GBTG to acquire CWT in ~$570M enterprise value deal; to issue 72M shares and pay $70M cash

Global Business Travel Group, Inc.

Acquisition of CWT implies equity value of ~$500M; transaction structured as two-step merger.
Consideration: ~72M shares of GBTG Class A common at $6.00/share plus ~$70M cash from balance sheet.
Closing subject to HSR Act, CFIUS clearance, and other foreign investment approvals; drop-dead dates up to 18 months.
Reverse termination fee of $32M-$35M payable by GBTG if deal fails due to regulatory conditions.
Lock-up: Members cannot transfer shares for 90 days post-close, then 50% limit until day 270.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Global Business Travel Group, Inc. entered into Agreement and Plan of Merger with CWT Holdings, LLC, Cape Merger Sub I LLC, Cape Merger Sub II LLC, Redwood Drawdown Partners III, LLC valued at approximately $570 million on a cash-free and debt-free basis (effective 2024-03-24).

Action: entry
Agreement: merger
Counterparty: CWT Holdings, LLC, Cape Merger Sub I LLC, Cape Merger Sub II LLC, Redwood Drawdown Partners III, LLC
Value: approximately $570 million on a cash-free and debt-free basis
Effective: 2024-03-24

Exact text from the filing

On March 24, 2024, Global Business Travel Group, Inc. a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with CWT Holdings, LLC

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Global Business Travel Group, Inc. filing history →

Source: SEC EDGAR

accession 0001140361-24-014927

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