UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Global Business Travel Group, Inc.
(Name of Subject Company and Filing Person
(Issuer))
Warrants to Acquire Shares of Class A
Common Stock
(Title of Class of Securities)
37890B118
(CUSIP Number of Class of Securities)
Eric J. Bock, Esq.
Chief Legal Officer
Global Business Travel Group, Inc.
666 3rd Avenue, 4th Floor
New York, NY 10017
Telephone: (212) 679-1600
(Name,
address and telephone numbers, of person authorized to receive notices and
communications on behalf of filing persons)
Copies of communications
to:
Gregory A. Fernicola, Esq.
Peter D. Serating, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001-8602
Telephone: (212) 735-3000 |
¨ Check
the box if the filing relates solely to preliminary communications before the commencement of a tender offer.
Check the appropriate boxes below to designate
any transactions to which the statement relates:
¨ third-party
tender offer subject to Rule 14d-1.
x issuer
tender offer subject to Rule 13e-4.
¨ going-private
transaction subject to Rule 13e-3.
¨ amendment
to Schedule 13D under Rule 13d-2.
Check
the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es)
below to designate the appropriate rule provision(s) relied upon:
¨ Rule 13e-4(i) (Cross-Border
Issuer Tender Offer)
¨ Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer)
This Amendment No. 1 amends
and supplements the Tender Offer Statement on Schedule TO originally filed by Global Business Travel Group, Inc., a Delaware corporation
(the “Company”), with the Securities and Exchange Commission (the “SEC”) on September 9, 2022 (as amended, the
“Schedule TO”). The Schedule TO was filed pursuant to Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), in connection with the Company’s offer to each holder of the Company’s Warrants (each, a “Warrant”)
to receive 0.275 shares of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”)
in exchange for each outstanding Warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Offer
is made upon and subject to the terms and conditions set forth in the Prospectus/Offer to Exchange, dated October 3, 2022 (the “Prospectus/Offer
to Exchange”), a copy of which is filed hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal and Consent,
a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.
Concurrently with the Offer,
the Company is also soliciting consents (the “Consent Solicitation”) from holders of the Warrants to amend the warrant agreement,
dated as of October 1, 2020 (the “Warrant Agreement”), by and between the Company (formerly named Apollo Strategic Growth
Capital (“APSG”)) and Continental Stock Transfer & Trust Company, as warrant agent, 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 (the “Warrant Amendment”). Pursuant to the terms of the
Warrant Agreement, the vote or written consent of holders of at least 50% of the outstanding Public Warrants (as defined in the Schedule
TO) and 50% of the outstanding Private Placement Warrants (as defined in the Schedule TO) are required to approve the Warrant Amendment.
This Amendment No.
1 is being filed to update Item 12 of the Schedule TO to include the final Prospectus/Offer to Exchange which relates to the Form S-4
registration statement declared effective by the SEC on October 3, 2022 and the related press release issued by the Company on October
3, 2022.
Only those items amended
are reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO, the Prospectus/Offer
to Exchange and the Letter of Transmittal and Consent remains unchanged, and this Amendment No. 1 does not modify any of the other information
previously reported on the Schedule TO or in the Prospectus/Offer to Exchange or the Letter of Transmittal and Consent. You should read
this Amendment No. 1 together with the Schedule TO, the Prospectus/Offer to Exchange and the Letter of Transmittal and Consent.
Item 12. Exhibits.
Exhibit No. |
|
Description |
(a)(l)(A) |
|
Prospectus/Offer
to Exchange (incorporated by reference to the Prospectus/Offer to Exchange filed pursuant to Rule 424(b)(3) by the Company with the
SEC on October 3, 2022). |
(a)(1)(B) |
|
Form of
Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-4 filed by the
Company with the SEC on September 9, 2022). |
(a)(1)(C) |
|
Form of
Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-4 filed
by the Company with the SEC on September 9, 2022). |
(a)(1)(D) |
|
Form of
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3
to the Registration Statement on Form S-4 filed by the Company with the SEC on September 9, 2022). |
(a)(1)(E) |
|
Form of
Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4
to the Registration Statement on Form S-4 filed by the Company with the SEC on September 9, 2022). |
(a)(2) |
|
Not
applicable. |
(a)(3) |
|
Not
applicable. |
(a)(4) |
|
Prospectus/Offer
to Exchange (incorporated by reference to Exhibit (a)(1)(A)). |
(a)(5)(A) |
|
Press
Release, dated September 9, 2022 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed
by the Company on September 9, 2022). |
(a)(5)(B) |
|
Press Release, dated October 3, 2022 (incorporated
by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on October 3, 2022). |
(b) |
|
Not
applicable. |
(d)(i) |
|
Form of
PubCo Subscribed Ordinary Shares Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Registration
Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). |
(d)(ii) |
|
Form of
PubCo Class B Common Stock Subscription Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Registration
Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). |
(d)(iii) |
|
Form of
PubCo Class B Common Stock Distribution Agreement, by and among GBT JerseyCo Limited, American Express Travel Holdings Netherlands
Coöperatief U.A., Juweel Investors (SPC) Limited and EG Corporate Travel Holdings LLC (incorporated by reference to Exhibit 10.11
of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21,
2021). |
(d)(iv) |
|
Form of
Amended & Restated Registration Rights Agreement entered into by and among Global Business Travel Group, Inc., APSG
Sponsor, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.10 of the Company’s Registration
Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). |
(d)(v) |
|
Form of
Exchange Agreement, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited and equityholders of GBT JerseyCo
Limited (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820),
filed with the SEC on December 21, 2021). |
(d)(vi) |
|
Form of
Shareholders Agreement by and among by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express
Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and EG Corporate Travel Holdings LLC (incorporated
by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed
with the SEC on December 21, 2021). |
(d)(vii) |
|
Credit
Agreement, dated as of August 13, 2018, by and among GBT Group Services B.V., as borrower, GBT III B.V., as a loan party, Morgan
Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders and L/C issuers from time to
time party thereto (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-4
(Reg. No. 333-261820), filed with the SEC on December 21, 2021). |
(d)(viii) |
|
Amendment,
Consent and Waiver Agreement, dated as of December 5, 2019, among GBT Group Services B.V., as borrower, its affiliates party
thereto as guarantors, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders
party thereto (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-4 (Reg.
No. 333-261820), filed with the SEC on December 21, 2021). |
(d)(ix) |
|
Joinder
Agreement, dated as of December 9, 2019, among GBT Group Services B.V., as borrower, GBT III B.V., as a loan party, GBT UK TopCo
Limited, as the joining loan party, and Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent
(incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820),
filed with the SEC on December 21, 2021). |
(d)(x) |
|
Incremental
Agreement and Reaffirmation, dated as of September 4, 2020, among GBT Group Services B.V., as borrower, its affiliates party
thereto as guarantors, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders
party thereto (incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-4 (Reg.
No. 333-261820), filed with the SEC on December 21, 2021). |
(d)(xi) |
|
Amendment
Agreement, dated as of September 4, 2020, among GBT Group Services B.V., as borrower, its affiliates party thereto as guarantors,
Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders party thereto (incorporated
by reference to Exhibit 10.16 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed
with the SEC on December 21, 2021). |
(d)(xii) |
|
Amendment, Incremental
Agreement and Reaffirmation, dated as of January 20, 2021, among GBT Group Services B.V., as borrower, its affiliates party
thereto as guarantors, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders
party thereto (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement on Form S-4 (Reg.
No. 333-261820), filed with the SEC on December 21, 2021). |
(d)(xiii) |
|
Refinancing
Amendment No. 1, dated as of December 2, 2021, among GBT Group Services B.V., as borrower, its affiliates party thereto
as guarantors, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders party thereto
(incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820),
filed with the SEC on December 21, 2021). |
(d)(xiv) |
|
Amendment, Incremental
Agreement and Reaffirmation, dated as of December 2, 2021, among GBT Group Services B.V., as borrower, its affiliates party
thereto as guarantors, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders
party thereto (incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-4 (Reg.
No. 333-261820), filed with the SEC on December 21, 2021). |
(d)(xv) |
|
Sponsor
Side Letter Amendment, dated May 27, 2022, by and among the Sponsor, the Insiders, APSG and Legacy GBT (incorporated by reference
to Exhibit 10.7 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022). |
(d)(xvi) |
|
Global
Business Travel Group, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 of the Company’s
Current Report on Form 8-K, filed with the SEC on June 3, 2022). |
(d)(xvii) |
|
Global
Business Travel Group, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 of the Company’s
Current Report on Form 8-K, filed with the SEC on June 3, 2022). |
(d)(xviii) |
|
Global
Business Travel Group, Inc. Management Incentive Plan, amended and restated as of May 27, 2022 (incorporated by reference
to Exhibit 10.16 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022). |
(d)(xiv) |
|
Global
Business Travel Group, Inc. Annual Incentive Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s
Current Report on Form 8-K, filed with the SEC on June 21, 2022). |
(d)(xv) |
|
Form of
Amended and Restated Trademark License Agreement, dated May 27, 2022, by and between American Express Travel Related Services
Company, Inc. and GBT Travel Services UK Limited and, solely for the purposes of specified sections therein, GBT JerseyCo Limited,
GBT US LLC, GBT III B.V. and Global Business Travel Group, Inc. (incorporated by reference to Exhibit 10.26 of the Company’s
Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). |
(d)(xvi) |
|
Form of
Consumer Services Operating Agreement, dated as of June 30, 2014, by and between American Express Travel Related Services Company, Inc.
and GBT Travel Services UK Limited (as assignee of GBT III B.V.), as amended (incorporated by reference to Exhibit 10.27 of
the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). |
(d)(xvii) |
|
Form of
First Amendment to Consumer Services Operating Agreement, dated as of December 31, 2015, by and between American Express Travel
Related Services Company, Inc. and GBT III B.V. (incorporated by reference to Exhibit 10.27.1 of the Company’s Registration
Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). |
(d)(xviii) |
|
Form of
Second Amendment to Consumer Services Operating Agreement, dated as of July 24, 2017, by and between American Express Travel
Related Services Company, Inc. and GBT III B.V. (incorporated by reference to Exhibit 10.27.2 of the Company’s Registration
Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). |
(d)(xix) |
|
Form of
Third Amendment to Consumer Services Operating Agreement, dated as of November 19, 2019, by and between American Express Travel
Related Services Company, Inc. and GBT III B.V. (incorporated by reference to Exhibit 10.27.3 of the Company’s Registration
Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). |
(d)(xx) |
|
Form of
Fourth Amendment to Consumer Services Operating Agreement, by and between American Express Travel Related Services Company, BT Inc.
and G Travel Services UK Limited (as assignee of GBT III B.V.) (incorporated by reference to Exhibit 10.27.4 of the Company’s
Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). |
(d)(xxi) |
|
Form of
Global Corporate Payments Operating Agreement, dated as of June 30, 2014, by and between American Express Travel Related Services
Company, Inc., and GBT III B.V. (incorporated by reference to Exhibit 10.28 of the Company’s Registration Statement
on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). |
(d)(xxii) |
|
Form of
First Amendment to Global Commercial Services Operating Agreement, by and between American Express Travel Related Services Company, Inc.,
GBT III B.V. and GBT Travel Services UK Limited (incorporated by reference to Exhibit 10.28.1 of the Company’s Registration
Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). |
(d)(xxiii) |
|
Form of
Travel & Lifestyle Services Operating Agreement, dated as of June 30, 2014, by and between American Express Travel
Related Services Company, Inc. and GBT Travel Services UK Limited (as assignee of GBT III B.V.), as amended (incorporated by
reference to Exhibit 10.29 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed
with the SEC on December 21, 2021). |
(d)(xxiv) |
|
Form of
First Amendment to the Travel & Lifestyle Services Operating Agreement, dated as of January 1, 2015, by and between
American Express Travel Related Services Company, Inc. and GBT III B.V. (incorporated by reference to Exhibit 10.29.1 of
the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). |
(d)(xxv) |
|
Form of
Second Amendment to the Travel & Lifestyle Services Operating Agreement, dated as of December 31, 2018, by and between
American Express Travel Related Services Company, Inc. and GBT III B.V. (incorporated by reference to Exhibit 10.29.2 of
the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). |
(d)(xxvi) |
|
Form of
Third Amendment to the Travel & Lifestyle Services Operating Agreement, dated as of March 29, 2019, by and between
American Express Travel Related Services Company, Inc. and GBT III B.V. (incorporated by reference to Exhibit 10.29.3 of
the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). |
(d)(xxvii) |
|
Form of
Fourth Amendment to the Travel & Lifestyle Services Operating Agreement, dated as of April 29, 2019, by and between
American Express Travel Related Services Company, Inc. and GBT III B.V. (incorporated by reference to Exhibit 10.29.4 of
the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). |
(d)(xxviii) |
|
Form of
Fifth Amendment to the Travel & Lifestyle Services Operating Agreement, dated as of January 1, 2020, by and between
American Express Travel Related Services Company, Inc. and GBT III B.V. (incorporated by reference to Exhibit 10.29.5 of
the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). |
(d)(xxix) |
|
Form of
Sixth Amendment to the Travel & Lifestyle Services Operating Agreement, dated as of March 21, 2020, by and between
American Express Travel Related Services Company, Inc. and GBT III B.V. (incorporated by reference to Exhibit 10.29.6 of
the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). |
(d)(xxx) |
|
Form of
Seventh Amendment to Travel & Lifestyle Services Operating Agreement, dated as of May 27, 2022, by and between American
Express Travel Related Services Company, Inc. and GBT Travel Services UK Limited (as assignee of GBT III B.V.) (incorporated
by reference to Exhibit 10.29.7 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed
with the SEC on December 21, 2021). |
(d)(xxxi) |
|
Employment
Agreement, dated April 1, 2019, by and between GBT US LLC and Michael Qualantone (incorporated by reference to Exhibit 10.20
of APSG’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on March 22, 2022). |
(d)(xxxii) |
|
Employment
Contract, dated November 26, 2019, by and between GBT Travel Services UK Limited and Andrew Crawley (incorporated by reference
to Exhibit 10.21 of APSG’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21,
2021). |
(d)(xxxiii) |
|
Service
Agreement, dated June 5, 2020, by and between GBT Travel Services UK Limited and Paul Abbott (incorporated by reference to Exhibit 10.22
of APSG’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). |
(d)(xxxiv) |
|
Supplemental
Severance Agreement, dated November 2, 2021, by and between GBT US LLC and Michael Qualantone (incorporated by reference to
Exhibit 10.23 of APSG’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on March 22,
2022) |
(d)(xxxv) |
|
Supplemental
Severance Agreement, dated December 2, 2021, by and between GBT Travel Services UK Limited and Andrew Crawley (incorporated
by reference to Exhibit 10.24 of APSG’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with
the SEC on December 21, 2021). |
(d)(xxxvi) |
|
Supplemental
Severance Agreement, dated December 7, 2021, by and between GBT Travel Services UK Limited and Paul Abbott (incorporated by
reference to Exhibit 10.25 of APSG’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the
SEC on December 21, 2021). |
(d)(xxxvii) |
|
Form of
Time Based Option Award Agreement under the Global Business Travel Group, Inc., Management Incentive Plan (incorporated by reference
to Exhibit 10.17 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022). |
(d)(xxxviii) |
|
Form of
Time-Based Option Grant Agreement (United Kingdom) under the GBT JerseyCo Limited Amended and Restated Management Incentive Plan
(incorporated by reference to Exhibit 10.34 of APSG’s Registration Statement on Form S-4/A (Reg. No. 333-261820)
filed with the SEC on March 22, 2022). |
(d)(xxxix) |
|
Form of
Time-Based Option Grant Agreement (United States) under the GBT JerseyCo Limited Amended and Restated Management Incentive Plan (incorporated
by reference to Exhibit 10.35 of APSG’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with
the SEC on March 22, 2022). |
(d)(xl) |
|
Form of
Time-Based Option Grant Agreement under the GBT JerseyCo Limited Management Incentive Plan (incorporated by reference to Exhibit 10.36
of APSG’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). |
(d)(xli) |
|
Form of
Time-Based Restricted Stock Unit Award Agreement (Executive Leadership Team) under the Global Business Travel Group, Inc. 2022
Equity Incentive Plan (incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q,
filed with the SEC on August 11, 2022). |
(d)(xlii) |
|
GBT
JerseyCo Limited 2021 Executive Long-Term Cash Incentive Award Plan, effective as of November 5, 2021 (incorporated by reference
to Exhibit 10.37 of APSG’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on
March 22, 2022). |
(d)(xliii) |
|
Form of
Award Agreement (United Kingdom) under the GBT JerseyCo Limited 2021 Executive Long-Term Cash Incentive Award Plan (incorporated
by reference to Exhibit 10.38 of APSG’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with
the SEC on March 22, 2022). |
(d)(xliv) |
|
Form of
Award Agreement (United States) under the GBT JerseyCo Limited 2021 Executive Long-Term Cash Incentive Award Plan (incorporated by
reference to Exhibit 10.39 of APSG’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the
SEC on March 22, 2022). |
(d)(xlv) |
|
GBT
JerseyCo Limited 2020 Executive Long-Term Cash Incentive Award Plan, effective as of November 5, 2020 (incorporated by reference
to Exhibit 10.40 of APSG’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on
March 22, 2022). |
(d)(xlvi) |
|
Form of
Award Agreement (United Kingdom) under the GBT JerseyCo Limited 2020 Executive Long-Term Cash Incentive Award Plan (incorporated
by reference to Exhibit 10.41 of APSG’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with
the SEC on March 22, 2022). |
(d)(xlvii) |
|
Form of
Award Agreement (United States) under the GBT JerseyCo Limited 2020 Executive Long-Term Cash Incentive Award Plan (incorporated by
reference to Exhibit 10.42 of APSG’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the
SEC on March 22, 2022). |
(d)(xlviii) |
|
Form of
Dealer Manager Agreement (incorporated by reference to exhibit 10.32 to the Registration Statement on Form S-4 filed by the
Company with the SEC on September 9, 2022). |
(d)(xlix) |
|
Tender
and Support Agreement, dated as of September 8, 2022, by and between the Company and Supporting Stockholders (incorporated by
reference to exhibit 10.33 to the Registration Statement on Form S-4 filed by the Company with the SEC on September 9,
2022). |
(g) |
|
Not applicable. |
(h) |
|
Tax
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP (incorporated by reference to Exhibit 8.1 to the Registration Statement
on Form S-4 filed by the Company with the SEC on September 9, 2022). |
Filing Fee Table.*
*Previously filed.
SIGNATURES
After due inquiry and to
the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
GLOBAL BUSINESS
TRAVEL GROUP, INC. |
|
|
|
By: |
/s/
Eric J. Bock |
|
|
Eric J. Bock
Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary |
Dated: October 3, 2022