Form 8-K - Current report

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): November 6, 2024 (November 6, 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 November 6, 2024, Global Business Travel Group, Inc. (the “Company”) issued a press release announcing that the U.K. Competition and Markets Authority (the “CMA”) has published an interim report regarding the Company’s proposed acquisition of CWT Holdings, LLC, that the Company disagrees with the CMA’s interim assessment that the transaction may result in a substantial lessening of competition in the U.K. and that the Company continues to expect the transaction to close in the first quarter of 2025. The Company continues to work cooperatively with the CMA to demonstrate that the transaction should be approved as well as with other regulators, including the Antitrust Division of the U.S. Department of Justice, in their review of the transaction.

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.

(d)

Exhibits.

Exhibit Number	Description
99.1	Press Release, dated November 6, 2024, issued by Global Business Travel Group, Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: November 6, 2024

Exhibit 99.1

American Express Global Business Travel Notes U.K. Competition and Markets Authority’s Interim Report Regarding CWT Acquisition

New York – November 6, 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 confirmed today that the U.K. Competition and Markets Authority (the “CMA”) has published its interim report regarding Amex GBT’s proposed acquisition of CWT, a global business travel and meeting solutions provider. Amex GBT fundamentally disagrees with the CMA’s interim assessment that the transaction may result in a substantial lessening of competition in the UK and it will continue to work collaboratively with the CMA to demonstrate that the transaction should be approved by the CMA.

The Company believes that the CMA’s interim report does not reflect the evidence presented on the highly competitive and dynamic nature of the business travel sector. Instead, the CMA has erroneously focused on a narrow segment that makes up a small fraction of business travel spend. The CMA has ignored multiple sources of evidence that show clearly that Amex GBT consistently competes for all customers, including the largest global customers, with numerous other travel management companies that operate globally.

Amex GBT will respond to the interim report to correct several errors and misconceptions about how the business travel sector operates and to demonstrate that the CWT acquisition will not harm competition in the UK or elsewhere. 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.

Amex GBT will in parallel continue to work collaboratively with other regulators, including the Antitrust Division of the U.S. Department of Justice, in their review of the transaction. The Company continues to expect the transaction to close in the first quarter of 2025.

Eric J. Bock, Amex GBT’s Chief Legal Officer and Global Head of M&A, said: “We are disappointed by the CMA’s interim report. The CMA has not appreciated the evidence that reflects the breadth of the business travel industry and its dynamic and competitive nature. In recent years, numerous travel management companies have expanded their offerings while other companies have entered the industry and are rapidly growing their businesses. We are reviewing the interim report closely and will be responding to the CMA’s concerns. We firmly believe that the proposed transaction would result in many customer and supplier benefits and that the business travel industry would remain highly competitive. We will be engaging further with the CMA to demonstrate why its concerns are not justified.”

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 current expectations or forecasts of future events. 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 in connection with 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.

Cover	Nov. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 06, 2024
Entity File Number	001-39576
Entity Registrant Name	Global Business Travel Group, Inc.
Entity Central Index Key	0001820872
Entity Tax Identification Number	98-0598290
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	666 3rd Avenue
Entity Address, Address Line Two	4th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10017
City Area Code	646
Local Phone Number	344-1290
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value of $0.0001 per share
Trading Symbol	GBTG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false