Apollo Strategic Growth Capital

PROPOSED BUSINESS COMBINATION: American Express Global Business Travel

ENTERPRISE VALUE: $4.984 billion

ANTICIPATED SYMBOL: GBTG

Apollo Strategic Growth Capital proposes to combine with American Express Global Business Travel, the world’s leading B2B travel platform.

American Express Global Business Travel (GBT) is the world’s leading B2B travel platform, providing software and services to manage travel, expenses, and meetings & events for companies of all sizes. We have built the most valuable marketplace in B2B travel to deliver unrivalled choice, value and experiences. With travel professionals in more than 140 countries, our customers and travelers enjoy the powerful backing of American Express Global Business Travel.

SUBSEQUENT EVENT – 9/9/22 – LINK

• Global Business Travel Group, Inc. announced that it has commenced an exchange offer and consent solicitation relating to its outstanding Public Warrants and Private Placement Warrants.
• The purpose of the Offer and Consent Solicitation is to eliminate all of the Company’s Warrants, simplify the Company’s capital structure, increase the number of shares of common stock available for trading and reduce the potentially dilutive impact of the Warrants.
• The Offer is being made to all holders of the Company’s Warrants, consisting of
  • (i) the Warrants sold as part of the units in Apollo Strategic Growth Capital’s initial public offering of APSG’s securities on October 6, 2020, and
  • (ii) the Warrants sold as part of the units in a private placement that occurred simultaneously with the IPO.
• The Company is offering to all holders of the Warrants the opportunity to receive 0.275 shares of Class A common stock in exchange for each Warrant tendered by the holder and exchanged pursuant to the Offer.
• Pursuant to the Offer, the Company is offering up to an aggregate of 10,849,043 shares of its Class A Common Stock in exchange for the Warrants.
• Concurrently with the Offer, the Company is also soliciting consent from holders of the Public Warrants and the Private Placement Warrants to amend the warrant agreement that governs all of the Warrants to permit the Company to require that each Warrant that is outstanding upon the closing of the Offer be converted into 0.2475 shares of Class A Common Stock, which is a ratio 10% less than the exchange ratio applicable to the Offer.
• Pursuant to the terms of the Warrant Agreement, the vote or written consent of holders of at least 50% of the outstanding Public Warrants and 50% of the outstanding Private Placement Warrants are required to approve the Warrant Amendment.
• Parties representing approximately 40.56% of the Public Warrants and 100% of the Private Placement Warrants have agreed to tender their Warrants in the Offer and to consent to the Warrant Amendment in the Consent Solicitation.
• Accordingly, if holders of an additional approximately 9.44% of the outstanding Public Warrants consent to the Warrant Amendment in the Consent Solicitation, and the other conditions of the Offer are satisfied or waived, then the Warrant Amendment will be adopted.
• The offering period will expire at one minute after October 7, 2022, or such later time and date to which the Company may extend.
• Tendered Warrants may be withdrawn by holders at any time prior to the Expiration Date.
• The Company’s obligation to complete the Offer is not conditioned on the tender of a minimum amount of Warrants.

TRANSACTION

• The transaction implies a pro forma market capitalization of approximately $5.3 billion and a pro forma enterprise valuation of approximately $5 billion for GBT (assuming no redemptions by APSG’s shareholders).
• Current GBT common equity holders are expected to roll their existing equity holdings into the combined company.
• The transaction is expected to provide up to approximately $1.2 billion in gross proceeds, comprised of APSG’s approximately $817 million of cash held in trust and the upsized $335 million fully committed common stock PIPE financing.
• GBT has obtained commitments for an additional $1 billion term loan facility to be established under its existing credit agreement to repay approximately $600 million of certain existing term loan facilities and to provide an incremental $400 million of financing for general corporate purposes, including to backstop potential redemptions.

PIPE

• Upsized and oversubscribed fully committed $335 million PIPE investment at $10.00 per common share with key investors including Apollo, Ares, HG Vora, Sabre, and Zoom.
• The PIPE Investors agreed to subscribe for and purchase an aggregate of 33,500,000 shares of Domesticated Acquiror Class A Common Stock at a cash purchase price of $10.00 per share for an aggregate purchase price equal to $335 million (the “PIPE Investment”).
• Of the 33,500,000 shares of Domesticated Acquiror Class A Common Stock to be issued pursuant to the PIPE Subscription Agreements, the Sponsor has agreed to purchase 2,000,000 shares of Domesticated Acquiror Class A Common Stock on the same terms and conditions as the other PIPE Investors at a price of $10.00 per share.

LOCK-UP

• Sponsor & Insider Lock-Up:
  • Pursuant to the Sponsor Side Letter, the Sponsor and each Insider has agreed not to transfer (other than to certain permitted transferees)
    • (i) any shares of Domesticated Acquiror Class A Common Stock issued to each of them at the Closing, until the earlier to occur of
      • (a) one year following the Closing and
      • (b) the date on which the last reported sale price of the Domesticated Acquiror Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing
• JerseyCo Lock-Up:
  • Each Continuing JerseyCo Owner has agreed not to transfer, until the 180^th day following the Closing Date (the “UW Lock-Up Release Date”).

SPONSOR SIDE LETTER

• Pursuant to the Sponsor Side Letter, the Sponsor has agreed that 13,631,318 of the shares of Domesticated Acquiror Class A Common Stock issued to the Sponsor at the Closing (the “Sponsor Shares”) will immediately vest without restrictions and 6,713,932 of the Sponsor Shares will be deemed unvested subject to certain triggering events to occur within five years from Closing (such period, the “Sponsor Side Letter Vesting Period”).
  • If within the Sponsor Side Letter Vesting Period, the VWAP of Domesticated Acquiror Class A Common Stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, 3,356,966 of the unvested Sponsor Shares will vest.
  • If within the Sponsor Side Letter Vesting Period, the VWAP of Domesticated Acquiror Class A Common Stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days, the remaining 3,356,966 of the unvested Sponsor Shares will vest.

EARNOUT

• Seller earn-out of up to 15M shares subject to vesting milestones based on share price appreciation, aligning value creation incentives.
  • Vesting Milestones:
    •  If within the Earnout Period, the volume-weighted average price (the “VWAP”) of Domesticated Acquiror Class A Common Stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, holders of OpCo C Ordinary Shares will receive their applicable Earnout Achievement Distribution with respect to 50% of their OpCo C Ordinary Shares.
    • If within the Earnout Period, the VWAP of Domesticated Acquiror Class A Common Stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days, holders of OpCo C Ordinary Shares will receive their applicable Earnout Achievement Distribution with respect to the remaining 50% of their OpCo C Ordinary Shares.

NOTABLE CONDITIONS TO CLOSING

• The Closing is subject to certain conditions, including, among other things, the amount of available cash at Closing, including the amount in APSG’s trust account (net of shareholder redemptions) and the aggregate gross purchase price received by APSG in connection with the PIPE Investment, is at least $300 million (which is only a condition in favor of GBT, but cannot be waived without the prior written consent of APSG (such consent to not be unreasonably withheld, conditioned or delayed))

NOTABLE CONDITIONS TO TERMINATION

• The Business Combination Agreement may be terminated by either APSG or GBT at any time prior to Closing if the Closing has not occurred on or before August 2, 2022.

ADVISORS

• Credit Suisse, Goldman Sachs and Morgan Stanley & Co. LLC are acting as financial advisors to GBT.
• Skadden, Arps, Slate, Meagher & Flom LLP and Steptoe & Johnson LLP are acting as legal advisors to GBT.
• Evercore is acting as financial and capital markets advisor to APSG.
• Houlihan Lokey also served as a financial advisor to APSG.
• Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsel to APSG.
• Morgan Stanley & Co. LLC, Apollo Global Securities, Credit Suisse and Evercore acted as placement agents to APSG for the PIPE Investment.
• Kirkland & Ellis LLP acted as legal counsel to the placement agents.

MANAGEMENT & BOARD

Executive Officers

Sanjay Patel, 59
Chief Executive Officer and Director

Mr. Patel is Chairman International and Senior Partner of Private Equity of Apollo, with responsibility for helping to build and develop Apollo’s international businesses. He is currently a member of Apollo’s Management Committee and Private Equity Investment Committees and was formerly Head of Europe and managing partner of Apollo European Principal Finance. He currently serves on the board of directors of Tegra Apparel; he previously also served on the boards of directors of Amissima Holdings, Brit Insurance, Countrywide PLC and Watches of Switzerland. Mr. Patel joined Apollo in 2010 as Head of International Private Equity. Prior to Apollo, Mr. Patel was a partner at Goldman, Sachs & Co., where he was co-head of European and Indian Private Equity for the Principal Investment Area (PIA), a member of the Goldman Sachs Partnership Committee and a member of the Investment Committee of the Goldman Sachs Foundation. Prior thereto, he was President of Greenwich Street Capital. Mr. Patel is a member of the Harvard Graduate School of Design Dean’s Leadership Council and the Stanford Graduate School of Business Advisory Council. He also serves on the Investment Committee of the Eton College Foundation and is a member of the Eton Development Advisory Council. He received his AB and SM engineering degrees, magna cum laude, from Harvard College and received his MBA degree from the Stanford Graduate School of Business, where he was an Arjay Miller Scholar. He was educated at Eton College in the UK, where he was a King’s Scholar.

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James Crossen, 47
Chief Financial Officer and Chief Accounting Officer

Mr. Crossen is Chief Financial Officer for Private Equity and Real Assets at Apollo, having joined Apollo in 2010. Prior to that time, Mr. Crossen was a Controller at Roundtable Investment Partners LLC. Prior thereto, Mr. Crossen was a Controller at Fortress Investment Group. Prior to that time, Mr. Crossen was a member of the Funds Management and Tax Group at JP Morgan Partners LLC. Mr. Crossen is a Certified Public Accountant in New York. Mr. Crossen served in the United States Marine Corps and graduated summa cum laude from the University of Connecticut.

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Board of Directors

Scott Kleinman, 47
Executive Chairman of Board of Directors

Mr. Kleinman is Co-President of Apollo Global Management, Inc., sharing responsibility for all of Apollo’s revenue-generating and investing businesses across its integrated alternative investment platform. Mr. Kleinman, who focuses on Apollo’s equity and opportunistic businesses as well as its financial institutions and insurance activities, joined Apollo in 1996, and in 2009 he was named Lead Partner for Private Equity. Mr. Kleinman currently serves on the board of directors of Athene Holding Ltd. and previously served on the boards of directors of Vectra, Momentive Performance Materials, Hexion, Constellis Group and CH2M Hill Companies. Prior to joining Apollo, Mr. Kleinman was a member of the Investment Banking division at Smith Barney Inc. In 2014, Mr. Kleinman founded the Kleinman Center for Energy Policy at the University of Pennsylvania. He is a member of the Board of Overseers at the University of Pennsylvania Stuart Weitzman School of Design. Mr. Kleinman received a BA and BS from the University of Pennsylvania and the Wharton School of Business, respectively, graduating magna cum laude, Phi Beta Kappa.

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Jennifer Fleiss, 37
Director

Ms. Fleiss most recently served as the Chief Executive Officer of Jetblack, a subdivision of Walmart, and prior as Co-Founder, President and Director of Rent the Runway. During her nine years at Rent the Runway, Ms. Fleiss served in a variety of leadership roles in operations, strategy and business development. Ms. Fleiss currently serves on the Board of Directors of Rent the Runway, Shutterfly and Party City. Previously, Ms. Fleiss worked at Lehman Brothers and Morgan Stanley Dean Witter & Co. Ms. Fleiss received her M.B.A. from Harvard Business School in 2009 and her Bachelor of Arts in Political Science from Yale University in 2005.

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Mitch Garber, 56
Director 

Mr. Garber is the former CEO of Optimal Payments/?Paysafe, PartyGaming Plc / PartyBwin and Caesars Acquisition Company. Mr. Garber is the Chairman of Invest in Canada, the Canadian agency responsible for foreign investment in Canada. Mr. Garber also currently sits on the board of directors of Rackspace Technology, Shutterfly and Fosun Fashion Group. From 2015 to 2020, Mr. Garber was the non-executive Chairman of Cirque du Soleil. Mr. Garber is a minority owner and executive committee member of the NHL Seattle Kraken. He holds a BA from McGill University, a JD and an honorary doctorate from the University of Ottawa and was awarded the Order of Canada in 2019.

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James H. Simmons III, 53
Director

Mr. Simmons is CEO and Founding Partner of Asland Capital Partners, serving as head of its investment committee with oversight over the day-to-day operations of the firm. Mr. Simmons has over two decades of real estate investment experience across the public and private sectors. Prior to founding Asland Capital Partners, Mr. Simmons was a Partner at Ares Management, where he led the Ares Domestic Emerging Markets Fund, and was previously a Partner at Apollo Real Estate Advisors. Mr. Simmons was also previously president and CEO of the Upper Manhattan Empowerment Zone Development Corporation and held prior roles at Bankers Trust and Salomon Smith Barney. Mr. Simmons currently serves on the Board of Directors of LifePoint Health. Mr. Simmons received a BS degree from Princeton University, an MS from the Virginia Polytechnic Institute and State University and a Master of Management degree from Northwestern University’s J.L. Kellogg Graduate School of Management.

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