Amex GBT to Acquire CWT

American Express Global Business Travel (“Amex GBT”), which is operated by Global Business Travel Group, Inc. (NYSE: GBTG) (“Amex GBT” or the “Company”), a leading B2B software and services company for travel and expense, has today announced it entered into a definitive agreement to acquire CWT, a global business travel and meetings solutions provider, in a transaction that values CWT at approximately $570 million on a cash-free, debt-free basis, subject to certain assumptions and purchase price adjustments. The transaction will be funded by a combination of stock and cash and is expected to close in the second half of 2024, subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.

CWT serves 4,000 customers and is expected to generate approximately $850 million of revenues and $70 million–$80 million of Adjusted EBITDA in 2024.

Paul Abbott, Amex GBT’s CEO, said: “Bringing CWT onto the proven Amex GBT software and services model will create more choice for customers, more opportunities for people and more value for shareholders.”

After the acquisition closes, CWT customers would have access to Amex GBT’s proprietary software and services for travel and expense, including Neo1, Neo and Egencia, in addition to Select, which enables customers to integrate with leading technology partners. Customers would have access to the broadest portfolio of professional services, including meetings and events, consulting and sustainability solutions and Amex GBT’s marketplace would provide access to the most comprehensive and competitive content in the industry.

CWT CEO, Patrick Andersen, said: “Joining forces with Amex GBT helps accelerate our vision of a tech-enabled future for business travel, where people and technology combine to deliver an exceptional customer experience. We are highly confident in the value creation of the combined company.”

Significant Shareholder Value

• Highly attractive valuation and financial return: Based on CWT estimated 2024 Adjusted EBITDA of $70 million–$80 million and $155 million of identified synergies, Amex GBT acquiring CWT for pre-synergy multiple of 7.6x and post-synergy multiple of 2.5x Adjusted EBITDA. Based on CWT estimated 2024 revenue of approximately $850 million, Amex GBT acquiring CWT for 0.7x revenue multiple.
• Synergy opportunity: Identified approximately $155 million of annual run-rate synergies within three years, with approximately 35% expected to be realized in 2025. Amex GBT has a proven track record of delivering significant synergies through acquisitions. A dedicated integration team will execute the synergy plan.
• Strong balance sheet and leverage profile: Amex GBT maintains a strong balance sheet and post-deal leverage stays within Amex GBT’s target range of 1.5x–2.5x.

• Accretive transaction: Expected to be break-even to earnings per share in the first year of transaction close and accretive thereafter.

Transaction Overview

• The transaction values CWT at approximately $570 million on a cash-free and debt-free basis, subject to certain assumptions and purchase price adjustments. At the closing of the transaction Amex GBT expects to issue approximately 71.7 million shares of its common stock at a fixed price of $6.00 per share and to use cash on hand to fund the retirement of CWT debt and the remaining transaction consideration. The CWT shareholders, which are primarily investment funds, are subject to a 90-day lockup for 50% of their shares and a 270-day lockup for the remainder of their shares. Both companies’ boards of directors have approved the transaction, which is expected to be completed in the second half of 2024, subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.
• Amex GBT acquiring CWT for pre-synergy multiple of 7.6x and post-synergy multiple of 2.5x Adjusted EBITDA, based on CWT estimated 2024 Adjusted EBITDA of $70 million –$80 million and $155 million identified synergies.
• Amex GBT acquiring CWT for 0.7x revenue multiple, based on CWT estimated 2024 revenue of approximately $850 million.

Investor Conference Call Information

Amex GBT will hold a live investor conference call on March 25, 2024, at 8:30 AM ET. The live investor conference call and accompanying slide presentation can be accessed on the Amex GBT Investor Relations website at investors.amexglobalbusinesstravel.com. A replay of the event will be available on the website for at least 90 days following the event.

About Amex GBT

American Express Global Business Travel (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 powerful 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.

About CWT

CWT is a global business travel and meetings solutions provider, with whom companies and governments partner to keep their people connected, in traditional business locations and some of the most remote and inaccessible parts of the globe. A private company majority owned by funds affiliated to Redwood Capital Management and Monarch Alternative Capital amongst others, CWT provides its customers’ employees with innovative technology and an efficient, safe, and sustainable travel experience.

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 Cape or unexpected liabilities that arise in connection with the transaction or the integration with Cape; (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.

Non-GAAP Financial Measures

Adjusted EBITDA is defined as net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes and depreciation and amortization and as further adjusted to exclude costs that management believes are non-core to the underlying business of the Company, consisting of restructuring, exit and related charges, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation, fair value movements on earnout and warrant derivative liabilities, long-term incentive plan costs, certain corporate costs, foreign currency gains (losses), non-service components of net periodic pension benefit (costs) and gains (losses) on disposal of businesses.

This communication contains non-GAAP financial measures related to the anticipated acquisition. Amex GBT believes these forward-looking non-GAAP measures are of interest to investors. We have not reconciled these forward-looking non-GAAP measures to their corresponding GAAP measures because certain items that impact these measures are unavailable without unreasonable efforts, out of Amex GBT’s control and/or cannot be reasonably predicted without unreasonable efforts.

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