GBT JerseyCo Limited (“American Express Global Business Travel”,
“Amex GBT” or the “Company”) today announced financial results for
the quarter ended March 31, 2022.
Q1 2022 Highlights
Revenue and Earnings Trending Above Full Year Forecast
- First quarter 2022 revenue increased 179% to $350 million, net
loss totaled ($91) million and Adjusted EBITDA1 was ($28)
million.
- Transaction recovery versus pro forma2 2019 was 46% and revenue
recovery versus pro forma2 2019 was 50%.
- Adjusted EBITDA1 fall-through3 on incremental revenue recovery
in line with expectations needed to deliver 2023 forecast.
- Raised full year 2022 revenue guidance by $150 million to $1.75
billion and Adjusted EBITDA guidance by $68 million – $78 million
to a range of $75 million – $85 million.
Travel Recovery Has Strong Momentum
- Transaction recovery in the last three weeks of April 20224
reached 72% of 2019 pro forma levels2 and increased 11 points
versus the last week of March 2022.
- Strong momentum in business travel recovery trends reflect
companies returning to travel and reductions in international
travel restrictions.
A Significant Runway for Growth
- Pro forma new wins value over the last 12 months through the
end of April 2022 increased to $3.9 billion, which represents 10%
of 2019 pro forma TTV2.
- SME transaction recovery in the last three weeks of April 20224
reached 80% of 2019 pro forma2 levels, driven by stronger recovery
and new wins momentum.
- New wins year to date include Honda Motors Europe, Novum,
Raytheon Technologies and Ferrero Group.
- Customer retention rate over the last 12 months through the end
of April 2022 remained strong at 95%.
On Track to Deliver Egencia Synergies & Cost Savings
- Two levers for significant margin expansion: $109 million in
total Egencia synergies and $235 million of permanent cost
savings.
- On track to exceed the $25 million of Egencia synergies
expected in full year 2022.
Paul Abbott, Amex GBT Chief Executive Officer, stated “We
believe we have reached a pivotal moment in the business travel
recovery, with transactions reaching 72% of 2019 pro forma levels
in the last three weeks of April 2022. With the strong momentum in
business travel recovery, new wins and our commitment to providing
unrivalled value, choice and experiences to our customers, we are
confident we are very well positioned for our next phase of
growth.”
First Quarter 2022 Financial Summary
(in millions, except percentages;
unaudited)
Three Months Ended
% B/(W)
March 31,
2022
2021
Total Transaction Value (TTV)
$4,155
$749
454%
Transaction Growth (Decline)
382%
(82%)
Revenue
$350
$126
179%
Travel Revenue
$256
$62
318%
Product & Professional Services
Revenue
$94
$64
45%
Total operating expense
$446
$255
(75%)
Net loss
($91)
($114)
NM
Net cash used in operating activities
($154)
($114)
NM
EBITDA1
($53)
($91)
NM
Adjusted EBITDA1
($28)
($90)
NM
Adjusted Operating Expenses2
$377
$215
(77%)
Free Cash Flow3
($175)
($123)
NM
NM = percentages are not meaningful
First Quarter 2022 Financial Highlights
Results for the first quarter ended March 31, 2022 include
Egencia, which was acquired on November 1, 2021.
Revenue increased $224 million, or 179%, versus the same period
in 2021. Within this, Travel Revenue increased $194 million, or
318%, primarily due to Transactions Growth of 382% driven by
inclusion of Egencia’s transactions following its acquisition in
November 2021 and the recovery in travel from the COVID-19
pandemic, partially offset by lower yield. Product and Professional
Services Revenue increased $30 million, or 45%, primarily due to
increased management fees and meetings and events revenue as
relaxed COVID-19 restrictions drove increased business meetings.
Pro forma for the acquisition of Egencia, total first quarter 2022
revenue increased 132% from the first quarter of 2021.
Total operating expense increased $191 million, or 75%,
primarily due to inclusion of Egencia’s operating costs following
its acquisition in November 2021, increased cost of revenue to
support the rise in the volume of transactions, increased
technology and content investments, higher sales and marketing
investments and higher general and administrative costs (including
increased integration and long-term incentive plan costs).
Net loss improved $23 million, primarily due to decrease in
operating loss partially offset by higher interest expense.
Adjusted EBITDA1 improved $62 million, primarily due to revenue
growth partially offset by increased Adjusted Operating Expenses.
Pro forma for the acquisition of Egencia, Adjusted EBITDA improved
by $129 million compared to the year ago period.
Adjusted Operating Expenses6 increased $162 million, or 77%,
primarily due to inclusion of Egencia’s operating expenses
following its acquisition in November 2021, increased costs of
revenue to support the rise in the volume of transactions,
increased technology and content investments, higher sales and
marketing investments and higher general and administrative
costs.
Net cash used in operating activities increased $40 million,
primarily due to cash utilized in working capital investments as
business recovery continued, partially offset by reduction in
operating loss.
Free Cash Flow7 decreased $52 million, primarily due to increase
in net cash used in operating activities and increased cash outflow
for purchase of property and equipment.
Net Debt8: Total debt was $1,023 million as of March 31, 2022
and December 31, 2021. As of March 31, 2022, Net Debt was $694
million compared to Net Debt of $507 million as of December 31,
2021. The increase in Net Debt was driven by $187 million decreased
cash and cash equivalent balance as of March 31, 2022 compared to
December 31, 2021.
2022 Guidance and 2023 Forecast
“We continue to see strong momentum in the business travel
recovery. We are gaining share with strong new wins performance and
continued momentum with SME customers. We remain on track to
deliver significant Egencia synergies and permanent cost
reductions. Combined, this gives us confidence to raise our full
year 2022 guidance and gives us further confidence we are on track
to meet our 2023 forecast,” said Martine Gerow, Amex GBT Chief
Financial Officer.
2022 Guidance
Vs. Previous 2022
Guidance
2023 Forecast
Revenue
~ $1.75B
+ $150M
$2.4B
% of Pro Forma 2019 Revenue
~ 63%
+ 5pts
86%
Adjusted EBITDA
$75M – $85M
+ $68M – $78M
$527M
Adjusted EBITDA Margin9
4% – 5%
+ 4pts – 5pts
22%
The change in 2022 Guidance, as compared to previous 2022
Guidance disclosed in the Registration Statement with respect to
the business combination (the “Business Combination”) with Apollo
Strategic Growth Capital (“APSG”), is driven primarily by an
increase in expectations for revenue recovery due to improved
transaction recovery, which reached 72% of 2019 pro forma levels2
in the last three weeks of April 20224.
The Company’s 2022 guidance and 2023 forecast were developed by
Amex GBT’s management and considered various material assumptions.
Because the revised guidance is forward-looking and reflects
numerous estimates and assumptions with respect to future industry
performance under various industry scenarios as well as assumptions
for competition, general business, economic, market and financial
conditions and matters specific to the business of Amex GBT, all of
which are difficult to predict and many of which are beyond the
control of Amex GBT, actual results may differ materially from the
guidance due to a number of factors, including the ultimate
inaccuracy of any of the assumptions described and above and those
discussed in the sections entitled “Risk Factors” and “Cautionary
Statement Regarding Forward-Looking Statements” in the Registration
Statement.
Business Combination Transaction with Apollo Strategic Growth
Capital
The Business Combination Agreement was signed with APSG on
December 2, 2021 and is expected to provide up to $817 million of
cash, subject to APSG share redemptions. The PIPE process was well
received, upsized and oversubscribed. An amount of $335 million in
PIPE subscriptions were allocated, versus an initial target for
$200 million, including sizable investments by strategic investors
Zoom and Sabre. The December 2021 new term loan facility provided
an incremental $400 million of financing, including undrawn delayed
draw term loan commitments of $200 million, which may be used to
backstop potential redemptions or for other general corporate
purposes. On May 19, 2022, the Company intends to borrow $100
million of the undrawn amount.
The Registration Statement was declared effective on May 4,
2022. APSG has set May 25, 2022 as the date for its extraordinary
general meeting to approve the Business Combination and related
proposals. The Business Combination is expected to close on or
about May 27, 2022. Upon closing, APSG will be renamed Global
Business Travel Group, Inc. and trade on the New York Stock
Exchange under the ticker symbol “GBTG” beginning on or about May
31, 2022.
Webcast Information
American Express Global Business Travel has posted a
pre-recorded first quarter 2022 investor conference call and
related presentation materials on the Amex GBT Investor Relations
website at investors.amexglobalbusinesstravel.com.
Glossary of Terms
See the "Glossary of Terms" for the definitions of certain terms
used within this press release.
Non-GAAP Financial Measures
The Company refers to certain financial measures that are not
recognized under U.S. generally accepted accounting principles
("GAAP") in this press release, including EBITDA, Adjusted EBITDA,
Adjusted EBITDA Margin, Adjusted Operating Expenses, Free Cash Flow
and Net Debt. See “Non-GAAP Financial Measures” below for an
explanation of these non-GAAP measures and “Tabular Reconciliations
for Non-GAAP Financial Measures” below for reconciliations of the
non-GAAP financial measures to the comparable GAAP measures.
About American Express Global Business Travel
American Express Global Business Travel is the world’s leading
B2B marketplace in travel, 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.
Visit amexglobalbusinesstravel.com for more information about
Amex GBT. Follow @amexgbt on Twitter, LinkedIn and Instagram.
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS
(in millions,
unaudited)
Three Months Ended March
31,
2022
2021
Revenue
$
350
$
126
Total operating expenses
(446)
(255)
Interest expense
(19)
(11)
Other income, net
—
5
Loss before income taxes and share of
losses from equity method investments
(115)
(135)
Benefit from income taxes
25
22
Share of losses from equity method
investments
(1)
(1)
Net loss
$
(91)
$
(114)
CONDENSED CONSOLIDATED BALANCE
SHEETS DATA
(in millions,
unaudited)
As of March 31,
As of December 31,
2022
2021
Cash and cash equivalents
$
329
$
516
Working capital, excluding current portion
of long-term debt
245
334
Total assets
3,736
3,771
Total debt, net of unamortized debt
discount and unamortized debt issuance costs
1,023
1,023
Total liabilities
2,337
2,277
Preferred shares
165
160
Total shareholders' equity
1,234
1,334
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS DATA
(in millions,
unaudited)
Three Months Ended March
31,
2022
2021
Net cash used in operating activities
$
(154)
$
(114)
Net cash used in investing activities
(21)
(62)
Net cash (used in) from financing
activities
(7)
89
Effect of exchange rates changes on cash,
cash equivalents and restricted cash
(3)
(3)
Net decrease in cash, cash equivalents and
restricted cash
(185)
(90)
Cash, cash equivalents and restricted
cash, beginning of period
525
593
Cash, cash equivalents and restricted
cash, end of period
$
340
$
503
Glossary of Terms
Business Combination refers to the proposed business
combination between Apollo Strategic Growth Capital and Amex
GBT.
“B2B” refers to business-to-business.
Customer Retention Rate is based on Total Transaction
Value (TTV) and includes Egencia.
“PIPE” refers to Private Investment in Public Equity.
Pro Forma New Wins Value refers to expected annual
average value over the contract term from new client wins based on
2019 spend and includes Egencia for the full year 2021.
Registration Statement refers to the Registration
Statement filed by Apollo Strategic Growth Capital (No.
333-261820), which was declared effective by the SEC on May 4,
2022.
SME refers to clients Amex GBT considers
small-to-medium-sized enterprises, which Amex GBT generally defines
as having an expected annual spend on air travel of less than $20
million. This criterion can vary by country and client needs.
Total Transaction Value (“TTV”) refers to the sum of the
total price paid by travelers for air, hotel, rail, car rental and
cruise bookings, including taxes and other charges applied by
suppliers at point of sale, less cancellations and refunds.
Transaction Growth (Decline) represents year-over-year
growth or decline as a percentage of the total number of
transactions, including air, hotel, car rental, rail or other
travel-related transactions, recorded at the time of booking and is
calculated on a gross basis to include cancellations, refunds and
exchanges. To calculate year-over-year growth or decline, Amex GBT
compares the total number of transactions in the comparative
previous period/year to the total number of transactions in the
current period/year in percentage terms.
Non-GAAP Financial Measures
We report our financial results in accordance with GAAP. Our
non-GAAP financial measures are provided in addition to, and should
not be considered as an alternative to, other performance or
liquidity measure derived in accordance with GAAP. Non-GAAP
financial measures have limitations as analytical tools, and you
should not consider them either in isolation or as a substitute for
analyzing our results as reported under GAAP. In addition, because
not all companies use identical calculations, the presentations of
our non-GAAP financial measures may not be comparable to other
similarly titled measures of other companies and can differ
significantly from company to company.
Management believes that these non-GAAP financial measures
provide users of our financial information with useful supplemental
information that enables a better comparison of our performance or
liquidity across periods. In addition, we use certain of these
non-GAAP financial measures as performance measures as they are
important metrics used by management to evaluate and understand the
underlying operations and business trends, forecast future results
and determine future capital investment locations. We also use
certain of our non-GAAP financial measures as indicators of our
ability to generate cash to meet our liquidity needs and to assist
our management in evaluating our financial flexibility, capital
structure and leverage. These non-GAAP financial measures
supplement comparable GAAP measures in the evaluation of the
effectiveness of our business strategies, to make budgeting
decisions, and/or to compare our performance and liquidity against
that of other peer companies using similar measures.
We define EBITDA as net (loss) income before interest income,
interest expense, benefit from (provision for) income taxes and
depreciation and amortization.
We define Adjusted EBITDA as net loss before interest income,
interest expense, benefit from (provision for) income taxes and
depreciation and amortization excluding costs that management
believes are non-core to the underlying business of the Company,
consisting of restructuring charges, integration costs, costs
related to mergers and acquisitions, non-cash equity-based
compensation, long-term incentive plan costs, certain corporate
costs, foreign currency gains (losses) and non-service components
of net periodic pension benefit (costs).
We define Adjusted EBITDA Margin as Adjusted EBITDA divided by
revenue.
We define Adjusted Operating Expenses as total operating
expenses excluding depreciation and amortization and costs that
management believes are non-core to the underlying business of the
Company, consisting of restructuring costs, integration costs,
costs related to mergers and acquisitions, separation costs,
non-cash equity-based compensation, long-term incentive plan costs
and certain corporate costs.
EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted
Operating Expenses are supplemental non-GAAP financial measures of
operating performance that do not represent and should not be
considered as alternatives to net (loss) income or total operating
expenses, as determined under GAAP. In addition, these measures may
not be comparable to similarly titled measures used by other
companies. These non-GAAP measures have limitations as analytical
tools, and these measures should not be considered in isolation or
as substitutes for analysis of the Company’s results or expenses as
reported under GAAP. Some of these limitations are that these
measures do not reflect:
- changes in, or cash requirements for, our working capital needs
or contractual commitments;
- our interest expense, or the cash requirements to service
interest or principal payments on our indebtedness;
- our tax expense, or the cash requirements to pay our
taxes;
- recurring, non-cash expenses of depreciation and amortization
of property and equipment and definite-lived intangible assets and,
although these are non-cash expenses, the assets being depreciated
and amortized may have to be replaced in the future;
- the non-cash expense of stock-based compensation, which has
been, and will continue to be for the foreseeable future, an
important part of how we attract and retain our employees and a
significant recurring expense in our business;
- restructuring, mergers and acquisition and integration costs,
all of which are intrinsic of our acquisitive business model;
and
- impact on earnings or changes resulting from matters that we
consider not to be indicative of our future operations.
EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted
Operating Expenses should not be considered as measures of
liquidity or measures determining discretionary cash available to
us to reinvest in the growth of our business or as measures of cash
that will be available to us to meet our obligations. We believe
that the adjustments applied in presenting EBITDA, Adjusted EBITDA,
Adjusted EBITDA Margin and Adjusted Operating Expenses are
appropriate to provide additional information to investors about
certain material non-cash and other items that management believes
are non-core to the underlying business of the Company.
We use these measures as performance measures as they are
important metrics used by management to evaluate and understand the
underlying operations and business trends, forecast future results
and determine future capital investment allocations. These non-GAAP
measures supplement comparable GAAP measures in the evaluation of
the effectiveness of our business strategies, to make budgeting
decisions, and to compare our performance against that of other
peer companies using similar measures. We also believe that EBITDA,
Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating
Expenses are helpful supplemental measures to assist potential
investors and analysts in evaluating our operating results across
reporting periods on a consistent basis.
We define Free Cash Flow as net cash (used in) from operating
activities, less cash used for additions to property and
equipment.
We believe Free Cash Flow is an important measure of our
liquidity. This measure is a useful indicator of our ability to
generate cash to meet our liquidity demands. We use this measure to
conduct and evaluate our operating liquidity. We believe it
typically presents an alternate measure of cash flows since
purchases of property and equipment are a necessary component of
our ongoing operations and it provides useful information regarding
how cash provided by operating activities compares to the property
and equipment investments required to maintain and grow our
platform. We believe Free Cash Flow provides investors with an
understanding of how assets are performing and measures
management’s effectiveness in managing cash.
Free Cash Flow is a non-GAAP measure and may not be comparable
to similarly named measures used by other companies. This measure
has limitations in that it does not represent the total increase or
decrease in the cash balance for the period, nor does it represent
cash flow for discretionary expenditures. This measure should not
be considered as a measure of liquidity or cash flows from
operations as determined under GAAP. This measure is not a
measurement of our financial performance under GAAP and should not
be considered in isolation or as alternative to net (loss) income
or any other performance measures derived in accordance with GAAP
or as an alternative to cash flows from operating activities as a
measure of liquidity.
We define Net Debt as total debt outstanding consisting of
current and non-current portion of long-term debt (defined as debt
(excluding lease liabilities) with original contractual maturity
dates of one year or greater), net of unamortized debt discount and
unamortized debt issuance costs, minus cash and cash
equivalents.
Net Debt is a non-GAAP measure and may not be comparable to
similarly named measures used by other companies. This measure is
not a measurement of our indebtedness as determined under GAAP and
should not be considered in isolation or as alternative to assess
our total debt or any other measures derived in accordance with
GAAP or as an alternative to total debt. Management uses Net Debt
to review our overall liquidity, financial flexibility, capital
structure and leverage. Further, we believe that certain debt
rating agencies, creditors and credit analysts monitor our Net Debt
as part of their assessment of our business.
Pro Forma Financial Information
This press release includes certain pro forma financial
information. The pro forma adjustments assume that the Company
acquired Egencia, Ovation and DER as of January 1, 2019 and include
a constant currency adjustment. The pro forma financial information
is unaudited and is presented for illustrative purposes only and is
not necessarily indicative of the operating results or financial
position that would have occurred if the relevant transactions had
been consummated on the date indicated, nor is it indicative of
future operating results.
Tabular Reconciliations for Non-GAAP Measures
Reconciliation of net loss to EBITDA and Adjusted EBITDA:
Three Months Ended March
31,
($ in millions)
2022
2021
Net loss
$
(91)
$
(114)
Interest expense
19
11
Benefit from income taxes
(25)
(22)
Depreciation and amortization
44
34
EBITDA
(53)
(91)
Restructuring charges(a)
2
—
Integration costs(b)
9
1
Mergers and acquisitions(c)
1
3
Equity-based compensation(d)
3
—
Other adjustments, net(e)
10
(3)
Adjusted EBITDA
$
(28)
$
(90)
Reconciliation of total operating expenses to Adjusted Operating
Expenses:
Three Months Ended March
31,
($ in millions)
2022
2021
Total operating expenses
$
446
$
255
Adjustments:
Depreciation and amortization
(44)
(34)
Restructuring charges(a)
(2)
—
Integration costs(b)
(9)
(1)
Mergers and acquisitions(c)
(1)
(3)
Equity-based compensation(d)
(3)
—
Other adjustments, net(e)
(10)
(2)
Adjusted Operating Expenses
$
377
$
215
(a)
Represents severance and related expenses
due to restructuring activities.
(b)
Represents expenses related to the
integration of businesses acquired.
(c)
Represents expenses related to business
acquisitions, including potential business acquisitions, and
includes pre-acquisition due diligence and related activities
costs.
(d)
Represents non-cash equity-based
compensation expense related to the management incentive plan.
(e)
Adjusted Operating Expenses excludes (i)
long-term incentive plan expense of $9 million and $1 million for
the three months ended March 31, 2022 and 2021, respectively and
(ii) litigation and professional services costs of $1 million for
each of the three months ended March 31, 2022 and 2021. Adjusted
EBITDA additionally excludes (i) unrealized foreign exchange
(losses) gains of $(2) million and $3 million for the three months
ended March 31, 2022 and 2021, respectively, and (ii) non-service
component of our net periodic pension benefit related to our
defined benefit pension plans of $2 million for each of the three
months ended March 31, 2022 and 2021.
Reconciliation of net cash used in operating activities to Free
Cash Flow:
Three Months Ended March
31,
($ in millions)
2022
2021
Net cash used in operating activities
$
(154)
$
(114)
Less: Purchase of property and
equipment
(21)
(9)
Free Cash Flow
$
(175)
$
(123)
Reconciliation of Net Debt:
As of
($ in millions)
March 31, 2022
December 31, 2021
Current portion of long-term debt
$
3
$
3
Non-current portion of long-term debt
1,020
1,020
Total debt
1,023
1,023
Less: Cash and cash equivalents
(329)
(516)
Net Debt
$
694
$
507
Reconciliation of Pro Forma Revenue Recovery vs. 2019:
($ in millions)
Three Months Ended March 31,
2019
Three Months Ended March 31,
2022
Revenue
$
519
$
350
Egencia, Ovation & DER revenue
176
—
Foreign exchange at constant currency
7
—
Pro Forma Revenue
$
702
$
350
Revenue Recovery vs. 2019
50%
Forward-Looking Statements
This communication contains certain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All
statements other than statements of historical fact contained in
this communication, including market size and growth opportunities,
are forward-looking statements. Some of these forward-looking
statements can be identified by the use of forward-looking words,
including “anticipate,” “expect,” “suggests,” “plan,” “believe,”
“intend,” “estimates,” “targets,” “predicts,” “projects,” “should,”
“could,” “would,” “may,” “will,” “continue,” “forecast” or other
similar expressions. All forward-looking statements are based upon
estimates and forecasts and reflect the views, assumptions,
expectations, and opinions of Amex GBT as of the date of this
communication, and may include, without limitation, changes in
general economic conditions as a result of COVID-19, all of which
are accordingly subject to change. Any such estimates, assumptions,
expectations, forecasts, views or opinions set forth in this
communication should be regarded as indicative, preliminary and for
illustrative purposes only and should not be relied upon as being
necessarily indicative of future results.
The forward-looking statements contained in this communication
are subject to a number of factors, risks and uncertainties, some
of which are not currently known to Amex GBT. You should carefully
consider the risks and uncertainties described in the “Risk
Factors” section of the Registration Statement. The Registration
Statement identifies and addresses other important risks and
uncertainties that could cause actual events and results to differ
materially from expected results contained in the forward-looking
statements. Most of these factors are outside Amex GBT’s control
and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the outcome of any
legal proceedings that may be instituted against APSG or Amex GBT
in connection with the Business Combination; (2) the inability to
complete the Business Combination, including due to the inability
to concurrently close the PIPE or due to failure to obtain approval
of the shareholders of APSG; (3) the risk that the Business
Combination disrupts Amex GBT’s current plans and operations; (4)
the inability to achieve the anticipated benefits of the Business
Combination, 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; (5) costs related to the
Business Combination; (6) changes in the applicable laws or
regulations; (7) the possibility that the combined company may be
adversely affected by other economic, business, and/or competitive
factors; (8) the impact of the global COVID-19 pandemic; and (9)
other risks and uncertainties described in the Registration
Statement. Amex GBT cautions that the foregoing list of factors is
not exclusive and not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Neither APSG nor Amex GBT undertakes or accepts any obligation to
release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change
in events, conditions or circumstances on which any such statement
is based, except as required by law.
No Offer or Solicitation
This communication is for informational purposes only and does
not constitute an offer to sell or purchase, or a solicitation of
an offer to sell, buy or subscribe for, any securities in any
jurisdiction, or a solicitation of any proxy, vote, consent or
approval relating to the Business Combination or otherwise in any
jurisdiction, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdictions.
Additional Information and Where to Find It
In connection with the proposed Business Combination, APSG has
filed with the SEC the Registration Statement, containing a
prospectus and a proxy statement. APSG has mailed the definitive
proxy statement/prospectus relating to the proposed Business
Combination to its shareholders. This communication does not
contain all the information that should be considered concerning
the proposed Business Combination and is not intended to form the
basis of any investment decision or any other decision in respect
of the Business Combination. APSG’s shareholders and other
interested persons are advised to read the Registration Statement,
including the definitive proxy statement/prospectus and other
documents filed in connection with the proposed Business
Combination, as these materials contain, or will contain, important
information about Amex GBT, APSG and the proposed Business
Combination. The definitive proxy statement/prospectus and
other relevant materials have been mailed to shareholders of APSG
as of a record date of March 1, 2022 for voting on the proposed
Business Combination. Such shareholders may obtain copies of the
definitive proxy statement/prospectus and other documents filed
with the SEC, without charge, at the SEC’s website at www.sec.gov,
or by directing a request to Apollo Strategic Growth Capital, 9
West 57th Street, 43rd Floor, New York, NY 10019, Attention: James
Crossen, (212) 515-3200.
Participants in the Solicitation
APSG, Amex GBT and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the shareholders of APSG with respect to the Business
Combination. Information regarding APSG’s and Amex GBT’s respective
directors and executive officers is contained in the Registration
Statement. Free copies of the Registration Statement may be
obtained as described in the preceding paragraph.
__________________________
1Adjusted EBITDA is a non-GAAP financial
measure. Please refer to the section below titled “Non-GAAP
Financial Measures” for more information.
2Pro forma assumes Egencia, Ovation and
DER acquisitions completed on January 1, 2019, presented with a
constant currency adjustment.
3Adjusted EBITDA fall-through refers to
incremental Adjusted EBITDA divided by incremental revenue.
4Average transaction recovery over the
last three weeks of April 2022 normalizes for Easter timing
impact.
5EBITDA is a non-GAAP financial measure.
Please refer to the section below titled “Non-GAAP Financial
Measures” for more information.
6Adjusted Operating Expenses is a non-GAAP
financial measure. Please refer to the section below titled
“Non-GAAP Financial Measures” for more information.
7Free Cash Flow is a non-GAAP financial
measure. Please refer to the section below titled “Non-GAAP
Financial Measures” for more information.
8Net Debt is a non-GAAP financial measure.
Please refer to the section below titled “Non-GAAP Financial
Measures” for more
information.
9Adjusted EBITDA Margin is a non-GAAP
financial measure. Please refer to the section below titled
“Non-GAAP Financial Measures” for more information.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220517005265/en/
Media: Martin Ferguson Vice President Global Communications and
Public Affairs, American Express Global Business Travel
martin.ferguson@amexgbt.com
Investors: Barry Sievert Vice President Investor Relations,
American Express Global Business Travel investor@amexgbt.com
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