | | | 20 | | |
Current portion of long-term debt
|
| | | | 3 | | | | | | 7 | | |
Total current liabilities
|
| | | | 721 | | | | | | 570 | | |
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs
|
| | | | 1,020 | | | | | | 617 | | |
Deferred tax liabilities
|
| | | | 119 | | | | | | 100 | | |
Pension liabilities
|
| | | | 333 | | | | | | 413 | | |
Long-term operating lease liabilities
|
| | | | 61 | | | | | | 58 | | |
Other non-current liabilities
|
| | | | 23 | | | | | | 16 | | |
Total liabilities
|
| | | | 2,277 | | | | | | 1,774 | | |
Commitments and Contingencies (see note 18)
|
| | | | | | | | | | | | |
Preferred shares (par value €0.00001; 3,000,000 shares and Nil shares authorized as
of December 31, 2021 and 2020, respectively; 1,500,000 shares and Nil shares issued and outstanding as of December 31, 2021 and 2020, respectively; redemption amount of $160 and Nil as of December 31, 2021 and 2020, respectively) |
| | | | 160 | | | | |
|
—
|
| |
Shareholders’ equity:
|
| | | | | | | | | | | | |
Voting ordinary shares (par value €0.00001; 40,000,000 shares authorized as of both December 31, 2021 and 2020; 36,000,000 shares issued and outstanding as of both December 31, 2021 and 2020)
|
| | |
|
—
|
| | | |
|
—
|
| |
| | |
As of December 31,
|
| |||||||||
(in $ millions except share and per share data)
|
| |
2021
|
| |
2020
|
| ||||||
Non-Voting ordinary shares (par value €0.00001; 15,000,000 shares and Nil shares
authorized as of December 31, 2021 and 2020, respectively; 8,413,972 shares and Nil shares issued and outstanding as of December 31, 2021 and 2020, respectively) |
| | |
|
—
|
| | | |
|
—
|
| |
Profit shares (par value €0.00001; 800,000 shares authorized as of both December 31, 2021 and 2020; 800,000 shares issued and outstanding as of both December 31, 2021 and 2020)
|
| | |
|
—
|
| | | |
|
—
|
| |
Management incentive plan shares (par value €0.00001, 4,764,000 shares and 3,264,000 shares authorized as of December 31, 2021 and 2020, respectively; no shares issued and outstanding as of both December 31, 2021 and 2020)
|
| | |
|
—
|
| | | |
|
—
|
| |
Additional paid-in capital
|
| | | | 2,560 | | | | | | 1,752 | | |
Accumulated deficit
|
| | | | (1,065) | | | | | | (592) | | |
Accumulated other comprehensive loss
|
| | | | (162) | | | | | | (179) | | |
Total equity of the Company’s shareholders
|
| | | | 1,333 | | | | | | 981 | | |
Equity attributable to noncontrolling interest in subsidiaries
|
| | | | 1 | | | | | | 3 | | |
Total shareholders’ equity
|
| | | | 1,334 | | | | | | 984 | | |
Total liabilities, preferred shares and shareholders’ equity
|
| | | $ | 3,771 | | | | | $ | 2,758 | | |
|
| | |
Year ended December 31,
|
| |||||||||||||||
(in $ millions, except share and per share data)
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Revenue
|
| | | $ | 763 | | | | | $ | 793 | | | | | $ | 2,119 | | |
Costs and expenses: | | | | | | | | | | | | | | | | | | | |
Cost of revenue (excluding depreciation and amortization shown separately below)
|
| | | | 477 | | | | | | 529 | | | | | | 880 | | |
Sales and marketing
|
| | | | 201 | | | | | | 199 | | | | | | 286 | | |
Technology and content
|
| | | | 264 | | | | | | 277 | | | | | | 339 | | |
General and administrative
|
| | | | 213 | | | | | | 181 | | | | | | 255 | | |
Restructuring charges
|
| | | | 14 | | | | | | 206 | | | | | | 12 | | |
Depreciation and amortization
|
| | | | 154 | | | | | | 148 | | | | | | 141 | | |
Total operating expenses
|
| | | | 1,323 | | | | | | 1,540 | | | | | | 1,913 | | |
Operating (loss) income
|
| | | | (560) | | | | | | (747) | | | | | | 206 | | |
Interest income
|
| | | | 1 | | | | | | 1 | | | | | | 5 | | |
Interest expense
|
| | | | (53) | | | | | | (27) | | | | | | (15) | | |
Loss on early extinguishment of debt
|
| | | | (49) | | | | |
|
—
|
| | | |
|
—
|
| |
Other income (expense), net
|
| | | | 8 | | | | | | 14 | | | | | | (3) | | |
(Loss) income before income taxes and share of (losses) earnings from equity method investments
|
| | | | (653) | | | | | | (759) | | | | | | 193 | | |
Benefit from (provision for) income taxes
|
| | | | 186 | | | | | | 145 | | | | | | (60) | | |
Share of (losses) earnings from equity method investments
|
| | | | (8) | | | | | | (5) | | | | | | 5 | | |
Net (loss) income
|
| | | | (475) | | | | | | (619) | | | | | | 138 | | |
Net loss (income) attributable to non-controlling interests in
subsidiaries |
| | | | 2 | | | | | | 1 | | | | | | (4) | | |
Net (loss) income attributable to the Company
|
| | | | (473) | | | | | | (618) | | | | | | 134 | | |
Preferred shares dividend
|
| | | | (10) | | | | |
|
—
|
| | | |
|
—
|
| |
Net (loss) income attributable to the shareholders of the Company’s ordinary shares
|
| | | $ | (483) | | | | | $ | (618) | | | | | $ | 134 | | |
(Loss) earnings per share attributable to the shareholders of the Company’s ordinary shares — Basic:
|
| | | | | | | | | | | | | | | | | | |
(Loss) earnings per share
|
| | | $ | (12.91) | | | | | $ | (17.18) | | | | | $ | 3.72 | | |
Weighted average number of shares outstanding
|
| | | | 37,406,171 | | | | | | 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
|
| | | $ | (12.91) | | | | | $ | (17.18) | | | | | $ | 3.61 | | |
Weighted average number of shares outstanding
|
| | | | 37,406,171 | | | | | | 36,000,000 | | | | | | 37,102,120 | | |
| | |
Year ended December 31,
|
| |||||||||||||||
(in $ millions except share and per share data)
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Net (loss) income
|
| | | $ | (475) | | | | | $ | (619) | | | | | $ | 138 | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | | | | |
Change in currency translation adjustments, net of tax
|
| | | | (15) | | | | | | (2) | | | | | | (4) | | |
Change in defined benefit plans, net of tax
|
| | | | | | | | | | | | | | | | | | |
Actuarial gain (loss), net and prior service cost arising during the year
|
| | | | 28 | | | | | | (80) | | | | | | (55) | | |
Amortization of actuarial loss and prior service cost in net periodic pension cost
|
| | | | 4 | | | | | | 1 | | | | |
|
—
|
| |
Other comprehensive income (loss), net of tax
|
| | | | 17 | | | | | | (81) | | | | | | (59) | | |
Comprehensive (loss) income
|
| | | | (458) | | | | | | (700) | | | | | | 79 | | |
Comprehensive loss (income) attributable to non-controlling interests in subsidiaries
|
| | | | 2 | | | | | | 1 | | | | | | (4) | | |
Comprehensive (loss) income attributable to the Company
|
| | | | (456) | | | | | | (699) | | | | | | 75 | | |
Preferred shares dividend
|
| | | | (10) | | | | |
|
—
|
| | | |
|
—
|
| |
Comprehensive (loss) income attributable to the shareholders of the Company’s ordinary shares
|
| | | $ | (466) | | | | | $ | (699) | | | | | $ | 75 | | |
| | |
Year ended December 31,
|
| |||||||||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Operating activities: | | | | | | | | | | | | | | | | | | | |
Net (loss) income
|
| | | $ | (475) | | | | | $ | (619) | | | | | $ | 138 | | |
Adjustments to net (loss) income to net cash (used in) provided by operating activities:
|
| | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 154 | | | | | | 148 | | | | | | 141 | | |
Deferred tax (benefit) expense
|
| | | | (178) | | | | | | (110) | | | | | | 24 | | |
Equity-based compensation
|
| | | | 3 | | | | | | 3 | | | | | | 6 | | |
(Release of) allowance for doubtful accounts
|
| | | | (5) | | | | | | 4 | | | | |
|
—
|
| |
Share of losses (earnings) in equity-method investments, net of dividends received
|
| | | | 8 | | | | | | 8 | | | | | | 4 | | |
Amortization of debt discount and debt issuance costs
|
| | | | 5 | | | | | | 3 | | | | | | 2 | | |
Loss on early extinguishment of debt
|
| | | | 49 | | | | |
|
—
|
| | | |
|
—
|
| |
Impairment of operating lease ROU and other assets
|
| | | | 1 | | | | | | 20 | | | | |
|
—
|
| |
Other
|
| | | | (11) | | | | | | (8) | | | | | | (1) | | |
Pension contributions
|
| | | | (25) | | | | | | (25) | | | | | | (36) | | |
Changes in working capital, net of effects from acquisitions
|
| | | | | | | | | | | | | | | | | | |
Accounts receivable
|
| | | | (85) | | | | | | 524 | | | | | | (39) | | |
Prepaid expenses and other current assets
|
| | | | 40 | | | | | | (20) | | | | | | (30) | | |
Due from affiliates
|
| | | | (3) | | | | | | 1 | | | | |
|
—
|
| |
Due to affiliates
|
| | | | 8 | | | | | | (20) | | | | | | (5) | | |
Accounts payable, accrued expenses and other current liabilities
|
| | | | 2 | | | | | | (159) | | | | | | 23 | | |
Net cash (used in) from operating activities
|
| | | | (512) | | | | | | (250) | | | | | | 227 | | |
Investing activities: | | | | | | | | | | | | | | | | | | | |
Purchase of property and equipment
|
| | | | (44) | | | | | | (47) | | | | | | (62) | | |
Ovation business acquisition, net of cash acquired
|
| | | | (53) | | | | |
|
—
|
| | | |
|
—
|
| |
Egencia business acquisition, net of cash acquired
|
| | | | 73 | | | | |
|
—
|
| | | | | (25) | | |
Other
|
| | | | (3) | | | | | | | | | | | | | | |
Net cash used in investing activities
|
| | | | (27) | | | | | | (47) | | | | | | (87) | | |
Financing activities: | | | | | | | | | | | | | | | | | | | |
Proceeds from issuance of preferred shares
|
| | | | 150 | | | | |
|
—
|
| | | |
|
—
|
| |
Proceeds from senior secured prior tranche B-1 term loans, net of debt discount
|
| | |
|
—
|
| | | | | 388 | | | | |
|
—
|
| |
Proceeds from senior secured prior tranche B-2 term loans
|
| | | | 150 | | | | |
|
—
|
| | | |
|
—
|
| |
Proceeds from senior secured new tranche B-3 term loans, net of debt
discount |
| | | | 785 | | | | |
|
—
|
| | | |
|
—
|
| |
Repayment of senior secured term loans
|
| | | | (551) | | | | | | (4) | | | | | | (3) | | |
Repayment of finance lease obligations
|
| | | | (2) | | | | |
|
—
|
| | | |
|
—
|
| |
Payment of lender fees and issuance costs for senior secured term loans
facilities |
| | | | (8) | | | | |
|
—
|
| | | |
|
—
|
| |
Prepayment penalty and other costs related to early extinguishment of debt
|
| | | | (34) | | | | |
|
—
|
| | | |
|
—
|
| |
Payment of offering costs
|
| | | | (10) | | | | |
|
—
|
| | | |
|
—
|
| |
| | |
Year ended December 31,
|
| |||||||||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Capital distributions to shareholders
|
| | | | (1) | | | | |
|
—
|
| | | | | (58) | | |
Return of amount in escrow account
|
| | |
|
—
|
| | | |
|
—
|
| | | | | 1 | | |
Dividends paid to non-controlling interest shareholders
|
| | |
|
—
|
| | | |
|
—
|
| | | | | (5) | | |
Other
|
| | | | (1) | | | | |
|
—
|
| | | |
|
—
|
| |
Net cash from (used in) financing activities
|
| | | | 478 | | | | | | 384 | | | | | | (65) | | |
Effect of exchange rates changes on cash, cash equivalents and restricted cash
|
| | | | (7) | | | | | | 7 | | | | | | 1 | | |
Net increase (decrease) in cash, cash equivalents and restricted cash
|
| | | | (68) | | | | | | 94 | | | | | | 76 | | |
Cash, cash equivalents and restricted cash, beginning of year
|
| | | | 593 | | | | | | 499 | | | | | | 423 | | |
Cash, cash equivalents and restricted cash, end of year
|
| | | $ | 525 | | | | | $ | 593 | | | | | $ | 499 | | |
Supplemental cash flow information: | | | | | | | | | | | | | | | | | | | |
Cash (received) paid for income taxes (net of refunds)
|
| | | $ | (5) | | | | | $ | (13) | | | | | $ | 49 | | |
Cash paid for interest (net of interest received)
|
| | | $ | 47 | | | | | $ | 16 | | | | | $ | 14 | | |
Dividend accrued on preferred shares
|
| | | $ | 10 | | | | | $ | — | | | | | $ | — | | |
Deferred offering costs accrued
|
| | | $ | 10 | | | | | $ | — | | | | | $ | — | | |
Right-of-use assets obtained in exchange for lease obligations, including on acquisitions (see note 11)
|
| | | | | | | | | | | | | | | | | | |
| | |
Voting ordinary shares
|
| |
Non-Voting 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 |
| | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(in $ millions, except share data)
|
| |
Number
|
| |
Amount
|
| |
Number
|
| |
Amount
|
| |
Number
|
| |
Amount
|
| | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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 | | | | | | | | | ||||||||||||
Issued on acquisition of Egencia (see notes 9 and
20) |
| | |
|
—
|
| | | |
|
—
|
| | | | | 8,413,972 | | | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | 816 | | | | |
|
—
|
| | | |
|
—
|
| | | | | 816 | | | | |
|
—
|
| | | | | 816 | | | | | | | | | ||||||||||||
Dividend on preferred shares (see note — 20)
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (10) | | | | |
|
—
|
| | | |
|
—
|
| | | | | (10) | | | | |
|
—
|
| | | | | (10) | | | | | | | | | ||||||||||||
Equity-based compensation
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | 3 | | | | |
|
—
|
| | | |
|
—
|
| | | | | 3 | | | | |
|
—
|
| | | | | 3 | | | | | | | | | ||||||||||||
Settlement of MIP options
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (1) | | | | |
|
—
|
| | | |
|
—
|
| | | | | (1) | | | | |
|
—
|
| | | | | (1) | | | | | | | | | ||||||||||||
Other comprehensive income, net of tax
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | 17 | | | | | | 17 | | | | |
|
—
|
| | | | | 17 | | | | | | | | | ||||||||||||
Net loss
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | (473) | | | | |
|
—
|
| | | | | (473) | | | | | | (2) | | | | | | (475) | | | | | | | | | ||||||||||||
Balance as of December 31, 2021
|
| | | | 36,000,000 | | | | | $ | — | | | | | | 8,413,972 | | | | | $ | — | | | | | | 800,000 | | | | | $ | — | | | | | $ | 2,560 | | | | | $ | (1,065) | | | | | $ | (162) | | | | | $ | 1,333 | | | | | $ | 1 | | | | | $ | 1,334 | | | | | | | | |
| 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 | | |
5 – 10 years
|
|
| Corporate client relationships | | |
10 – 15 years
|
|
| Supplier relationships | | |
10 years
|
|
| Travel partner network | | |
10 years
|
|
| | |
Year ended December 31,
|
| |||||||||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Travel revenue
|
| | | $ | 446 | | | | | $ | 468 | | | | | $ | 1,605 | | |
Products and professional services revenue
|
| | | | 317 | | | | | | 325 | | | | | | 514 | | |
Total revenue
|
| | | $ | 763 | | | | | $ | 793 | | | | | $ | 2,119 | | |
| | | | | | | | |
Contract assets
(liabilities) |
| |
Contract liabilities
|
| ||||||
(in $ millions)
|
| |
Accounts
receivable, net(1) |
| |
Client incentives, net
(non-current) |
| |
Deferred revenue
(current) |
| |||||||||
Balance as of December 31, 2021
|
| | | $ | 375 | | | | | $ | (3) | | | | | $ | 18 | | |
Balance as of December 31, 2020
|
| | | $ | 119 | | | | | $ | 9 | | | | | $ | 18 | | |
| | |
Year ended December 31,
|
| |||||||||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Domestic
|
| | | $ | (441) | | | | | $ | (529) | | | | | $ | 120 | | |
Foreign
|
| | | | (212) | | | | | | (230) | | | | | | 73 | | |
(Loss) income before income taxes and share of (losses) earnings from equity method investments
|
| | | $ | (653) | | | | | $ | (759) | | | | | $ | 193 | | |
| | |
Year ended December 31,
|
| |||||||||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Current taxes: | | | | | | | | | | | | | | | | | | | |
Domestic
|
| | | $ | 1 | | | | | $ | 12 | | | | | $ | — | | |
Foreign
|
| | | | 7 | | | | | | 23 | | | | | | (36) | | |
Current income tax benefit (expense)
|
| | | | 8 | | | | | | 35 | | | | | | (36) | | |
Deferred taxes: | | | | | | | | | | | | | | | | | | | |
Domestic
|
| | | | 132 | | | | | | 90 | | | | | | (8) | | |
Foreign
|
| | | | 46 | | | | | | 20 | | | | | | (16) | | |
Deferred tax benefit (expense)
|
| | | | 178 | | | | | | 110 | | | | | | (24) | | |
Benefit from (provision for) income taxes
|
| | | $ | 186 | | | | | $ | 145 | | | | | $ | (60) | | |
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Tax at statutory rate
|
| | | | 19.00% | | | | | | 19.00% | | | | | | 19.00% | | |
Changes in taxes resulting from: | | | | | | | | | | | | | | | | | | | |
Permanent differences
|
| | | | (2.25) | | | | | | (0.18) | | | | | | 3.82 | | |
Local and state taxes
|
| | | | 0.37 | | | | | | 0.24 | | | | | | 3.06 | | |
Change in valuation allowance
|
| | | | (2.57) | | | | | | (2.25) | | | | | | 1.69 | | |
Change in enacted tax rates
|
| | | | 5.26 | | | | |
|
—
|
| | | |
|
—
|
| |
Rate differential in the United Kingdom
|
| | | | 3.81 | | | | |
|
—
|
| | | |
|
—
|
| |
Foreign tax rate differential
|
| | | | 2.08 | | | | | | 1.65 | | | | | | 0.69 | | |
Return to provision adjustment
|
| | | | 1.67 | | | | | | (0.6) | | | | | | (1.17) | | |
Tax settlement and uncertain tax positions
|
| | | | 0.94 | | | | | | (0.61) | | | | | | 3.01 | | |
Other
|
| | | | 0.08 | | | | | | 1.88 | | | | | | 0.94 | | |
Tax at effective rate
|
| | | | 28.39% | | | | | | 19.13% | | | | | | 31.04% | | |
| | |
As of December 31,
|
| |||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Net operating loss carryforwards
|
| | | $ | 391 | | | | | $ | 231 | | |
Pension liability
|
| | | | 74 | | | | | | 86 | | |
Interest expense deduction restriction
|
| | | | 23 | | | | | | 2 | | |
Operating lease liabilities
|
| | | | 20 | | | | | | 21 | | |
Accrued liabilities
|
| | | | 7 | | | | | | 12 | | |
Goodwill
|
| | | | 1 | | | | | | 1 | | |
Other
|
| | | | 2 | | | | |
|
—
|
| |
Valuation allowance
|
| | | | (116) | | | | | | (119) | | |
Deferred tax assets
|
| | | | 402 | | | | | | 234 | | |
Netted against deferred tax liabilities
|
| | | | (120) | | | | | | (17) | | |
Deferred tax assets as presented in the consolidated balance sheets
|
| | | $ | 282 | | | | | $ | 217 | | |
Deferred tax liabilities: | | | | | | | | | | | | | |
Intangible assets
|
| | | $ | (214) | | | | | $ | (86) | | |
Operating lease ROU assets
|
| | | | (14) | | | | | | (15) | | |
Property and equipment
|
| | | | (4) | | | | | | (10) | | |
Goodwill
|
| | | | (2) | | | | | | (2) | | |
Other
|
| | | | (5) | | | | | | (4) | | |
Deferred tax liabilities
|
| | | | (239) | | | | | | (117) | | |
Netted against deferred tax assets
|
| | | | 120 | | | | | | 17 | | |
Deferred tax liabilities as presented in the consolidated balance sheets
|
| | | $ | (119) | | | | | $ | (100) | | |
(in $ millions)
|
| |
Amount
|
| |||
2022
|
| | | $ | 8 | | |
2025
|
| | | | 2 | | |
2026
|
| | | | 2 | | |
2027
|
| | | | 3 | | |
2029
|
| | | | 2 | | |
2030
|
| | | | 16 | | |
2031-2041
|
| | | | 54 | | |
| | |
As of December 31,
|
| |||||||||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Balance, beginning of the year
|
| | | $ | 9 | | | | | $ | 11 | | | | | $ | 9 | | |
Increases to tax positions related to acquisitions
|
| | | | 4 | | | | |
|
—
|
| | | |
|
—
|
| |
Increases to tax positions related to the current year
|
| | |
|
—
|
| | | |
|
—
|
| | | | | 4 | | |
Increases to tax positions related to prior years
|
| | |
|
—
|
| | | |
|
—
|
| | | | | 3 | | |
Release / settlement during the year
|
| | | | (6) | | | | | | (2) | | | | | | (5) | | |
Balance, end of the year
|
| | | $ | 7 | | | | | $ | 9 | | | | | $ | 11 | | |
| | |
Year ended December 31,
|
| |||||||||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Foreign exchange gains, net
|
| | | $ | — | | | | | $ | 12 | | | | | $ | (4) | | |
Loss on disposal of businesses
|
| | | | (1) | | | | |
|
—
|
| | | | | (3) | | |
Non-service components of net periodic pension benefit
|
| | | | 9 | | | | | | 2 | | | | | | 4 | | |
Other income (expense), net
|
| | | $ | 8 | | | | | $ | 14 | | | | | $ | (3) | | |
| | |
As of December 31,
|
| |||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| ||||||
Value added and similar taxes receivables
|
| | | $ | 11 | | | | | $ | 46 | | |
Prepaid travel expenses
|
| | | | 42 | | | | | | 44 | | |
Income tax receivable
|
| | | | 32 | | | | | | 25 | | |
Deferred offering costs
|
| | | | 21 | | | | |
|
—
|
| |
Other prepayments and receivables
|
| | | | 31 | | | | | | 11 | | |
Prepaid expenses and other current assets
|
| | | $ | 137 | | | | | $ | 126 | | |
| | |
As of December 31,
|
| |||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| ||||||
Capitalized software for internal use
|
| | | $ | 304 | | | | | $ | 240 | | |
Computer equipment
|
| | | | 65 | | | | | | 63 | | |
Leasehold improvements
|
| | | | 52 | | | | | | 48 | | |
Furniture, fixtures and other equipment
|
| | | | 6 | | | | | | 13 | | |
Capital projects in progress
|
| | | | 9 | | | | | | 6 | | |
| | | | | 436 | | | | | | 370 | | |
Less: accumulated depreciation and amortization
|
| | | | (220) | | | | | | (176) | | |
Property and equipment, net
|
| | | $ | 216 | | | | | $ | 194 | | |
(in $ millions)
|
| |
Amount
|
| |||
Cash and cash equivalents
|
| | | $ | 73 | | |
Accounts receivable
|
| | | | 154 | | |
Prepaid expenses and other current assets
|
| | | | 32 | | |
Property and equipment
|
| | | | 58 | | |
Goodwill
|
| | | | 307 | | |
Other intangible assets
|
| | | | 440 | | |
Operating lease right-of-use assets
|
| | | | 9 | | |
Deferred tax assets
|
| | | | 21 | | |
Other non-current assets
|
| | | | 30 | | |
Total assets
|
| | | | 1,124 | | |
Accounts payable
|
| | | | 56 | | |
Due to affiliates
|
| | | | 26 | | |
Accrued expenses and other current liabilities
|
| | | | 80 | | |
Operating lease liabilities
|
| | | | 10 | | |
Deferred tax liabilities
|
| | | | 134 | | |
Other non-current liabilities
|
| | | | 2 | | |
Total liabilities
|
| | | | 308 | | |
Purchase consideration / Net assets acquired
|
| | | $ | 816 | | |
| | |
Fair value of
acquired intangibles (in $ millions) |
| |
Amortization
period (in years) |
| ||||||
Corporate client relationships
|
| | | $ | 390 | | | | | $ | 15 | | |
Tradenames
|
| | | | 50 | | | | | | 10 | | |
Acquired technology
|
| | | | 50 | | | | | | 5 | | |
(in $ millions)
|
| |
Amount
|
| |||
Balance as of December 31, 2019
|
| | | $ | 1,023 | | |
Currency translation adjustments
|
| | | | 5 | | |
Balance as of December 31, 2020
|
| | | | 1,028 | | |
Additions(1)
|
| | | | 343 | | |
Currency translation adjustments
|
| | | | (13) | | |
Balance as of December 31, 2021
|
| | | | 1,358 | | |
| | |
December 31, 2021
|
| |
December 31, 2020
|
| ||||||||||||||||||||||||||||||
(in $ millions)
|
| |
Cost
|
| |
Accumulated
depreciation |
| |
Net
|
| |
Cost
|
| |
Accumulated
depreciation |
| |
Net
|
| ||||||||||||||||||
Trademarks/tradenames
|
| | | $ | 115 | | | | | $ | (62) | | | | | $ | 53 | | | | | $ | 61 | | | | | $ | (60) | | | | | $ | 1 | | |
Corporate client relationships
|
| | | | 815 | | | | | | (189) | | | | | | 626 | | | | | | 400 | | | | | | (145) | | | | | | 255 | | |
Supplier relationship
|
| | | | 254 | | | | | | (188) | | | | | | 66 | | | | | | 254 | | | | | | (163) | | | | | | 91 | | |
Travel partner network
|
| | | | 4 | | | | | | (3) | | | | | | 1 | | | | | | 4 | | | | | | (3) | | | | | | 1 | | |
Other intangible assets, net
|
| | | $ | 1,188 | | | | | $ | (442) | | | | | $ | 746 | | | | | $ | 719 | | | | | $ | (371) | | | | | $ | 348 | | |
(in $ millions)
|
| |
Amount
|
| |||
2022
|
| | | $ | 93 | | |
2023
|
| | | | 93 | | |
2024
|
| | | | 72 | | |
2025
|
| | | | 51 | | |
2026
|
| | | | 50 | | |
Thereafter
|
| | | | 387 | | |
Total
|
| | | $ | 746 | | |
| | |
Year ended December 31,
|
| |||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| ||||||
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | | | | | | | |
Cash used in operating activities related to operating leases
|
| | | $ | 30 | | | | | $ | 31 | | |
Cash used in financing activities related to finance leases
|
| | | $ | 2 | | | | | $ | — | | |
ROU assets obtained in exchange for lease obligations: | | | | | | | | | | | | | |
Operating lease
|
| | | $ | 9 | | | | | $ | 21 | | |
Finance lease
|
| | | $ | — | | | | | $ | 5 | | |
Additions to ROU assets on account of business acquisitions | | | | | | | | | | | | | |
Operating lease
|
| | | $ | 20 | | | | | $ | — | | |
| | |
2021
|
| |
2020
|
|
Weighted average remaining lease term: | | | | | | | |
Operating leases
|
| |
5.36
|
| |
4.3 years
|
|
Finance leases
|
| |
1.7 years
|
| |
2.7 years
|
|
Weighted average discount rate: | | | | | | | |
Operating lease
|
| |
7.15%
|
| |
5.02%
|
|
Finance lease
|
| |
3.56%
|
| |
3.56%
|
|
(in $ millions)
|
| |
Operating lease
liabilities |
| |
Finance lease
liabilities |
| ||||||
2022
|
| | | $ | 31 | | | | | $ | 2 | | |
2023
|
| | | | 24 | | | | | | 2 | | |
2024
|
| | | | 16 | | | | |
|
—
|
| |
2025
|
| | | | 10 | | | | |
|
—
|
| |
2026
|
| | | | 6 | | | | |
|
—
|
| |
Thereafter
|
| | | | 21 | | | | |
|
—
|
| |
Total undiscounted future payments
|
| | | | 108 | | | | | | 4 | | |
Less: Interest cost included
|
| | | | (26) | | | | |
|
—
|
| |
Total lease liabilities
|
| | | | 82 | | | | | | 4 | | |
Less: Current portion of lease liabilities
|
| | | | 21 | | | | | | 2 | | |
Long-term portion of lease liabilities
|
| | | $ | 61 | | | | | $ | 2 | | |
| | |
As of December 31,
|
| |||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| ||||||
Client incentives, net
|
| | | $ | — | | | | | $ | 9 | | |
Restricted cash
|
| | | | 9 | | | | | | 9 | | |
Other assets
|
| | | | 32 | | | | | | 6 | | |
Other non-current assets
|
| | | $ | 41 | | | | | $ | 24 | | |
| | |
As of December 31,
|
| |||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| ||||||
Accrued payroll and related costs
|
| | | $ | 198 | | | | | $ | 126 | | |
Accrued operating expenses
|
| | | | 147 | | | | | | 120 | | |
Accrued restructuring costs (see note 14)
|
| | | | 69 | | | | | | 97 | | |
Client deposits
|
| | | | 59 | | | | | | 33 | | |
Deferred revenue
|
| | | | 18 | | | | | | 18 | | |
Value added and similar taxes payable
|
| | | | 6 | | | | | | 43 | | |
Income tax payable
|
| | | | 7 | | | | |
|
—
|
| |
Other payables
|
| | | | 15 | | | | | | 3 | | |
Accrued expenses and other current liabilities
|
| | | $ | 519 | | | | | $ | 440 | | |
(in $ millions)
|
| |
Employee related
|
| |
Facility
|
| |
Total
|
| |||||||||
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 | | |
Charges, net
|
| | | | 13 | | | | | | 1 | | | | | | 14 | | |
Acquired on acquisition
|
| | | | 30 | | | | |
|
—
|
| | | | | 30 | | |
Reclassification
|
| | | | (4) | | | | | | 4 | | | | |
|
—
|
| |
Other non-cash(1)
|
| | |
|
—
|
| | | | | (1) | | | | | | (1) | | |
Cash settled
|
| | | | (69) | | | | | | (2) | | | | | | (71) | | |
Balance as of December 31, 2021
|
| | | $ | 64 | | | | | $ | 5 | | | | | $ | 69 | | |
| | |
As of December 31,
|
| |||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| ||||||
Senior Secured Credit Agreement | | | | | | | | | | | | | |
Principal amount of senior secured initial term loans (Maturity – August 2025)(1)
|
| | | $ | 242 | | | | | $ | 244 | | |
Principal amount of senior secured prior tranche B-1 term loans(2)
|
| | |
|
—
|
| | | | | 399 | | |
Principal amount of senior secured prior tranche B-2 term loans(3)
|
| | |
|
—
|
| | | |
|
—
|
| |
Principal amount of senior secured new tranche B-3 term loans (Maturity – December 2026)(4)
|
| | | | 800 | | | | |
|
—
|
| |
Principal amount of senior secured revolving credit facility
(Maturity – August 2023)(5) |
| | |
|
—
|
| | | |
|
—
|
| |
| | | | | 1,042 | | | | | | 643 | | |
Less: Unamortized debt discount and debt issuance costs
|
| | | | (19) | | | | | | (19) | | |
Total debt, net of unamortized debt discount and debt issuance costs
|
| | | | 1,023 | | | | | | 624 | | |
Less: Current portion of long-term debt
|
| | | | 3 | | | | | | 7 | | |
Long-term debt, non-current, net of unamortized debt discount and debt
issuance costs |
| | | $ | 1,020 | | | | | $ | 617 | | |
| | |
As of December 31,
|
| |||||||||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Beginning balance
|
| | | $ | 19 | | | | | $ | 10 | | | | | | 12 | | |
Capitalized during the year
|
| | | | 18 | | | | | | 12 | | | | |
|
—
|
| |
Amortized/written-off during the year
|
| | | | (18) | | | | | | (3) | | | | | | (2) | | |
Closing balance
|
| | | $ | 19 | | | | | $ | 19 | | | | | | 10 | | |
(in $ millions)
|
| |
Amount
|
| |||
Year ending December 31, | | | | | | | |
2022
|
| | | $ | 3 | | |
2023
|
| | | | 3 | | |
2024
|
| | | | 3 | | |
2025
|
| | | | 233 | | |
2026
|
| | | | 800 | | |
| | | | | 1,042 | | |
Less: Unamortized debt discount and debt issuance costs
|
| | | | (19) | | |
Long-term debt, net of unamortized debt discount and debt issuance costs
|
| | | $ | 1,023 | | |
| | |
As of December 31,
|
| |||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| ||||||
Changes in benefit obligation: | | | | | | | | | | | | | |
Benefit obligation, beginning of year
|
| | | $ | 1,046 | | | | | $ | 890 | | |
Service cost
|
| | | | 6 | | | | | | 7 | | |
Interest cost
|
| | | | 13 | | | | | | 15 | | |
Plan participants’ contribution
|
| | | | 1 | | | | | | 1 | | |
Actuarial (gain) loss, net
|
| | | | (18) | | | | | | 131 | | |
Benefit paid
|
| | | | (22) | | | | | | (26) | | |
Plan amendments
|
| | | | (1) | | | | | | 3 | | |
Curtailments and settlements
|
| | | | (3) | | | | | | (16) | | |
Expenses paid from assets
|
| | | | (1) | | | | | | (2) | | |
Currency translation adjustment
|
| | | | (20) | | | | | | 43 | | |
Benefit obligation, end of year
|
| | | | 1,001 | | | | | | 1,046 | | |
Change in fair value of plan assets | | | | | | | | | | | | | |
Fair value of plan assets, beginning of year
|
| | | | 634 | | | | | | 549 | | |
Employer contributions
|
| | | | 25 | | | | | | 25 | | |
Plan participants’ contributions
|
| | | | 1 | | | | | | 1 | | |
Benefits paid
|
| | | | (22) | | | | | | (26) | | |
Actual return on plan assets
|
| | | | 47 | | | | | | 68 | | |
Expenses paid from assets
|
| | | | (1) | | | | | | (2) | | |
Plan settlements
|
| | | | (3) | | | | | | (11) | | |
Currency translation adjustments
|
| | | | (11) | | | | | | 30 | | |
Fair value of plan assets, end of year
|
| | | $ | 670 | | | | | $ | 634 | | |
Unfunded status
|
| | | $ | 331 | | | | | $ | 412 | | |
| | |
As of December 31,
|
| |||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| ||||||
Unrecognized net actuarial loss
|
| | | $ | 150 | | | | | $ | 190 | | |
Prior service cost
|
| | | | 3 | | | | | | 5 | | |
Total
|
| | | | 153 | | | | | | 195 | | |
Deferred taxes
|
| | | | (25) | | | | | | (35) | | |
Amounts recognized in accumulated other comprehensive loss
|
| | | $ | (128) | | | | | $ | 160 | | |
| | |
Year ended December 31,
|
| |||||||||||||||
(in $ millions)
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Service cost
|
| | | $ | 6 | | | | | $ | 7 | | | | | $ | 7 | | |
Interest cost
|
| | | | 13 | | | | | | 15 | | | | | | 19 | | |
Expected return on plan assets
|
| | | | (25) | | | | | | (24) | | | | | | (26) | | |
Amortization of actuarial loss (gain)
|
| | | | 4 | | | | | | 2 | | | | | | — | | |
Curtailments and settlements
|
| | | | (1) | | | | | | 4 | | | | | | — | | |
Net periodic pension (benefit) cost
|
| | | $ | (3) | | | | | $ | 4 | | | | | $ | — | | |
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Net periodic pension (benefit) cost: | | | | | | | | | | | | | | | | | | | |
Interest cost discount rate
|
| | | | 1.2% | | | | | | 1.8% | | | | | | 2.5% | | |
Expected long-term return on plan assets
|
| | | | 4.4% | | | | | | 4.4% | | | | | | 5.5% | | |
Rate of compensation increase
|
| | | | 2.6% | | | | | | 2.6% | | | | | | 2.6% | | |
Projected benefit obligation: | | | | | | | | | | | | | | | | | | | |
Discount rate
|
| | | | 1.7% | | | | | | 1.2% | | | | | | | | |
| | |
2021
|
| |
2020
|
| ||||||||||||||||||
Asset Class
|
| |
Actual
Allocations |
| |
Target
Allocations |
| |
Actual
Allocations |
| |
Target
Allocations |
| ||||||||||||
Equity securities
|
| | | | 15% | | | | | | 4% | | | | | | 11% | | | | | | 4% | | |
Debt securities
|
| | | | 38 | | | | | | 21 | | | | | | 30 | | | | | | 33 | | |
Other
|
| | | | 47 | | | | | | 75 | | | | | | 59 | | | | | | 63 | | |
Total
|
| | | | 100% | | | | | | 100% | | | | | | 100% | | | | | | 100% | | |
| | |
As of December 31, 2021
|
| |||||||||||||||||||||
(in $ millions)
|
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
Equity funds
|
| | | $ | — | | | | | $ | 73 | | | | | $ | 28 | | | | | $ | 101 | | |
Debt funds
|
| | |
|
—
|
| | | | | 246 | | | | | | 11 | | | | | | 257 | | |
Real estate funds
|
| | |
|
—
|
| | | | | 72 | | | | | | 19 | | | | | | 91 | | |
Other
|
| | | | 7 | | | | | | 123 | | | | | | 33 | | | | | | 163 | | |
| | | | $ | 7 | | | | | $ | 514 | | | | | $ | 91 | | | | | | 612 | | |
Other investments measured at NAV
|
| | | | | | | | | | | | | | | | | | | | | | 58 | | |
Total fair value of plan assets
|
| | | | | | | | | | | | | | | | | | | | | $ | 670 | | |
| | |
As of December 31, 2020
|
| |||||||||||||||||||||
(in $ millions)
|
| |
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 | | |
Other investments measured at NAV
|
| | | | | | | | | | | | | | | | | | | | | | 192 | | |
Total fair value of plan assets
|
| | | | | | | | | | | | | | | | | | | | | $ | 634 | | |
(in $ millions)
|
| |
Amount
|
| |||
2022
|
| | | $ | 22 | | |
2023
|
| | | | 24 | | |
2024
|
| | | | 24 | | |
2025
|
| | | | 26 | | |
2026
|
| | | | 26 | | |
2027-2031
|
| | | | 149 | | |
| | |
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 | | | | | | | | |
Granted
|
| | | | 1,272,515 | | | | | $ | 87.85 | | | | | | | | |
Forfeited
|
| | | | (52,267) | | | | | $ | 68.26 | | | | | | | | |
Exercised(1) | | | | | (41,400) | | | | | $ | 55.49 | | | | | | | | |
Balance as of December 31, 2021
|
| | | | 4,173,448 | | | | |
$
|
67.22
|
| | | | | | | |
Exercisable as of December 31, 2021
|
| | | | 2,624,873 | | | | | $ | 55.93 | | | |
4.8 years
|
| |
84
|
|
Expected to vest as of December 31, 2021
|
| | | | 1,548,575 | | | | | | | | | |
9.5 years
|
| |
3
|
|
Assumption
|
| |
2021
|
| |
2019
|
|
Annual risk-free interest rate
|
| |
1.15%
|
| |
1.75%
|
|
Equity volatility
|
| |
29%
|
| |
25%
|
|
Expected average life of options
|
| |
6 years
|
| |
2 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, 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) | | |
Net changes during the year, net of tax expense(1)
|
| | | | (15) | | | | | | 32 | | | | |
|
—
|
| | | | | 17 | | |
Balance as of December 31, 2021
|
| | | | (38) | | | | | | (128) | | | | | | 4 | | | | | | (162) | | |
| | |
Year ended December 31,
|
| |||||||||||||||
(in $ millions, except share and per share data)
|
| |
2021
|
| |
2020
|
| |
2019
|
| |||||||||
Numerator – Basic and diluted (loss) earnings per share: | | | | | | | | | | | | | | | | | | | |
Net (loss) income / Net (loss) income from continuing operations
|
| | | $ | (475) | | | | | $ | (619) | | | | | $ | 138 | | |
Net loss (income) attributable to non-controlling interests
in subsidiaries |
| | | | 2 | | | | | | 1 | | | | | | (4) | | |
Preferred shares dividend
|
| | | | (10) | | | | |
|
—
|
| | | |
|
—
|
| |
Net (loss) income / Net (loss) income from continuing operations attributable to the shareholders of the Company’s ordinary shares
|
| | | $ | (483) | | | | | $ | (618) | | | | | $ | 134 | | |
Denominator – Basic (loss) earnings per share: | | | | | | | | | | | | | | | | | | | |
Weighted average ordinary shares outstanding
|
| | | | 37,406,171 | | | | | | 36,000,000 | | | | | | 36,000,000 | | |
(Loss) earnings per share from continuing operations attributable to the shareholders of the Company’s ordinary shares – Basic
|
| | | $ | (12.91) | | | | | $ | (17.18) | | | | | $ | 3.72 | | |
Denominator – Diluted (loss) earnings per share: | | | | | | | | | | | | | | | | | | | |
Number of ordinary shares used for basic (loss) earnings per
share from continuing operations |
| | | | 37,406,171 | | | | | | 36,000,000 | | | | | | 36,000,000 | | |
Weighted average effect of dilutive securities
|
| | | | | | | | | | | | | | | | | | |
Stock options
|
| | |
|
—
|
| | | |
|
—
|
| | | | | 1,102,120 | | |
Weighted average ordinary shares outstanding
|
| | | | 37,406,171 | | | | | | 36,000,000 | | | | | | 37,102,120 | | |
(Loss) earnings per share from continuing operations attributable to the shareholders of the Company’s ordinary shares – Diluted
|
| | | $ | (12.91) | | | | | $ | (17.18) | | | | | $ | 3.61 | | |
| | |
As of December 31, 2021
|
| |
As of December 31, 2020
|
| ||||||||||||||||||
(in $ millions)
|
| |
Carrying amount(1)
|
| |
Fair
Value |
| |
Carrying amount(1)
|
| |
Fair
value |
| ||||||||||||
Senior secured initial term loans
|
| | | $ | 236 | | | | | $ | 233 | | | | | $ | 237 | | | | | $ | 231 | | |
Senior secured prior tranche B-1 term loans
|
| | | $ | — | | | | | $ | — | | | | | $ | 387 | | | | | $ | 399 | | |
Senior secured new tranche B-3 term loans
|
| | | $ | 787 | | | | | $ | 800 | | | | | $ | — | | | | | $ | — | | |
(in $ millions)
|
| |
United
States |
| |
United
Kingdom |
| |
All other
countries |
| |
Total
|
| ||||||||||||
Revenue | | | | | | | | | | | | | | | | | | | | | | | | | |
Year ended December 31, 2021
|
| | | $ | 226 | | | | | $ | 276 | | | | | $ | 261 | | | | | $ | 763 | | |
Year ended December 31, 2020
|
| | | $ | 191 | | | | | $ | 314 | | | | | $ | 288 | | | | | $ | 793 | | |
Year ended December 31, 2019
|
| | | $ | 511 | | | | | $ | 925 | | | | | $ | 683 | | | | | $ | 2,119 | | |
Long-lived assets | | | | | | | | | | | | | | | | | | | | | | | | | |
As of December 31, 2021
|
| | | $ | 100 | | | | | $ | 76 | | | | | $ | 99 | | | | | $ | 275 | | |
As of December 31, 2020
|
| | | $ | 38 | | | | | $ | 93 | | | | | $ | 118 | | | | | $ | 249 | | |
(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, 2021
|
| | | $ | 14 | | | | | $ | (5) | | | | | $ | (5) | | | | | $ | 4 | | |
Year ended December 31, 2020
|
| | | $ | 11 | | | | | $ | 4 | | | | | $ | (1) | | | | | $ | 14 | | |
Year ended December 31, 2019
|
| | | $ | 10 | | | | | $ | — | | | | | $ | 1 | | | | | $ | 11 | | |
Valuation allowance for deferred tax assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Year ended December 31, 2021
|
| | | $ | 119 | | | | | $ | (1) | | | | | $ | (2) | | | | | $ | 116 | | |
Year ended December 31, 2020
|
| | | $ | 88 | | | | | $ | 31 | | | | | $ | — | | | | | $ | 119 | | |
Year ended December 31, 2019
|
| | | $ | 89 | | | | | $ | (1) | | | | | $ | — | | | | | $ | 88 | | |
| | |
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 | | |
Exhibit
No. |
| |
Description
|
|
10.10.2 | | | | |
10.11^† | | | Form of Amended and Restated Trademark License Agreement, dated May 27, 2022, by and between American Express Travel Related Services Company, Inc. and GBT Travel Services UK Limited and, solely for the purposes of specified sections therein, GBT JerseyCo Limited, GBT US LLC, GBT III B.V. and Global Business Travel Group, Inc. (incorporated by reference to Exhibit 10.26 of the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). | |
10.12^† | | | | |
10.12.1^†
|
| | | |
10.12.2^†
|
| | | |
10.12.3 | | | | |
10.12.4^†
|
| | | |
10.13^† | | | | |
10.13.1^†
|
| | | |
10.14^† | | | | |
10.14.1^ | | | |
Exhibit
No. |
| |
Description
|
|
23.3* | | | | |
23.4* | | | | |
23.5* | | | | |
24.1* | | | | |
99.1* | | | | |
99.2* | | | | |
99.3* | | | | |
99.4* | | | | |
107* | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Paul Abbott
Paul Abbott
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
| |
September 9, 2022
|
|
|
/s/ Martine Gerow
Martine Gerow
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
September 9, 2022
|
|
|
/s/ Christopher Van Vliet
Christopher Van Vliet
|
| |
Controller
(Principal Accounting Officer) |
| |
September 9, 2022
|
|
|
/s/ James P. Bush
James P. Bush
|
| |
Director
|
| |
September 9, 2022
|
|
|
/s/ Gloria Guevara Manzo
Gloria Guevara Manzo
|
| |
Director
|
| |
September 9, 2022
|
|
|
/s/ Eric Hart
Eric Hart
|
| |
Director
|
| |
September 9, 2022
|
|
|
/s/ Raymond Donald Joabar
Raymond Donald Joabar
|
| |
Director
|
| |
September 9, 2022
|
|
|
/s/ Michael Gregory O’Hara
Michael Gregory O’Hara
|
| |
Director
|
| |
September 9, 2022
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Richard Petrino
Richard Petrino
|
| |
Director
|
| |
September 9, 2022
|
|
|
/s/ Mohammed Saif S.S. Al-Sowaidi
Mohammed Saif S.S. Al-Sowaidi
|
| |
Director
|
| |
September 9, 2022
|
|
|
/s/ Itai Wallach
Itai Wallach
|
| |
Director
|
| |
September 9, 2022
|
|
|
/s/ Susan Ward
Susan Ward
|
| |
Director
|
| |
September 9, 2022
|
|
|
/s/ Kathleen Winters
Kathleen Winters
|
| |
Director
|
| |
September 9, 2022
|
|
Exhibit 5.1
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
ONE MANHATTAN WEST NEW YORK, NY 10001 ----------- TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com | FIRM/AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON -------- -- BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO |
September 9, 2022
Global Business Travel Group, Inc.
666 3rd Avenue, 4th Floor
New York, NY 10017
Re:Global Business Travel Group, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Global Business Travel Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Registration Statement (as defined below) relating to (i) the Company’s offer to exchange (the “Exchange Offer”) 0.275 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), of the Company for each of the Company’s (a) publicly traded warrants (the “Public Warrants”) to purchase shares of Class A Common Stock, which warrants were issued under the warrant agreement, dated October 1, 2020 (the “Warrant Agreement”), by and between the Company (formerly named Apollo Strategic Growth Capital) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), and (b) warrants to purchase shares of Class A Common Stock that were issued under the Warrant Agreement in a private placement to APSG Sponsor, L.P., a Cayman Islands exempted limited partnership (the “Private Placement
Global Business Travel Group, Inc.
September 9, 2022
Page 2
Warrants” and together with the Public Warrants, the “Warrants”) and (ii) the solicitation of consents (the “Consent Solicitation”) from the holders of the Public Warrants and the holder of the Private Placement Warrants to amend the Warrant Agreement to permit the Company to require that each outstanding Warrant that is not tendered pursuant to the Exchange Offer be converted into 0.2475 shares of Class A Common Stock, in each case upon the terms and subject to the conditions set forth in the Preliminary Prospectus (as defined below) and the Letter of Transmittal (as defined below). The shares of Class A Common Stock issuable upon exchange of the Warrants pursuant to the Exchange Offer and the up to 10,849,043 shares of Class A Common Stock issuable upon exercise of the Warrants following the effectiveness of the Warrant Amendment (as defined below) are referred to herein collectively as the “Shares.”
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 (the “Securities Act”).
In rendering the opinions stated herein, we have examined and relied upon the following:
(a)the registration statement on Form S-4 of the Company relating to the Shares filed on the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act (such registration statement being hereinafter referred to as the “Registration Statement”);
(b)the preliminary prospectus/offer to exchange, dated September 9, 2022, relating to the Exchange Offer and Consent Solicitation, (such preliminary prospectus/offer to exchange being hereinafter referred to as the “Preliminary Prospectus”), which forms a part of and is included in the Registration Statement;
(c)the letter of transmittal and consent (the “Letter of Transmittal”) relating to the Exchange Offer and Consent Solicitation;
(d)a form of the Warrant Amendment (the “Warrant Amendment”);
(e)an executed copy of the Dealer Manager and Solicitation Agent Agreement, dated September 9, 2022, by and between the Company and BofA Securities, Inc., relating to the Exchange Offer and Consent Solicitation (the “Dealer Manager Agreement” and together with the Warrant Amendment, the “Transaction Documents”);
(f)an executed copy of a certificate for the Company of Eric J. Bock, Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary of the Company, dated the date hereof (the “Secretary’s Certificate”);
(g)a copy of the Company’s Certificate of Incorporation, certified by the Secretary of State of the State of Delaware as of September 8, 2022, and certified pursuant to the Secretary’s Certificate;
Global Business Travel Group, Inc.
September 9, 2022
Page 3
(h)a copy of the Company’s Bylaws, as in effect as of the date hereof and certified pursuant to the Secretary’s Certificate; and
(i)a copy of certain resolutions of the Board of Directors of the Company, adopted on September 7, 2022, certain resolutions of the Audit Committee thereof, adopted on September 7, 2022, and certain resolutions of the Pricing Committee thereof, adopted on September 8, 2022, certified pursuant to the Secretary’s Certificate.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.
In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials, including the facts and conclusions set forth in the Secretary’s Certificate and the factual representations and warranties contained in the Dealer Manager Agreement.
We have also assumed that (i) the Registration Statement and any amendments thereto will have become effective and comply with all applicable laws and no stop order suspending the Registration Statement’s effectiveness will have been issued and remain in effect, in each case, at the time the Shares are offered and sold as contemplated by the Registration Statement and the related Letter of Transmittal, (ii) all Shares will be offered and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and (iii) the Warrant Amendment will have received the requisite consent of the holders of outstanding Warrants and will have been duly executed and delivered by the Company and the Warrant Agent.
We do not express any opinion with respect to the laws of any jurisdiction other than the General Corporation Law of the State of Delaware (the “DGCL”) and the laws of the State of New York (all of the foregoing being referred to as “Opined-on Law”).
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:
1. | The Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and, when issued in accordance with the terms of the Exchange Offer or the Warrant Agreement, as amended by the Warrant Amendment, as applicable, will be validly issued, fully paid and nonassessable. |
Global Business Travel Group, Inc.
September 9, 2022
Page 4
2. | The Warrants have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and, upon effectiveness of the Warrant Amendment, will constitute the valid and binding agreement obligations of the Company, enforceable against the Company in accordance with its terms under the laws of New York. |
The opinions stated herein are subject to the following qualifications:
(a)we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinions stated herein are limited by such laws and orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);
(b)we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to the Warrant Amendment or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;
(c)to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any of the Transaction Documents, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality;
(d)we do not express any opinion with respect to the enforceability of Section 9.3 of the Warrant Amendment to the extent that such section purports to bind the Company to the exclusive jurisdiction of any particular federal court or courts; and
(e)we do not express any opinion whether the execution or delivery of any Transaction Document by the Company, or the performance by the Company of its obligations under any Transaction Document will constitute a violation of, or a default under, any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Company or any of its subsidiaries.
In addition, in rendering the foregoing opinions we have assumed that:
(a)neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Shares: (i) constitutes or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (i) with respect to those agreements or instruments expressed to be governed by the laws of the State of New York which are listed in Part II of the Registration Statement), (ii) contravenes or will contravene any order or decree of any governmental authority to which the Company or its property is subject, or (iii) violates or
Global Business Travel Group, Inc.
September 9, 2022
Page 5
will violate any law, rule or regulation to which the Company or its property is subject (except that we do not make the assumption set forth in this clause (iii) with respect to the Opined-on Law); and
(b)neither the execution and delivery by the Company of the Transaction Documents nor the performance by the Company of its obligations thereunder, including the issuance and sale of the Shares, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction (except that we do not make the assumption set forth in this clause (b) with respect to the Opined-on Law).
We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations under the Securities Act.
| Very truly yours, |
| |
| /s/ Skadden, Arps, Slate, Meagher & Flom LLP |
| |
GAF | |
Exhibit 8.1
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP ONE MANHATTAN WEST NEW YORK, NY 10001
TEL: (212) 735-3000 FAX: (212) 735-2000 | ||
Global Business Travel Group, Inc. 666 3rd Avenue, 4th Floor New York, NY 10017 | September 9, 2022 | FIRM/AFFILIATE OFFICES ----------- BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON ----------- BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SEOUL SHANGHAI SINGAPORE TOKYO TORONTO |
Re:Global Business Travel Group, Inc.
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to you, Global Business Travel Group, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Registration Statement (as defined below) relating to (i) the Company’s offer to exchange (the “Exchange Offer”) 0.275 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company for each of the Company’s (a) publicly traded warrants (the “Public Warrants”) to purchase shares of the Class A Common Stock, which warrants were issued under the warrant agreement, dated as of October 1, 2020 (the “Warrant Agreement”), by and between the Company (f/k/a Apollo Strategic Growth Capital) and Continental Stock Transfer & Trust Company, as warrant agent, in connection with Apollo Strategic Growth Capital’s initial public offering (“IPO”), and (b) warrants to purchase shares of the Class A Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with the IPO (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”); and (ii) the solicitation of consents (the “Consent Solicitation”) from the holders of the Public Warrants to amend the Warrant Agreement to permit the Company to require that each outstanding Warrant (including each outstanding Private Placement Warrant) that is not tendered pursuant to the Exchange Offer be converted into 0.2475 shares of Class A Common Stock (the “Warrant Amendment”), in each case upon the terms and subject to the conditions set forth in the Preliminary Prospectus (as defined below) and the Letter of Transmittal (as defined below).
Global Business Travel Group, Inc.
September 9, 2022
Page 2
In rendering the opinions stated herein we have examined and relied upon the following:
(a)the registration statement on Form S-4 of the Company relating to Class A Common Stock and other securities of the Company filed on the date hereof with the Securities and Exchange Commission under the Securities Act (such registration statement being hereinafter referred to as the “Registration Statement”);
(b)the preliminary prospectus/offer to exchange, dated September 9, 2022, relating to the Exchange Offer and Consent Solicitation, (such preliminary prospectus/offer to exchange being hereinafter referred to as the “Preliminary Prospectus”), which forms a part of and is included in the Registration Statement;
(c)the letter of transmittal and consent (the “Letter of Transmittal”) relating to the Exchange Offer and Consent Solicitation; and
(d)an executed copy of the Dealer Manager and Solicitation Agent Agreement, dated September 9, 2022, by and between the Company and BofA Securities, Inc., relating to the Exchange Offer and Consent Solicitation.
In making our examination of documents, we have assumed that the parties thereto had the power, corporate or otherwise, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or otherwise, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. In rendering our opinion, we have assumed that the transactions contemplated by the foregoing documents have been or will be consummated in accordance with the operative documents and that such documents accurately reflect the material facts of such transactions. 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 such documents, certificates, and records are duly authorized, valid, and enforceable.
Global Business Travel Group, Inc.
September 9, 2022
Page 3
In rendering our opinion, we have relied upon statements of officers and other representatives of the Company and others, and we have assumed that such statements are and will continue to be true, correct and complete without regard to any qualification as to knowledge, belief or intent.
Our opinion is based on the Internal Revenue Code of 1986, as amended, Treasury regulations promulgated thereunder, judicial decisions, published positions of the Internal Revenue Service, and such other authorities as we have considered relevant, all as in effect on the date of this opinion and all of which are subject to change or differing interpretations (possibly with retroactive effect). A change in the authorities upon which our opinion is based could affect the conclusions expressed herein. There can be no assurance, moreover, that our opinion will be accepted by the Internal Revenue Service or, if challenged, by a court.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein and in the Registration Statement, we are of the opinion that, under current U.S. federal income tax law, although the discussion in the Registration Statement under the caption “U.S. Federal Income Tax Considerations” does not purport to discuss all possible U.S. federal income tax considerations of the Exchange Offer and adoption of the Warrant Amendment to U.S. Holders (as defined therein) and Non-U.S. Holders (as defined therein), such discussion constitutes, in all material respects, a fair and accurate summary of the U.S. federal income tax considerations of the Exchange Offer and adoption of the Warrant Amendment to U.S. Holders and Non-U.S. Holders.
Except as set forth above, we express no other opinion. This opinion is furnished only to you and is solely for your benefit in connection with the Registration Statement. It may not be relied upon by anyone else without our prior written consent. This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters arising subsequent to the date hereof or the impact of any information, document, certificate, record, statement, representation, covenant or assumption relied upon herein that becomes incorrect or untrue. We consent to the use of our name in the Registration Statement and with the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not 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 of the Securities and Exchange Commission thereunder.
| Very truly yours, |
| |
| /s/ Skadden, Arps, Slate, Meagher & Flom LLP |
Exhibit 10.32
Global Business Travel Group, Inc.
Dealer Manager and Solicitation Agent Agreement
New York, New York
September 9, 2022
BofA Securities, Inc.,
as Dealer Manager
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
Ladies and Gentlemen:
Global Business Travel Group, Inc., a Delaware corporation (the “Company” or “we”), plans to make an offer (such offer as described in the Prospectus (as defined below), together with the related Consent Solicitation (as defined below), the “Exchange Offer”), for any and all of its outstanding Public Warrants and Private Placement Warrants (collectively, the “Warrants”) in exchange for consideration consisting of 0.275 shares of the Company’s Class A Common Stock (the “Shares”) for each Warrant tendered, on the terms and subject to the conditions set forth in the Offering Documents (as defined below). The Company is a holding company, and its sole material asset is a controlling equity interest in GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (“GBT JerseyCo”). As the holder of all of the voting interests in GBT JerseyCo, the Company operates and controls all of its business and affairs through GBT JerseyCo and its subsidiaries, in an umbrella partnership-C corporation structure. Certain terms used herein are defined in Section 21 hereof.
Concurrently with making the offer to exchange described in the preceding paragraph, the Company plans to solicit consents (the “Consents”) from the holders of Warrants (as described in the Offering Documents, the “Consent Solicitation”) to make certain amendments to the terms of the Warrants. Subject to the terms and conditions set forth in the Offering Documents, if Consents are received from the holders of at least 50% of the outstanding Public Warrants and 50% of the outstanding Private Placement Warrants, the proposed amendment to the warrant agreement set forth in the Offering Documents (the “Warrant Amendment”) shall be adopted.
1.Appointment as Dealer Manager and Solicitation Agent.
(a)BofA Securities, Inc. will act as the exclusive dealer manager and solicitation agent for the Exchange Offer and the Consent Solicitation (the “Dealer Manager” or “you”) in accordance with your customary practices, including without limitation to use commercially reasonable efforts to solicit tenders pursuant to the
Exchange Offer, the solicitation of Consents pursuant to the Consent Solicitation and assisting in the distribution of the Offering Documents and to perform such services as are customarily performed by investment banking firms acting as dealer managers and solicitation agents of an exchange offer of like nature.
(b)You agree that all actions taken by you as Dealer Manager have complied and will comply in all material respects with all applicable laws, regulations and rules of the United States, including, without limitation, the applicable rules and regulations of the registered national securities exchanges of which you are a member and of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
(c)The Dealer Manager, in its sole discretion, may continue to own or dispose of, in any manner it may elect, any Warrants it may beneficially own at the date hereof or hereafter acquire, in any such case, subject to applicable law. The Dealer Manager has no obligation to the Company, pursuant to this Agreement or otherwise, to tender or refrain from tendering Warrants beneficially owned by it in any Exchange Offer (or to deliver Consents in any related Consent Solicitation). The Dealer Manager acknowledges and agrees that if any Exchange Offer is not consummated for any reason, the Company shall have no obligation, pursuant to this Agreement or otherwise, to acquire any Warrants from the Dealer Manager or otherwise to hold the Dealer Manager harmless with respect to any losses it may incur in connection with the resale to any third parties of any Warrants.
(d)The Company agrees that it will not file, use or publish any material in connection with the Exchange Offer, use the name BofA or BofA Securities, Inc. or refer to you or your relationship with the Company, without your prior written consent to the form of such use or reference. There shall be no fee for any such permitted use or reference other than as set forth herein.
2.Compensation. The Company shall pay to you in respect of your services as Dealer Manager the fee set forth in the letter agreement, dated September 7, 2022, between the Company and the Dealer Manager. The Company shall also promptly reimburse you, without regard to consummation of the Exchange Offer, for (i) your documented, reasonable out-of-pocket expenses in preparing for and performing your functions as Dealer Manager; and (ii) the documented, reasonable fees, costs and out-of-pocket expenses of your counsel for their representation of you incurred in connection with the Exchange Offer (subject to a cap of $150,000 for fees and disbursements of outside counsel and a cap of $25,000 for other out-of-pocket expenses).
3.Representations and Warranties. The Company represents and warrants to, and agrees with, you as set forth below in this Section 3:
(a)Form S-4. The Company has prepared and filed with the Commission the Pre-Effective Registration Statement on Form S-4, including a related Preliminary Prospectus, for registration under the Securities Act of the Shares in connection with the Exchange Offer. The Pre-Effective Registration Statement will have been declared effective by the Commission prior to the Expiration Date and any request on the part of the Commission or any other federal, state or local or other governmental or regulatory
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agency, authority or instrumentality or court or arbitrator for the amending or supplementing of the Offering Documents or for additional information has been complied with. The Company meets the conditions for the use of Form S-4 with respect to the Pre-Effective Registration Statement and the Registration Statement in connection with the Exchange Offer as contemplated by this Agreement.
(b)Pre-Effective Registration Statement, Registration Statement, Preliminary Prospectus and Prospectus. (i) The Pre-Effective Registration Statement and any amendment thereto, as of the Commencement Date, the Registration Statement, as of the Effective Date, the Expiration Date and the Exchange Date, and the Preliminary Prospectus and any amendments and supplements thereto, as of its date, the Commencement Date and the Exchange Date, comply, and will comply, in all material respects with the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder (including Rule 13e-4 and Rule 14e under the Exchange Act), (ii) the Prospectus (together with any supplement and amendment thereto), as of the date it is first filed in accordance with Rule 424(b) under the Securities Act (if it is so filed) and the Exchange Date, will comply, in all material respects with the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder (including Rule 13e-4 and Rule 14e under the Exchange Act), (iii) the Pre-Effective Registration Statement and any amendment thereto as of the Commencement Date, and the Registration Statement, as of the Effective Date, the Expiration Date and the Exchange Date, did not contain, and will not contain, any untrue statement of a material fact and did not omit, and will not omit, to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Preliminary Prospectus as of its date did not contain any untrue statement of a material fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus (together with any supplement or amendment thereto), as of the date it is first filed in accordance with Rule 424(b) (if required), the Expiration Date and the Exchange Date, will not contain any untrue statement of a material fact and will not omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Pre-Effective Registration Statement, the Registration Statement, any Preliminary Prospectus or the Prospectus (or any supplement or amendment thereto) in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Dealer Manager expressly for inclusion therein (the “Dealer Manager Information”), it being understood that the Dealer Manager Information shall include only the name and the contact information of the Dealer Manager.
(c)Documents Incorporated by Reference. The documents incorporated by reference in the Schedule TO (as defined below), when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact necessary to make
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the statements therein, in the light of the circumstances under which they were made, not misleading provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Dealer Manager Information.
(d)Schedule TO. (i) On the Commencement Date, the Company will duly file with the Commission the Schedule TO pursuant to Rule 13e-4 promulgated by the Commission under the Exchange Act, a copy of which Schedule TO (including the documents required by Item 12 thereof to be filed as exhibits thereto) in the form in which it is to be so filed has been or will be furnished to the Dealer Manager; (ii) any amendments to the Schedule TO and the final form of all such documents filed with the Commission or published, sent, or given to holders of Warrants will be furnished to you prior to any such amendment, filing, publication, or distribution; (iii) the Schedule TO as so filed and as amended or supplemented from time to time will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder; and (iv) the Schedule TO as filed or as amended or supplemented from time to time will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that the Company makes no representation or warranty with respect to any statement contained in, or any matter omitted from, the Schedule TO and in conformity with the Dealer Manager Information.
(e)Rule 165 Material. The Rule 165 Material when filed with the Commission complied or will comply in all material respects with the applicable requirements of the Securities Act; and no Rule 165 Material, at the time of first use, when taken together with each Preliminary Prospectus and the Prospectus, as then amended or supplemented, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions in the Rule 165 Material made in reliance upon and in conformity with the Dealer Manager Information.
(f)No Stop Orders. No stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose or pursuant to Section 8A under the Securities Act are pending before or, to the knowledge of the Company, threatened by the Commission.
(g)Emerging Growth Company. From the time of initial filing of the Registration Statement to the Commission through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).
(h)Testing-the-Waters Materials. The Company (i) has not alone engaged in any Testing-the-Waters Communication with any person other than Testing-the-Waters Communications with the consent of the Dealer Manager with entities that are
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reasonably believed to be qualified institutional buyers within the meaning of Rule 144A under the Securities Act or institutions that are reasonably believed to be accredited investors within the meaning of Rule 501 under the Securities Act and (ii) has not authorized anyone other than the Dealer Manager to engage in Testing-the-Waters Communications. The Company reconfirms that the Dealer Manager has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed or approved for distribution any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Securities Act. “Testing-the-Waters Communication” means any communication with potential investors undertaken in reliance on Section 5(d) or Rule 163B of the Securities Act.
(i)Financial Statements. The financial statements included in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus, together with the related schedules and notes thereto, comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the Exchange Act, as applicable, and present fairly in all material respects the consolidated financial position of the Company and its and GBT JerseyCo’s wholly-owned direct and indirect subsidiaries (collectively, the “Subsidiaries” and each, a “Subsidiary”) as of the dates shown and its results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) applied on a consistent basis throughout the periods covered thereby except for any normal year-end adjustments in the Company’s quarterly financial statements. The other financial information included in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus has been derived from the accounting records of the Company and its Subsidiaries present fairly in all material respects the information shown thereby. The pro forma financial statements and the related notes thereto included in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus present fairly the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. The statistical, industry-related and market-related data included in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus are based on or derived from sources which the Company reasonably and in good faith believes are reliable and accurate and such data is consistent with the sources from which they are derived, in each case in all material respects.
(j)No Material Adverse Change. There has not occurred any Material Adverse Change, or any development involving a prospective Material Adverse Change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and the Subsidiaries, taken as a whole, since the date of the latest audited financial statements included within the SEC Reports, except as disclosed in the Pre-
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Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus.
(k)Organization and Good Standing. Each of the Company and the Subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own or lease its property and to conduct its business as described in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus, and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, singly or in the aggregate, have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole.
(l)Significant Subsidiaries. Each “significant subsidiary” (as such term is defined in Rule 1-02 of Regulation S-X) of the Company (the “Significant Subsidiaries”) has been duly incorporated, organized or formed, is validly existing as a corporation or other business entity in good standing under the laws of the jurisdiction of its incorporation, organization or formation (to the extent the concept of good standing or any functional equivalent is applicable in such jurisdiction), has the corporate or other business entity power and authority to own or lease its property and to conduct its business as described in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not, singly or in the aggregate, have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole; all of the issued shares of capital stock or other equity interests of each Significant Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for such liens, encumbrances, equities or claims that would not, singly or in the aggregate, have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole.
(m)Capitalization. All the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or similar rights; except as described in or expressly contemplated by the Preliminary Prospectus and the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or the Subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any shares of capital stock of the Company or the Subsidiaries, any such convertible or exchangeable securities or any such rights, warrants or options; the share capital of the Company conforms in all material respects to the description thereof contained in the Pre-Effective Registration Statement, the Registration Statement, the
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Preliminary Prospectus and the Prospectus; and all the outstanding shares or other equity interests of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable (except, in the case of any foreign Subsidiary, for directors’ qualifying shares) and are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party other than as described in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus, except for such liens, encumbrances, equities or claims that would not be, singly or in the aggregate, material to the Company and the Subsidiaries, taken as whole. The Shares to be issued in exchange for the Warrants as contemplated by the Offering Documents have been duly authorized for issuance and sale by the Company, and, when issued and delivered as contemplated therein, will be duly and validly issued, fully paid and nonassessable; neither the filing of the Registration Statement nor the issuance of the Shares as contemplated by the Offering Documents will give rise to any preemptive or similar rights, other than those which have been waived or satisfied.
(n)Required Filings. The Company has filed with the Commission pursuant to Rule 13e-4(c)(1) under the Exchange Act (or Rule 425 under the Securities Act) or otherwise all written communications made by the Company or any affiliate of the Company in connection with or relating to the Exchange Offer or the Consent Solicitation that are required to be filed with the Commission, in each case on the date of their first use.
(o)Compliance. The Company has complied in all material respects with the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder in connection with the Exchange Offer, the Consent Solicitation, the Offering Documents and the transactions contemplated hereby and thereby. The Company is subject to and in full compliance with the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. The Company has not received from the Commission any written comments, questions or requests for modification of disclosure in respect of any reports filed with the Commission pursuant to the Exchange Act, except for comments, questions or requests (i) that have been satisfied by the provision of supplemental information to the staff of the Commission, or (ii) in respect of which the Company has agreed with the staff of the Commission to make a prospective change in future reports filed by it with the Commission pursuant to the Exchange Act, of which agreement the Dealer Manager and its counsel have been made aware.
(p)Stock Options. Except as described in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company has not sold, issued or distributed any shares of Class A Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.
(q)Due Authorization. The Company has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all
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action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and the consummation by it of the transactions contemplated hereby has been duly and validly taken.
(r)Dealer Manager and Solicitation Agent Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(s)No Violation or Default. Neither the Company nor any of the Subsidiaries: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not reasonably be expected to result in a Material Adverse Effect.
(t)No Conflicts. The execution, delivery and performance by the Company of this Agreement, the conduct and consummation of the Exchange Offer and the consummation by the Company of any other transactions contemplated by this Agreement or the Preliminary Prospectus and the Prospectus will not (i) conflict with or violate any provision of the Company’s certificate of incorporation or bylaws, (ii) conflict with or violate any provision of any of the Subsidiaries’ certificates or articles of incorporation, bylaws or other organizational or charter documents, (iii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iv) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or any Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or any Subsidiary is bound or affected; except in the case of each of clauses (ii), (iii) and (iv), such as could not reasonably be expected to result in a Material Adverse Effect.
(u)No Consents Required. The execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement will not contravene any provision of applicable law or the certificate of incorporation or by-laws
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of the Company or any agreement or other instrument binding upon the Company or any Subsidiary that is material to the Company and the Subsidiaries, taken as a whole, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any Subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body, agency or court is required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states or the rules and regulations of FINRA in connection with the issuance of the Shares.
(v)No Legal Proceedings. There are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any Subsidiary is a party or to which any of the properties of the Company or any Subsidiary is subject (i) other than proceedings accurately described in all material respects in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus and proceedings that would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus or (ii) that are required to be described in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus or to be filed as exhibits to the Registration Statement that are not described in all material respects or filed as required.
(w)Independent Accountants. KPMG LLP, who had certified certain financial statements of the Company and the Subsidiaries, Ernst & Young LLP, who had certified certain financial statements of the Egencia business acquired by GBT JerseyCo on November 2, 2021 (“Egencia”) and WithumSmith+Brown, PC, who had certified certain financial statements of Apollo Strategic Growth Capital (“APSG”) and has audited APSG’s internal control over financial reporting and management’s assessment thereof, and each accountant has delivered its report with respect to the audited consolidated financial statements and schedules filed with the Commission as part of the Registration Statement and included in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus, is an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States).
(x)Title to Real and Personal Property. The Company and each Subsidiary have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and the Subsidiaries, except to the extent that the failure to have good and marketable title to any real or personal property would not reasonably be expected
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to have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances and defects except such liens, encumbrances and defects would not reasonably be expected to have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole; and any real property and buildings held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and the Subsidiaries.
(y)Intellectual Property. Except as would not, singly or in the aggregate, have a Material Adverse Effect on the Company and the Subsidiaries taken as a whole, (i) the Company and the Subsidiaries own or have a valid license to all patents, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names and all other worldwide intellectual property and proprietary rights (including all registrations and applications for registration of, and all goodwill associated with, any of the foregoing) (collectively, “Intellectual Property Rights”) used or held for use in any material respect, or reasonably necessary to the conduct of their respective businesses as now conducted by them, and as proposed to be conducted in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus or the Prospectus; (ii) the Intellectual Property Rights owned by the Company and the Subsidiaries, and, to the Company’s knowledge, the Intellectual Property Rights licensed to the Company and the Subsidiaries, are valid, subsisting and enforceable, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity, scope or enforceability of, or any rights of the Company or any Subsidiary in, any such Intellectual Property Rights; (iii) neither the Company nor any Subsidiary has received any notice alleging any infringement, misappropriation or other violation of Intellectual Property Rights; (iv) to the Company’s knowledge, no Person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights owned or controlled by the Company or any Subsidiary; (v) none of the Company or any Subsidiary infringes, misappropriates or otherwise violates, or has infringed, misappropriated or otherwise violated, any Intellectual Property Rights of any Person, and the conduct of each of the respective businesses of the Company and the Subsidiaries as described in Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus does not infringe, misappropriate, or otherwise violate any Intellectual Property Rights of any Person; (vi) all employees or contractors engaged in the development of any Intellectual Property Rights on behalf of the Company or any Subsidiary have executed an invention assignment agreement whereby such employees or contractors presently assign all of their right, title and interest in and to such Intellectual Property Rights to the Company or any Subsidiary, and to the Company’s knowledge no such agreement has been breached or violated; and (vii) the Company and the Subsidiaries use, and have used, commercially reasonable efforts in accordance with customary industry practice to appropriately maintain the confidentiality of all Intellectual Property Rights owned by them, including maintenance and protection of all information intended to be maintained as a trade secret.
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(z)Data Privacy. (i) The Company and each Subsidiary have complied and are presently in compliance, in all material respects, with all internal and external privacy policies, contractual obligations, industry standards, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority and any other legal obligations, in each case, relating to the collection, use, transfer, import, export, storage, protection, disposal and disclosure by the Company or any Subsidiary of personal, personally identifiable, household, sensitive, confidential or regulated data or information (“Data Security Obligations,” and such data and information, “Personal Data”); (ii) the Company and the Subsidiaries have not received any notification of or complaint regarding and are unaware of any other facts that, individually or in the aggregate, would reasonably indicate non-compliance in any material respect with any Data Security Obligation by the Company or any Subsidiary; and (iii) there is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or to the knowledge of the Company threatened alleging non-compliance with any Data Security Obligation by the Company or any Subsidiary.
(aa)No Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any Subsidiary, on the one hand, and the directors, officers, shareholders or other affiliates of the Company or any Subsidiary, on the other, that is required by the Securities Act to be described in each of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus and that is not so described in such documents.
(bb)Investment Company Act. The Company is not, and after giving effect to the consummation of the Exchange Offer or the Consent Solicitation will not be, required to register as an “investment company” or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Investment Company Act”).
(cc)Taxes. The Company and each Subsidiary have filed all federal, state, local and foreign tax returns required to be filed through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, singly or in the aggregate, have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole) and have paid all taxes required to be paid thereon (except for cases in which the failure to file or pay would not, singly or in the aggregate, have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, or, except as currently being contested in good faith and for which reserves required by U.S. GAAP have been created in the financial statements of the Company), and no tax deficiency has been determined adversely to the Company or any Subsidiary which, singly or in the aggregate, has had (nor does the Company nor any Subsidiary have any notice or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company or the Subsidiaries and which could reasonably be expected to have) a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole.
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(dd)Licenses and Permits. The Company and each Subsidiary possess all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, except to the extent that the failure to possess such certificates, authorizations, licenses, consents, approvals or permits would not be material to the Company and the Subsidiaries, taken as a whole, and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole.
(ee)No Labor Disputes. No material labor dispute with the employees of the Company or any Subsidiary exists, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that could, singly or in the aggregate, have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole.
(ff)Certain Environmental Matters. The Company and each Subsidiary (A) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (C) are in compliance with all terms and conditions of any such permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and conditions of such permits, licenses or approvals would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole.
(gg)Compliance with ERISA. (i) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is sponsored or maintained by the Company, or any Subsidiary, or with respect to which the Company or any Subsidiary has liability, including on account of any member of its “Controlled Group” (defined as any entity, whether or not incorporated, that is under common control with the Company within the meaning of Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b),(c),(m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”)), other than a multiemployer plan (as defined in Section 3(37) of ERISA) (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no such Plan has failed
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(whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan; (iv) none of the Company or any Subsidiary has incurred, including on account of any member of the Controlled Group, any material liability under Title IV of ERISA in respect of a Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA; and (v) each Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or may rely upon a favorable opinion or advisory opinion, as applicable, from the Internal Revenue Service, and, to the best knowledge of the Company, nothing has occurred, whether by action or by failure to act, that is reasonably likely to result in the revocation of any such determination or opinion, as applicable, and (vi) none of the following events has occurred: (A) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its Controlled Group affiliates in the current fiscal year of the Company and its Controlled Group affiliates compared to the amount of such contributions made in the Company’s and its Controlled Group affiliates’ most recently completed fiscal year; or (B) a material increase in the Company and the Subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Accounting Standards Codification Topic 715-60) compared to the amount of such obligations in the Company and the Subsidiaries’ most recently completed fiscal year, except in each case with respect to the events or conditions set forth in (i) through (vi) hereof, as would not, individually or in the aggregate, have a Material Adverse Effect.
(hh)Sarbanes-Oxley; Internal Accounting Controls. Except as disclosed in the Preliminary Prospectus and Prospectus (A) the Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof, as of the Commencement Date and as of the Exchange Date; (B) the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (C) the Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness
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of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Except as disclosed in the Preliminary Prospectus and the Prospectus, since the Evaluation Date, there have been (i) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
(ii)Insurance. The Company and each Subsidiary are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; neither the Company nor any Subsidiary has been refused any insurance coverage sought or applied for; and neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not, singly or in the aggregate, have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole.
(jj)No Unlawful Payments. (i) None of the Company or any Subsidiary, nor, to the knowledge of the Company, any director, officer, affiliates, employee, agent or representative while acting on behalf of the Company or any Subsidiary, or affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) (“Government Official”) in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (ii) the Company and each Subsidiary, and affiliates have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) neither the Company nor any Subsidiary will use, directly or knowingly indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws.
(kk)Compliance with Anti-Money Laundering Laws. The operations of the Company and each Subsidiary are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and each Subsidiary conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency
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(collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(ll)No Conflicts with Sanctions Laws. (i) Neither the Company nor any Subsidiary, or any director, officer, or employee thereof, or, to the Company’s knowledge, any agent, affiliate or representative of the Company or any Subsidiary, is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are:
(A)the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control or other relevant sanctions authority (collectively, “Sanctions”), or
(B)located, organized or resident in a country or territory that is the subject of comprehensive Sanctions (including, without limitation, Belarus, Crimea, Cuba, Iran, North Korea, Russia and Syria).
(mm)The Company and the Subsidiaries will not, directly or knowingly indirectly, use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person:
(A)to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions prohibiting such funding or facilitation; or
(B)in any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise).
(nn)The Company and each Subsidiary have not knowingly engaged in, are not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.
(oo)[Reserved.]
(pp)No Solicitation. The Company has not paid or agreed to pay to any person any compensation for (i) soliciting another to purchase any of its securities or (ii) soliciting tenders or Consents by holders of Warrants pursuant to the Exchange Offer (except as contemplated in this Agreement).
(qq)No Registration Rights. Except as described in the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus and the Prospectus, no person has the right to require the Company or any Subsidiary to register any securities for sale under the Securities Act by reason of the filing of the Pre-Effective Registration Statement or the Registration Statement with the Commission.
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(rr)No Stabilization. The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of any security of the Company to facilitate the Exchange Offer.
(ss)Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) included in any of the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.
(tt)Sarbanes-Oxley Act. There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.
(uu)Registration Fees. The Company has paid the registration fee for Registration Statement pursuant to Rule 456(a) under the Securities Act or will pay such fee within the time period required by such rule and in any event prior to the Exchange Date.
(vv)No Ratings. There are (and prior to the Exchange Date, will be) no debt securities or preferred stock issued or guaranteed by the Company or any Subsidiary that are rated by a “nationally recognized statistical rating organization”, as such term is defined under Section 3(a)(62) under the Exchange Act.
Any certificate signed by any officer of the Company and delivered to the Dealer Manager or counsel for the Dealer Manager in connection with the Exchange Offer shall be deemed a representation and warranty by the Company as to matters covered thereby to the Dealer Manager.
4.Representations, Warranties and Agreements of the Dealer Manager. The Dealer Manager hereby represents, warrants and agrees that the Dealer Manager will not (1) cause to be disseminated to holders, dealers or the public any written material for or in connection with the Exchange Offer or Consent Solicitation other than one or more of the Offering Documents, or (2) make any public oral communications relating to the Exchange Offer or the Consent Solicitation that have not been previously approved by the Company except as contemplated in the penultimate sentence of Section 6 of this Agreement.
5.Agreements. The Company agrees with the Dealer Manager that:
(a)The Company will furnish to the Dealer Manager and to counsel for the Dealer Manager, without charge, during the period beginning on the Commencement Date and continuing to and including the Exchange Date, copies of the Offering Documents and any amendments and supplements thereto in such quantities as the Dealer Manager may reasonably request.
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(b)Prior to the termination of the Exchange Offer and the Consent Solicitation, the Company will not file any amendment to the Pre-Effective Registration Statement or the Registration Statement or supplement to the Preliminary Prospectus or the Prospectus unless the Company has furnished the Dealer Manager a copy of such proposed amendment or supplement, as applicable, for its review prior to filing and will not file any such proposed amendment or supplement to which the Dealer Manager reasonably objects. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective, or filing of the Preliminary Prospectus or the Prospectus is otherwise required under the Securities Act or the Exchange Act and the rules and regulations of the Commission thereunder, the Company will cause the Preliminary Prospectus or the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) or in an amendment to the Registration Statement, whichever is applicable, within the time period prescribed. The Company will promptly advise the Dealer Manager (i) when the Registration Statement, and any amendment thereto, shall have become effective, (ii) when the Preliminary Prospectus or the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission, (iii) when, prior to termination of the Exchange Offer and the Consent Solicitation, any amendment to the Registration Statement shall have been filed or become effective, (iv) of any request by the Commission or its staff for any amendment of the Pre-Effective Registration Statement or the Registration Statement or supplement to the Preliminary Prospectus or the Prospectus or for any additional information, (v) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or the initiation or threatening of any proceeding for any such purpose, and (vi) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction within the United States or the initiation or threatening of any proceeding for such purpose. In the event of the issuance of any such stop order or of any such order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, the Company will use its reasonable best efforts to obtain its withdrawal. The Company agrees to use its reasonable best efforts to cause the Registration Statement to become effective as soon as practicable and as much in advance of the Expiration Date as practicable.
(c)The Company will comply with the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder so as to permit the completion of the distribution of the Shares issued in the Exchange Offer and Consent Solicitation, as contemplated by this Agreement, the Registration Statement and the Prospectus. If, at any time when a prospectus relating to the Exchange Offer or Consent Solicitation is required to be delivered under the Securities Act or the Exchange Act and the rules and regulations of the Commission thereunder, any event occurs as a result of which the Offering Documents, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it should be necessary to amend or supplement the Offering Documents to comply with applicable law, the Company will promptly: (i) notify the Dealer Manager of any such event or non-compliance at which time the Dealer Manager shall be entitled to cease soliciting tenders until such time as the Company has complied with clause (iii)
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of this sentence; (ii) subject to the requirements of the first sentence of the above paragraph (b), prepare an amendment or supplement that will correct such statement or omission or effect such compliance; and (iii) supply any such amendment or supplement to the Dealer Manager and counsel for the Dealer Manager without charge in such quantities as the Dealer Manager may reasonably request. The Company will also promptly inform the Dealer Manager of any litigation or administrative action with respect to the Exchange Offer.
(d)The Company agrees to advise the Dealer Manager promptly of (i) any proposal by the Company to withdraw, rescind or modify the Offering Documents or to withdraw, rescind or terminate the Exchange Offer or the Consent Solicitation or the exercise by the Company of any right not to exchange the Warrants pursuant to the Exchange Offer or the Consent Solicitation, (ii) its awareness of the issuance of a stop order suspending the effectiveness of the Registration Statement or of any notice objecting to its use by the Commission or any other regulatory authority, or the institution or threatening of any proceedings for that purpose (and will promptly furnish the Dealer Manager with a copy of any such order), (iii) its awareness of the occurrence of any development that could reasonably be expected to result in a Material Adverse Change relating to or affecting the Exchange Offer or the Consent Solicitation and (iv) any other non-privileged information relating to the Exchange Offer, the Consent Solicitation, the Offering Documents or this Agreement which the Dealer Manager may from time to time reasonably request.
(e)The Company will make generally available to its security holders and the Dealer Manager as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.
(f)The Company will arrange, if necessary, for the qualification of the Shares for offer or sale in connection with the Exchange Offer under the laws of such jurisdictions as the Dealer Manager may designate and will maintain such qualifications in effect so long as required for such offer or sale; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction in which it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares in connection with the Exchange Offer, in any jurisdiction in which it is not now so subject. The Company will promptly advise the Dealer Manager of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.
(g)Prior to the termination of the Exchange Offer, the Company will not, and will not permit any of its Affiliates to, resell any Shares that have been acquired by them. The Company will cause all Warrants accepted in the Exchange Offer to be cancelled.
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(h)The Company will cooperate with the Dealer Manager to permit the Shares to be eligible for clearance and settlement through The Depository Trust Company.
(i)The Company agrees not to exchange any Warrants during the period beginning on the Commencement Date and ending on the Exchange Date except pursuant to and in accordance with the Exchange Offer, the Consent Solicitation or as otherwise agreed to in writing by the parties hereto and permitted under applicable laws and regulations.
(j)None of the Company, its Affiliates or any person acting on its or their behalf will take, directly or indirectly, any action that is designed to cause or result, or which might reasonably be expected to cause or result, under the Exchange Act or otherwise, in stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares or the tender of Warrants in the Exchange Offer.
(k)The Company has arranged for D.F. King & Co., Inc. to serve as Information Agent and for Continental Stock Transfer & Trust Company to serve as Exchange Agent and authorizes the Dealer Manager to communicate with each of the Information Agent and the Exchange Agent to facilitate the Exchange Offer and the Consent Solicitation.
(l)The Company will comply in all material respects with the Securities Act and the Exchange Act and the rules and regulations of the Commission thereunder, including Rule 13e-4 and Rule 14e-1 under the Exchange Act (including taking the actions necessary to ensure that the procedural requirements of Rule 14e-1 are satisfied), in connection with the Exchange Offer, the Consent Solicitation, the Offering Documents and the transactions contemplated hereby and thereby. The Company will file with the Commission pursuant to Rule 13e-4(c)(1) under the Exchange Act (or Rule 425 under the Securities Act) or otherwise all written communications made by the Company or any affiliate of the Company in connection with or relating to the Exchange Offer or the Consent Solicitation that are required to be filed with the Commission, in each case on the date of their first use.
(m)The Company agrees to pay the costs and expenses relating to the transactions contemplated hereunder, including without limitation the following (subject to a cap of $150,000 for fees and disbursements of outside counsel and a cap of $25,000 for other out-of-pocket expense): (i) the preparation of this Agreement, the issuance of the Shares and the fees of the Information Agent and any exchange agent; (ii) the preparation, printing or reproduction of the Offering Documents and each amendment or supplement thereto; (iii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Offering Documents (and all amendments or supplements thereto) as may, in each case, be reasonably requested for use in connection with the Exchange Offer; (iv) the preparation, printing, authentication, issuance and delivery of certificates for the Shares, including any stamp or transfer taxes in connection with the original issuance and sale of the Shares; (v) the printing (or reproduction) and delivery of this Agreement, any blue
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sky memorandum and all other agreements or documents printed (or reproduced) and delivered in connection with the Exchange Offer; (vi) any registration or qualification of the Shares for offer and sale under the blue sky laws of the several states or any non-U.S. jurisdiction; (vii) transportation and other expenses incurred by or on behalf of Company representatives in connection with presentations to prospective participants in the Exchange Offer; (viii) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (ix) fees and expenses incurred in connection with listing the Shares on the New York Stock Exchange (the “NYSE”); and (x) all other costs and expenses incident to the performance by the Company of its obligations hereunder and in connection with the Exchange Offer.
(n)The Company will promptly notify the Dealer Manager if the Company ceases to be an Emerging Growth Company at any time prior to the Exchange Date.
6.Conditions to the Obligations of the Dealer Manager. The obligations of the Dealer Manager under this Agreement shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein at the Commencement Date, any date on which Offering Documents are distributed to holders of the Warrants, the Effective Date, the Expiration Date and the Exchange Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions:
(a)The Registration Statement shall have become effective on or prior to the Expiration Date.
(b)As of the Exchange Date, no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Company, threatened by the Commission; and the Prospectus shall have been timely filed with the Commission under the Securities Act; and all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Dealer Manager.
(c)At the Commencement Date and the Exchange Date, the Company shall have requested and caused an opinion and negative assurance letter of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Company, dated the Commencement Date or Exchange Date, as applicable, in form and substance reasonably satisfactory to the Dealer Manager to have been delivered to the Dealer Manager, in each case addressed to, and in form and substance satisfactory to, the Dealer Manager.
(d)At the Commencement Date and the Exchange Date, the Dealer Manager shall have received from Kirkland & Ellis LLP, counsel for the Dealer Manager, such opinion and negative assurance letter, in each case addressed to the Dealer Manager with respect to the Exchange Offer, as the Dealer Manager may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purposes of enabling them to pass upon such matters.
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(e)At the Exchange Date, the Company shall have furnished to the Dealer Manager a certificate of the Company signed by the Chief Financial Officer of the Company, dated as of the Exchange Date, to the effect that the signer of such certificate has carefully examined the Offering Documents, any amendment or supplement to the Offering Documents and this Agreement and that:
(i)the representations and warranties of the Company in this Agreement are true and correct as of the Exchange Date with the same effect as if made on the Exchange Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to the Exchange Date;
(ii)no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or threatened by the Commission; and
(iii)since the date of the most recent financial statements included or incorporated by reference in the Offering Documents (exclusive of any amendment or supplement thereto), there has been no Material Adverse Change, except as set forth in or contemplated in the Offering Documents (exclusive of any amendment or supplement thereto).
(f)At each of the Commencement Date and the Exchange Date, the Company shall have requested and caused KPMG LLP, Ernst & Young LLP and WithumSmith+Brown, PC to furnish to the Dealer Manager letters, dated respectively as of the Commencement Date and the Exchange Date, in form and substance reasonably satisfactory to the Dealer Manager. At each of the Commencement Date and the Exchange Date, the Company shall have furnished to the Dealer Manager certificates, dated respectively as of the Commencement Date and the Exchange Date, and addressed to the Dealer Manager, of the Chief Financial Officer of the Company, with respect to certain financial data contained in the Preliminary Prospectus and the Prospectus, providing “management comfort” with respect to such information, in form and substance reasonably satisfactory to the Dealer Manager.
(g)Subsequent to the Commencement Date or, if earlier, the dates as of which information is given in the Offering Documents (exclusive of any amendment or supplement thereto), there shall not have been (i) any change or decrease specified in the letters referred to in paragraph (f) of this Section 6 or (ii) any change, or any development involving a prospective change, in or affecting the condition (financial or otherwise), prospects, earnings, business or properties the Company and the Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Offering Documents (exclusive of any amendment or supplement thereto), the effect of which, in any case referred to in clause (i) or (ii) above, is, in the reasonable judgment of the Dealer Manager, so material and adverse as to make it impractical or inadvisable to market or deliver the Shares or solicit tenders of Warrants as contemplated by the Offering Documents (exclusive of any amendment or supplement thereto).
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(i)Prior to the Exchange Date, the Company shall have obtained all consents, approvals, authorizations and orders of, and shall have duly made all registrations, qualifications and filing with, any court or regulatory authority or other governmental agency or instrumentality required in connection with the making and consummation of the Exchange Offer and the execution, delivery and performance of this Agreement.
(j)Prior to the Exchange Date, the Company shall have delivered to the Dealer Manager and its counsel such further information, certificates and documents as they may reasonably request.
(k)Prior to the Exchange Date, the Shares shall have been approved for listing, subject to notice of issuance, on the NYSE.
If (i) any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Dealer Manager and its counsel, this Agreement and all obligations of the Dealer Manager hereunder may be cancelled by the Dealer Manager at, or at any time prior to, the Exchange Date. In such event, the Dealer Managers shall be entitled to publicly disclose the cancellation of its participation in the Exchange Offer via press release, subject to prior notification of the Company. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.
7.Indemnification and Contribution.
(a)The Company jointly and severally, agrees to indemnify and hold harmless the Dealer Manager, the directors, officers, employees and agents of the Dealer Manager and each person who controls the Dealer Manager within the meaning of either the Securities Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which the Dealer Manager may become subject under the Securities Act, the Exchange Act or other federal, state or foreign statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) relate to, arise out of, or are based upon (1) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein not misleading, (2) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, the Prospectus, the accompanying letter of transmittal and consent, the Schedule TO, the Rule 165 Material, the notice of guaranteed delivery, and all other documents filed or to be filed with any federal, state or local government or regulatory agency or authority in connection with the Exchange Offer or the Consent Solicitation, each as prepared or approved by the Company or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (3) the Company’s failure to make or consummate the Exchange Offer or the withdrawal, rescission, termination, amendment
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or extension of the Exchange Offer or any failure on the Company’s part to comply with the terms and conditions contained in the Offering Documents, (4) any action or failure to act by the Company or their respective directors, officers, agents or employees or by any indemnified party at the request or with the consent of the Company, or (5) otherwise related to or arising out of the Dealer Manager’s engagement hereunder or any transaction or conduct in connection therewith, except that clauses (3), (4) and (5) shall not apply with respect to the portion of any losses that are finally judicially determined by a court of competent jurisdiction to have resulted primarily from the bad faith, gross negligence or willful misconduct of such indemnified party, and in the case of clause (1), (2), (3) or (4) of this sentence, the Company agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in the Offering Documents, or in any amendment thereof or supplement thereto, in reliance upon and in conformity with the Dealer Manager Information. This indemnity agreement will be in addition to any liability that the Company may otherwise have.
(b)The Dealer Manager agrees to indemnify and hold harmless the Company, each of its directors, officers, employees and agents and each person who controls the Company within the meaning of the Securities Act or the Exchange Act to the same extent as the foregoing indemnity from the Company to the Dealer Manager, but only with reference to the Dealer Manager Information. This indemnity agreement will be in addition to any liability that the Dealer Manager may otherwise have.
(c)Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to appoint counsel (including local counsel) of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel, other than local counsel if not appointed by the indemnifying party, retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s election to appoint counsel (including local counsel) to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying
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party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding.
(d)In the event that the indemnity provided in paragraph (a) or (b) of this Section 7 is unavailable to or insufficient to hold harmless an indemnified party for any reason, the Company and the Dealer Manager agree to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively, the “Losses”) to which the Company and the Dealer Manager may be subject in such proportion as is appropriate to reflect the relative benefits received by the Dealer Manager on the one hand and the Company, on the other from the Exchange Offer. If the allocation provided by the immediately preceding sentence is unavailable for any reason, the Company and the Dealer Manager shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company, on the one hand and of the Dealer Manager on the other in connection with the statements, omissions, actions or failure to act that resulted in such Losses, as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand and the Dealer Manager on the other shall be deemed to be in the same proportion as the total value paid or proposed to be paid to holders of Warrants pursuant to the Exchange Offer and the Consent Solicitation (whether or not consummated) bears to the fees actually received by the Dealer Manager pursuant to Section 2 hereof (exclusive of amounts paid for reimbursement of expenses or paid under this Agreement). For purposes of the preceding sentence, the total value paid or proposed to be paid to holders of Warrants pursuant to the Exchange Offer and the Consent Solicitation shall equal (i) if the Exchange Offer or the Consent Solicitation is consummated, the total market value of the Shares (as of the Expiration Date) issued, and the cash consideration paid, in the Exchange Offer and the Consent Solicitation, or (ii) if the Exchange Offer and the Consent Solicitation is not consummated, the total market value (as of the date when the Exchange Offer is terminated or otherwise withdrawn by the Company) of the Shares issuable, and the cash consideration payable, in the Exchange Offer and the Consent Solicitation, based on the maximum number of Warrants that could be exchanged in the Exchange Offer and the Consent Solicitation as described in the Preliminary Prospectus Supplement or Prospectus immediately before
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the termination or withdrawal of the Exchange Offer and the Consent Solicitation. Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact or any other alleged conduct relates to information provided by the Company, or other conduct by the Company, on the one hand, or the Dealer Manager on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Dealer Manager agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding anything to the contrary above (other than with respect to uncovered losses), in no event shall BofA Securities, Inc. be responsible under this paragraph for any amounts in excess of the amount of the compensation actually paid by the Company to BofA Securities, Inc. in connection with the engagement (exclusive of amounts paid for reimbursement of expenses under the Agreement, including this Section 7, and amounts paid under this Section 7). Notwithstanding the provisions of this paragraph (d), no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person who controls the Dealer Manager within the meaning of either the Securities Act or the Exchange Act and each director, officer, employee and agent of the Dealer Manager shall have the same rights to contribution as such Dealer Manager, and each person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the Company shall have the same rights to contribution as the Company, subject in each case to the applicable terms and conditions of this paragraph (d).
8.[Reserved.]
9.Certain Acknowledgments. The Company understands that you and your affiliates (together, the “Group”) are engaged in a wide range of financial services and businesses (including investment management, financing, securities trading, corporate and investment banking and research). Members of the Group and businesses within the Group generally act independently of each other, both for their own account and for the account of clients. Accordingly, there may be situations where parts of the Group and/or their clients either now have or may in the future have interests, or take actions, that may conflict with our interests. For example, the Group may, in the ordinary course of business, engage in trading in financial products or undertake other investment businesses for their own account or on behalf of other clients, including, but not limited to, trading in or holding long, short or derivative positions in securities, loans or other financial products of the Company, or other entities connected with the Exchange Offer.
In recognition of the foregoing, the Company agrees that the Group is not required to restrict its activities as a result of this engagement, and that the Group may undertake any business activity without further consultation with or notification to the Company. Neither this Agreement, the receipt by the Group of confidential information nor any other matter shall give rise to any fiduciary, equitable or contractual duties (including without limitation any duty
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of trust or confidence) that would prevent or restrict the Group from acting on behalf of other customers or for its own account. Furthermore, the Company agrees that neither the Group nor any member or business of the Group is under a duty to disclose to the Company or use on behalf of the Company any information whatsoever about or derived from those activities or to account for any revenue or profits obtained in connection with such activities. However, consistent with the Group’s long-standing policy to hold in confidence the affairs of its customers, the Group will not use confidential information obtained from the Company except in connection with its services to, and its relationship with the Company.
The Company hereby acknowledges that you are acting as principal and not as a fiduciary of the Company, and the Company’s engagement of you in connection with the transactions contemplated herein is as an independent contractor, on an arms-length basis under this Agreement with duties solely to the Company, and not in any other capacity including as a fiduciary. Neither this Agreement, your performance hereunder nor any previous or existing relationship between the Company, and any member of or business within the Group will be deemed to create any fiduciary relationship. Neither this engagement, nor the delivery of any advice in connection with this engagement, is intended to confer rights upon any persons not a party hereto (including security holders, employees or creditors of the Company) as against the Group or their respective directors, officers, agents and employees. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the transactions contemplated herein (irrespective of whether any member of or business within the Group has advised or is currently advising the Company on related or other matters).
10.Termination; Representations, Acknowledgments and Indemnities to Survive.
(a)Subject to clause (c) below, this Agreement may be terminated by the Company, at any time upon notice to the Dealer Manager, if (i) at any time prior to the Exchange Date, the Exchange Offer and the Consent Solicitation is terminated or withdrawn by the Company for any reason, or (ii) the Dealer Manager does not comply with all of its covenants under this Agreement.
(b)Subject to clause (c) below, this Agreement may be terminated by the Dealer Manager, at any time upon notice to the Company, if (i) at any time prior to the Exchange Date, the Exchange Offer and the Consent Solicitation is terminated or withdrawn by the Company for any reason, (ii) the Company does not comply in all material respects with any covenant specified in Section 1, (iii) the Company shall publish, send or otherwise distribute any amendment or supplement to the Offering Documents to which the Dealer Manager shall reasonably object or which shall be reasonably disapproved by the counsel to the Dealer Manager or (iv) the Dealer Manager cancels the Agreement pursuant to Section 6.
(c)The respective agreements, representations, warranties, acknowledgments, indemnities and other statements of the Company or its officers, and of the Dealer Manager set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Dealer Manager or the Company, or any of the officers, directors or controlling person of the Company, and will survive delivery of and payment for the Shares. The provisions of Section 2, Section
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5(m), Section 7, and Section 17 hereof, and this Section 10(c), shall survive the termination or cancellation of this Agreement.
11.Compliance with USA Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Dealer Manager is required to obtain, verify and record information that identifies its clients, including the Company, which information may include the name and address of its clients, as well as other information that will allow the Dealer Manager to properly identify its clients.
12.Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to the Dealer Manager, will be mailed or delivered to BofA Securities, Inc. at One Bryant Park, New York, New York 10036, with a copy to (which shall not constitute notice) Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022, Attention: Christian O. Nagler; or, if sent to the Company, will be mailed or delivered to Global Business Travel Group, Inc., 666 3rd Avenue, 4th Floor, New York, NY 10017, Attention: Eric J. Bock, Email: Eric.J.Bock@amexgbt.com, with a copy to (which shall not constitute notice) Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York, New York 10001, Attention: Gregory A. Fernicola.
13.Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and, except as expressly set forth in Section 5(k) hereof, no other person will have any right or obligation hereunder.
14.Entire Agreement. This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any arrangements, understanding or previous agreement between them relating to the subject matter they cover. In the event of any inconsistency between this Agreement and any documents referred to in it, the terms of this Agreement shall prevail.
15.Submission to Jurisdiction. The Company hereby submits to the jurisdiction of the U.S. federal and New York state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. The Company waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts. The Company agrees that final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company, and may be enforced in any court to the jurisdiction of which the Company, are subject by a suit upon such judgment. The Company hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to the Company, at the address in effect for notices to it under this Agreement and agrees that such service shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding.
16.Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York.
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17.Waiver of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement.
18.Counterparts. This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes..
19.Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.
20.Definitions. The following terms, when used in this Agreement, shall have the meanings indicated.
“Affiliate” shall have the meaning specified in Rule 501(b) of Regulation D.
“Class A Common Stock” means the Class A common stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.
“Commencement Date” shall mean the date of commencement (as defined in Rule 13e-4 under the Exchange Act) of the Exchange Offer.
“Commission” shall mean the U.S. Securities and Exchange Commission.
“Effective Date” shall mean the time the Registration Statement is declared effective under the Securities Act.
“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Exchange Date” shall mean the date on which the Company issues the Shares in exchange for the Warrants pursuant to the Exchange Offer.
“Expiration Date” shall mean one minute after 11:59 p.m., Eastern Daylight Time, on October 7, 2022, or such later time and date as may be extended by the Company in its sole discretion.
“Information Agent” shall mean D.F. King & Co., Inc.
“Liens” shall mean a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material Adverse Change” shall mean, with respect to the Company, any change that is materially adverse to the condition (financial or otherwise), prospects, earnings, business
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or properties of the Company and the Subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
“Material Adverse Effect” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document.
“Offering Documents” shall mean the Pre-Effective Registration Statement, the Registration Statement, the Preliminary Prospectus, the Prospectus, the accompanying letter of transmittal and consent, the Schedule TO, the Rule 165 Material, the notice of guaranteed delivery, and all other documents filed or to be filed with any federal, state or local government or regulatory agency or authority in connection with the Exchange Offer or the Consent Solicitation, each as prepared or approved by the Company.
“Pre-Effective Registration Statement” shall mean the registration statement, filed by the Company with the Commission registering the Exchange Offer under the Securities Act, including exhibits thereto and any documents deemed part of such registration statement pursuant to Rule 430C under the Securities Act, in the form in which it is initially filed with the Commission.
“Preliminary Prospectus” shall mean the preliminary prospectus that is used prior to the filing of the Prospectus, as amended or supplemented from time to time.
“Private Placement Warrants” shall refer to the warrants initially sold as part of the units in a private placement that occurred simultaneously with Apollo Strategic Growth Capital’s (“APSG”) initial public offering that closed on May 27, 2022 (the “IPO”).
“proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.
“Prospectus” shall mean the final prospectus included in the Registration Statement, except that if the final prospectus furnished to the Dealer Manager for use in connection with the Exchange Offer differs from the prospectus set forth in the Registration Statement (whether or not such prospectus is required to be filed pursuant to Rule 424(b) under the Securities Act), the term “Prospectus” shall refer to the final prospectus furnished to the Dealer Manager for such use.
“Public Warrants” shall refer to the redeemable warrants underlying the units that were initially offered and sold by APSG in its IPO.
“Registration Statement” shall mean the registration statement filed by the Company with the Commission registering the Exchange Offer under the Securities Act, including exhibits thereto and any documents deemed part of such registration statement
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pursuant to Rule 430C under the Securities Act, in the form in which it becomes effective and, in the event of any amendment or supplement thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) under the Securities Act relating thereto after the effective date of such registration statement, shall also mean such registration statement as so amended or supplemented, together with any such abbreviated registration statement.
“Rule 165 Material” shall mean any written communication made in connection with or relating to the Exchange Offer in reliance on Rule 165 of the Securities Act, and filed by the Company with the Commission pursuant to Rule 425 under the Securities Act.
“Schedule TO” shall mean the tender offer statement filed with the Commission on Schedule TO, including any documents incorporated by reference therein, with respect to the Exchange Offer, including any amendment or supplement thereto.
“Securities Act” shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Trading Day” means a day on which the principal Trading Market is open for trading.
“Trading Market” means any of the following markets or exchanges on which the Class A Common Stock is listed or quoted for trading on the date in question: the NYSE (or any successors to any of the foregoing).
“Transaction Documents” means this Agreement and any other documents or agreements executed in connection with the transactions contemplated hereunder.
“U.S.” or the “United States” shall mean the United States of America.
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Agreement and your acceptance shall represent a binding agreement among the Company and the Dealer Manager.
| Very truly yours, | |
| GLOBAL BUSINESS TRAVEL GROUP, INC. | |
| By: | |
| | Name: Eric J. Bock |
| | Title: Chief Legal Officer, Global Head of |
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The foregoing Agreement is hereby | | |
BOFA SECURITIES, INC. | | |
By | | |
| Name: | |
| Title: | |
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Exhibit 10.33
TENDER AND SUPPORT AGREEMENT
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 8, 2022, is entered into by and among Global Business Travel Group, Inc., a Delaware corporation (the “Company”), each of the persons listed on Schedule A hereto (each, a “Public Warrant Holder”) and each of the persons listed on Schedule B hereto (each, a “Private Placement Warrant Holder” and, together with the Public Warrant Holders, the “Warrant Holders,” and each, a “Warrant Holder”).
W I T N E S S E T H:
WHEREAS, as of the date hereof, (a) each Public Warrant Holder is the beneficial owner of warrants sold as part of the units in the initial public offering (the “IPO”) (whether they were purchased in the IPO or thereafter in the open market) (the “Public Warrants”) of Apollo Strategic Growth Capital (“APSG”) and (b) each Private Placement Warrant Holder is the beneficial owner of warrants issued in a private placement in connection with the closing of the IPO (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”);
WHEREAS, on May 27, 2022, the Company completed its business combination with APSG, and in connection therewith the Company was renamed Global Business Travel Group, Inc.;
WHEREAS, as of the date hereof, there are a total of 39,451,067 Warrants outstanding (consisting of 27,226,933 Public Warrants listed on the New York Stock Exchange under the symbol “GBTG.WS” and 12,224,134 Private Placement Warrants);
WHEREAS, each whole Warrant entitles its holder to purchase one share of Class A common stock, $0.0001 par value per share (the “Class A Common Stock”), of the Company, for a purchase price of $11.50, subject to certain adjustments;
WHEREAS, the Company is initiating an exchange offer (the “Exchange Offer”) pursuant to a registration statement on Form S-4 to be filed with the Securities and Exchange Commission (as may be amended and supplemented, the “Registration Statement”), to offer all Warrant Holders the opportunity to exchange their Warrants for shares of Class A Common Stock, based on an exchange ratio of 0.275 shares of Class A Common Stock per Warrant and subject to other terms and conditions to be disclosed in the Registration Statement;
WHEREAS, concurrent with the Exchange Offer and as part of the Registration Statement, the Company is initiating a consent solicitation (the “Solicitation”) to solicit the consent of the holders of the Warrants to amend, effective upon the completion of the Exchange Offer, the terms of the Warrant Agreement (the “Warrant Agreement”), dated October 1, 2020, by and between APSG and Continental Stock Transfer & Trust Company, as warrant agent, which governs all of the Warrants, to permit the Company to require that each Warrant that is outstanding upon the closing of the Exchange Offer be converted into 0.2475 shares of Class A Common Stock, which is a ratio of 10% less than the exchange ratio applicable to the Exchange Offer, as more fully described in the Registration Statement; and
WHEREAS, as an inducement to the Company’s willingness to initiate the Exchange Offer and the Solicitation, each Warrant Holder has agreed to enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
Section 1.01 Agreement to Tender. Each Warrant Holder shall validly tender, or cause to be tendered by instructing its broker or nominee to tender, to the Company and not withdraw or cause to be withdrawn all Warrants set forth opposite such Warrant Holder’s name on Schedule A or Schedule B hereto, as applicable, (the “Subject Warrants”), free and clear of all liens (except those liens or restrictions identified in Section 1.03), pursuant to, and in accordance with, the terms of the Exchange Offer as described in the Registration Statement no later than the scheduled or extended expiration time of the Exchange Offer at a ratio of 0.275 shares of Class A Common Stock per Warrant. Nothing in this Agreement shall restrict the Warrant Holder from acquiring additional Warrants subsequent to the date hereof and such additional Warrants shall not be subject to the terms of this Agreement.
Section 1.02 Agreement to Consent. Each Warrant Holder shall deliver to the Company its timely consent with respect to the Solicitation with respect to all of such Warrant Holder’s Subject Warrants, as applicable, by executing Letters of Transmittal and Consent (as defined in the Registration Statement) or requesting that their broker or nominee consent on their behalf, in accordance with the terms and conditions of the Solicitation as described in the Registration Statement.
Section 1.03 Ownership of Warrants. Each Warrant Holder represents and warrants to the Company, as of the date hereof and as of the date of tender of such Warrant Holder’s Subject Warrants in accordance with this Agreement, that such Warrant Holder is the sole beneficial owner of such Warrant Holder’s Subject Warrants, and has good and marketable title to such Subject Warrants free and clear of any liens, options, rights, or any other encumbrances, limitations or restrictions whatsoever (other than liens imposed under typical prime brokerage agreements and those restrictions imposed by applicable securities laws, this Agreement and the Warrant Agreement). Each Warrant Holder shall not transfer any Subject Warrants to any person (other than the Company in connection with the Exchange Offer) unless such person acquiring such Subject Warrants signs a joinder to this Agreement, in form and substance reasonably acceptable to the Company, agreeing to be bound by all terms and conditions of this Agreement.
Section 1.04 Company Covenants. The Company agrees that it shall take all steps reasonably necessary or desirable to commence the Exchange Offer and Solicitation as soon as practicable consistent with this Agreement, and agrees to take all steps necessary to update the Registration Statement as required by applicable laws and regulations, and that the Registration Statement, when declared effective, will comply in all material respects with all applicable Securities and Exchange Commission requirements.
Section 1.05 Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this
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Agreement or to enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity.
Section 1.06 Termination. This Agreement shall terminate as to all Warrant Holders (a) upon written notice to all the Warrant Holders by the Company, or upon the earlier of (i) the date the Company’s board of directors or a committee thereof determines to no longer pursue the Exchange Offer and the Solicitation, and (ii) November 8, 2022; or (b) if the Company fails to commence the Exchange Offer and Solicitation by September 16, 2022.
Section 1.07 Warrant Holder Obligations Several and Not Joint. The obligations of each Warrant Holder hereunder shall be several and not joint, and no Warrant Holder shall be liable for any breach of the terms of this Agreement by any other Warrant Holder.
Section 1.08 Governing Law; Jurisdiction. The validity, interpretation, and performance of this Agreement and of the Subject Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.
Section 1.09 Counterparts. This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
[Signature Page Follows]
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 21, 2022, 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.
New York, New
York September 9, 2022
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on Form S-4, of our report dated March 1, 2022, relating to the financial statements of Apollo Strategic Growth Capital which is contained in that Prospectus. We also consent to the reference to our firm under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC |
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New York, New York |
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September 9, 2022 | |
Exhibit 23.3
Consent of Independent Auditors
We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated July 16, 2021, with respect to the combined financial statements of Egencia included in the Registration Statement (Form S-4) and related Prospectus of Global Business Travel Group, Inc. for the offer to exchange warrants to acquire shares of Class A common stock of Global Business Travel Group, Inc. for shares of class A common stock of Global Business Travel Group, Inc.
/s/ Ernst & Young, LLP
Seattle, Washington
September 9, 2022
| | THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN STANDARD TIME, ON OCTOBER 7, 2022, OR SUCH LATER TIME AND DATE TO WHICH WE MAY EXTEND. PUBLIC WARRANTS (AS DEFINED BELOW) AND PRIVATE PLACEMENT WARRANTS (AS DEFINED BELOW) (COLLECTIVELY, THE “WARRANTS”) TENDERED PURSUANT TO THE OFFER AND CONSENT SOLICITATION MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED BELOW). CONSENTS MAY BE REVOKED ONLY BY WITHDRAWING THE TENDER OF THE RELATED WARRANTS AND THE WITHDRAWAL OF ANY WARRANTS WILL AUTOMATICALLY CONSTITUTE A REVOCATION OF THE RELATED CONSENTS. | | |
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If delivering by mail or overnight courier: Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, NY 10004 Attention: Corporate Actions Department |
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If delivering by facsimile transmission
(for eligible institutions only): 212-616-7610 Continental Stock Transfer & Trust Company 1 State Street, 30th Floor New York, NY 10004 Attention: Corporate Actions Department |
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Name(s) and Address of Registered Holder(s)
If there is any error in the name or address shown below, please make the necessary corrections |
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Certificate No(s)
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Number of Warrants
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TOTAL WARRANTS
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| Name of Tendering Institution: | | |
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS, INCLUDING INSTRUCTIONS 3, 4 AND 5) |
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| | To be completed ONLY if the shares of Class A Common Stock issued pursuant to the Offer and Consent Solicitation in exchange for Warrants tendered hereby and any Warrants delivered to the Exchange Agent herewith but not tendered and exchanged pursuant to the Offer and Consent Solicitation, are to be issued in the name of someone other than the undersigned. Issue all such shares of Class A Common Stock and untendered Warrants to: | | | |||
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Address:
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(PLEASE PRINT OR TYPE)
(INCLUDE ZIP CODE) (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER) |
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IMPORTANT: PLEASE SIGN HERE
(SEE INSTRUCTIONS AND ALSO COMPLETE ACCOMPANYING IRS FORM W-9 OR APPROPRIATE IRS FORM W-8) |
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| | By completing, executing and delivering this Letter of Transmittal and Consent, the undersigned hereby tenders the Warrants indicated in the table above entitled “Description of Warrants Tendered.” | | | |||
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SIGNATURES REQUIRED
Signature(s) of Registered Holder(s) of Warrants |
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| | (The above lines must be signed by the registered holder(s) of Warrants as the name(s) appear(s) on the Warrants or on a security position listing, or by person(s) authorized to become registered holder(s) by a properly completed assignment from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal and Consent. If Warrants to which this Letter of Transmittal and Consent relates are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal and Consent. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, then such person must set forth his or her full title below and, unless waived by the Company, submit evidence satisfactory to the Company of such person’s authority so to act. See Instruction 3 regarding the completion and execution of this Letter of Transmittal and Consent.) | | | |||
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(PLEASE PRINT OR TYPE)
(INCLUDE ZIP CODE) |
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GUARANTEE OF SIGNATURE(S) (IF REQUIRED)
(SEE INSTRUCTIONS, INCLUDING INSTRUCTION 4) |
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Certain signatures must be guaranteed by Eligible Institution.
Signature(s) guaranteed by an Eligible Institution: |
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Authorized Signature
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Title
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Name of Firm
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Address, Including Zip Code
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Area Code and Telephone Number
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The Information Agent for the Offer and Consent Solicitation is:
D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, New York 10005 Banks and Brokers call: (212) 269-5550 Call Toll Free: (866) 342-4883 Email: gbtg@dfking.com
IMPORTANT: THIS LETTER OF TRANSMITTAL AND CONSENT, OR THE “AGENT’S MESSAGE” (IF TENDERING PURSUANT TO THE PROCEDURES FOR BOOK-ENTRY TRANSFER WITHOUT EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL AND CONSENT), TOGETHER WITH THE TENDERED WARRANTS AND ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO ONE MINUTE AFTER 11:59 P.M., EASTERN STANDARD TIME, ON OCTOBER 7, 2022, UNLESS A NOTICE OF GUARANTEED DELIVERY IS RECEIVED BY THE EXCHANGE AGENT BY SUCH DATE.
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Name(s) and Address(es)
of Registered Holder(s) of Warrants |
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| | THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN STANDARD TIME, ON OCTOBER 7, 2022, OR SUCH LATER TIME AND DATE TO WHICH WE MAY EXTEND. THE PUBLIC WARRANTS (AS DEFINED BELOW) AND THE PRIVATE PLACEMENT WARRANTS (AS DEFINED BELOW) (COLLECTIVELY, THE “WARRANTS”) TENDERED PURSUANT TO THE OFFER AND CONSENT SOLICITATION MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED BELOW). CONSENTS MAY BE REVOKED ONLY BY WITHDRAWING THE TENDER OF THE RELATED WARRANTS AND THE WITHDRAWAL OF ANY WARRANTS WILL AUTOMATICALLY CONSTITUTE A REVOCATION OF THE RELATED CONSENTS. | | |
| | THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., EASTERN STANDARD TIME, ON OCTOBER 7, 2022, OR SUCH LATER TIME AND DATE TO WHICH WE MAY EXTEND. THE PUBLIC WARRANTS (AS DEFINED BELOW) AND THE PRIVATE PLACEMENT WARRANTS (AS DEFINED BELOW) (COLLECTIVELY, THE “WARRANTS”) TENDERED PURSUANT TO THE OFFER AND CONSENT SOLICITATION MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS DEFINED BELOW). CONSENTS MAY BE REVOKED ONLY BY WITHDRAWING THE TENDER OF THE RELATED WARRANTS AND THE WITHDRAWAL OF ANY WARRANTS WILL AUTOMATICALLY CONSTITUTE A REVOCATION OF THE RELATED CONSENTS. | | |
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(Please Print)
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(Including Zip Code)
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Exhibit 107
Calculation of Filing Fee Tables
Form S-4
(Form Type)
Global Business Travel Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1—Newly Registered and Carry Forward Securities
| Security | Security Class Title | Fee Calculation | Amount | Proposed | Maximum | Fee Rate | Amount of Registration Fee |
Newly Registered Securities | ||||||||
Fees to Be | Equity | Class A common | 457(f) | 10,849,043(1)(2) | N/A | $13,995,265.47(3) | $92.70 per | $1,297.36 |
| Other | Warrants to | — | 39,451,067(4) | — | — | — | —(5) |
Fees | | | | | | | | |
Carry Forward Securities | ||||||||
Carry | | | | | | | | |
| Total Offering Amounts | $13,995,265.47 | | $1,297.36 | ||||
| Total Fees Previously Paid | | | — | ||||
| Total Fee Offsets | | | — | ||||
| Net Fee Due | | | $1,297.36 |
(1) | Represents the maximum number of shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Global Business Travel Group, Inc. (the “Company”) that may be issued directly to (i) holders of Warrants (as defined in the Prospectus/Offer to Exchange), who tender their Warrants pursuant to the Offer (as defined in the Prospectus/Offer to Exchange) and (ii) holders of Warrants who do not tender their Warrants pursuant to the Offer and who, pursuant to the Warrant Amendment (as defined in the Prospectus/Offer to Exchange), if approved, may receive shares of Class A Common Stock in the event the Company exercises its right to convert the Warrants into shares of Class A Common Stock. |
(2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the Company is also registering an indeterminate number of additional shares of Class A Common Stock issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
(3) | This maximum aggregate offering price assumes the acquisition of 39,451,067 Warrants in exchange for shares of Class A Common Stock. This maximum aggregate offering price, estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) and Rule 457(c) under the Securities Act, is based on the product of (i) $1.29, the average of the high and low prices of the Warrants on September 1, 2022, as reported on the New York Stock Exchange, and (ii) 39,451,067, the maximum number of Warrants to be acquired in the Offer based on the exchange ratio of 0.275 in effect following the close of trading on the New York Stock Exchange on September 8, 2022, the last trading day prior to commencement of the Offer. |
(4) | Represents the maximum number of Warrants that may be amended pursuant to the Warrant Amendment. |
(5) | No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act. |