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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): July 30, 2024 (July
30, 2024)
Global
Business Travel Group, Inc.
(Exact name of Registrant as specified in its charter)
Delaware |
|
001-39576 |
|
98-0598290 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
666 3rd Avenue, 4th Floor
New York, New York 10017
(Address of principal executive offices) (Zip Code)
(646) 344-1290
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which
registered |
Class A common stock, par value of $0.0001 per share |
|
GBTG |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. |
Regulation FD Disclosure. |
On
July 30, 2024, Global Business Travel Group, Inc. (the “Company”) issued a press release announcing that the Company
expects its proposed acquisition of CWT to close in the first quarter of 2025 and that the Company continues to work collaboratively with
regulatory authorities in their review of the transaction, including the U.K. Competition and Markets Authority which intends to continue
its review in a Phase 2 investigation and the Antitrust Division of the U.S. Department of Justice.
A
copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
The information in this Item
7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated
by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 9.01. |
Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
GLOBAL BUSINESS TRAVEL GROUP, INC. |
|
|
|
By: |
/s/ Eric J. Bock |
|
|
Name: Eric J. Bock |
|
|
Title: Chief Legal Officer, Global Head of M&A and Compliance and
Corporate Secretary |
Date: July 30, 2024
Exhibit 99.1
Amex GBT Provides CWT Acquisition Update:
Transaction Now Expected to Close in the First
Quarter of 2025
New
York – Tuesday, July 30, 2024 – American Express Global Business Travel, which is operated by Global Business
Travel Group, Inc. (NYSE: GBTG) (“Amex GBT” or the “Company”), a leading software and services company for
travel, expense and meetings & events, has today announced it now expects its proposed acquisition of CWT, a global business
travel and meeting solutions provider, to close in the first quarter of 2025.
Amex GBT continues to
work collaboratively with regulatory authorities including the U.K. Competition and Markets Authority (“CMA”) and the Antitrust
Division of the U.S. Department of Justice in their review of the transaction. The CMA also confirmed today that it intends to continue
its review of the transaction in a Phase 2 investigation.
Amex GBT will continue
to work with the regulatory authorities to demonstrate how the acquisition of CWT will create synergies and provide greater capacity for
investment and innovation. It will also create more choice for customers and more efficient distribution for suppliers while maintaining
a highly competitive environment for business travel services.
Eric J. Bock, Amex GBT’s
Chief Legal Officer and Global Head of M&A, said: “We believe that a comprehensive Phase 2 analysis will demonstrate that the
proposed transaction would result in many customer and supplier benefits, and that the business travel industry would remain highly competitive.
In fact, as we’ve seen existing travel management companies grow and new tech-led companies enter the industry in recent years,
we believe competition will continue to intensify.”
About Amex GBT
Amex GBT is a leading software and services company
for travel, expense, and meetings & events. We have built the most valuable marketplace in travel with the most comprehensive
and competitive content. A choice of solutions brought to you through a strong combination of technology and people, delivering the best
experiences, proven at scale. With travel professionals and business partners in more than 140 countries, our solutions deliver savings,
flexibility, and service from a brand you can trust – Amex GBT.
Visit amexglobalbusinesstravel.com for more information
about Amex GBT. Follow @amexgbt on X, LinkedIn and Instagram.
Contacts
Investors:
Jennifer Thorington
Vice President Investor Relations
investor@amexgbt.com
Media:
Martin Ferguson
Vice President Global Communications and Public Affairs
martin.ferguson@amexgbt.com
Forward-Looking Statements
This communication contains statements that are
forward-looking and as such are not historical facts. This includes, without limitation, statements regarding our financial position,
business strategy, and the plans and objectives of management for future operations and full-year guidance. These statements constitute
projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The
words "anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "will," "would" and similar expressions may identify forward-looking statements,
but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this
communication are based on our current expectations and beliefs concerning future developments and their potential effects on us. There
can be no assurance that future developments affecting us, including as a result of the transaction, will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions
that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors: (1) changes
to projected financial information or our ability to achieve our anticipated growth rate and execute on industry opportunities; (2) our
ability to maintain our existing relationships with customers and suppliers and to compete with existing and new competitors; (3) various
conflicts of interest that could arise among us, affiliates and investors; (4) our success in retaining or recruiting, or changes
required in, our officers, key employees or directors; (5) factors relating to our business, operations and financial performance,
including market conditions and global and economic factors beyond our control; (6) the impact of geopolitical conflicts, including
the war in Ukraine and the conflicts in the Middle East, as well as related changes in base interest rates, inflation and significant
market volatility on our business, the travel industry, travel trends and the global economy generally; (7) the sufficiency of our
cash, cash equivalents and investments to meet our liquidity needs; (8) the effect of a prolonged or substantial decrease in global
travel on the global travel industry; (9) political, social and macroeconomic conditions (including the widespread adoption of teleconference
and virtual meeting technologies which could reduce the number of in-person business meetings and demand for travel and our services);
(10) the effect of legal, tax and regulatory changes; (11) the decisions of market data providers, indices and individual investors;
(12) the outcome of any legal proceedings that may be instituted against Amex GBT or CWT following the announcement of the transaction;
(13) the inability to complete the transaction; (14) delays in obtaining, adverse conditions contained in, or the inability to obtain
necessary regulatory approvals or complete regulatory reviews required to complete the transaction; (15) the risk that the transaction
disrupts current plans and operations as a result of the announcement and consummation of the transaction; (16) the inability to recognize
the anticipated benefits of the transaction, which may be affected by, among other things, competition, the ability of the combined company
to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; (17) costs related
to the transaction; (18) risks related to the business of CWT or unexpected liabilities that arise in connection with the transaction
or the integration with CWT; (19) the risk that the assumptions, estimates and estimated adjustments described in this communication may
prove to be inaccurate; and (20) other risks and uncertainties described in the Company's Form 10-K, filed with the SEC on March 13,
2024, and in the Company's other SEC filings. Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no
obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except
as may be required under applicable securities laws.
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Global Business Travel (NYSE:GBTG)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Global Business Travel (NYSE:GBTG)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024