Stockholders' Equity | (17) Stockholders’ Equity Subsequent to the reverse recapitalization as described in note 6, GBTG’s authorized capital stock consists of: (i) 3,000,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of which 56,945,033 shares are issued and outstanding as of September 30, 2022 (ii) 3,000,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of which 394,448,481 shares are issued and outstanding as of September 30, 2022 and (iii) 6,010,000,000 shares of preferred stock, par value of $0.00001 per share, none of which are issued and outstanding as of September 30, 2022. Further (a) 3,000,000,000 shares of Class A-1 preferred stock are designated as Class A-1 preferred stock, none of which are issued and outstanding as of September 30, 2022, (b) 3,000,000,000 shares of Class B-1 preferred stock are designated as Class B-1 preferred stock, none of which are issued and outstanding as of September 30, 2022 and (c) the remaining 10,000,000 shares of preferred stock are undesignated preferred stock, none of which are issued and outstanding as of September 30, 2022. Holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law. In order to preserve the Up-C structure, the Exchange Agreement (see note 6 – Reverse Recapitalization Warrants – Subsequent Events Class A Common Stock Voting: Dividend: Liquidation: Other rights: - Related Party Transactions - Reverse Recapitalization Class B Common Stock Voting: Dividend: Liquidation: Other rights: - Related Party Transactions - Reverse Recapitalization Exchange Agreement: Preferred Stock Voting: Generally, holders of Class A-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class A common stock and holders of Class B-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class B common stock. Further, Class A-1 preferred stock shall be identical in all respects to the Class A common stock and Class B-1 preferred stock shall be identical in all respects to the Class B common stock. Preferred Shares of GBT JerseyCo: Upon closing of the Business Combination on May 27, 2022, GBT JerseyCo redeemed, in full, the outstanding amount of its then issued and outstanding preferred shares, including dividends accrued thereon. Upon redemption, all of the preferred shares were cancelled. There was no issuance of preferred shares during the nine months ended September 30, 2022; however, GBT JerseyCo accrued a dividend of $8 million for the nine months ended September 30, 2022, on the outstanding balance of preferred shares. During the three and nine months ended September 30, 2021, the Company issued 500,000 and 1,500,000 preferred shares, respectively, in equal proportion to Amex Coop and Juweel for a total consideration of $50 million and $150 million, respectively. As the preferred shares of GBT JerseyCo were issued to the ordinary shareholders, although the preferred shares were redeemable at the option of GBT JerseyCo, these were classified as mezzanine equity. Distributions The Company paid cash of $1 million for the nine months ended September 30, 2021 in relation to accrued capital distribution to cover certain administrative costs of GBT JerseyCo’s then existing shareholders. There were no such distributions during the nine months ended September 30, 2022. See the discussion above for dividends on preferred shares accrued during the three and nine months ended September 30, 2022 and 2021. Registration Rights Agreement In May 2022, GBTG, APSG Sponsor, L.P., (the “Sponsor”), certain of APSG’s then existing board members (the “Insiders”) and the Continuing JerseyCo Owners entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, GBTG has registered for resale, pursuant to Rule 415 under the Securities Act, certain shares of Class A common stock and other equity securities of GBTG that are held by the holders party to the Registration Rights Agreement from time to time. Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, GBTG and GBT JerseyCo entered into a side letter (as amended on May 27, 2022, “Sponsor Side Letter”) which, among other things, contain certain restrictions on the transfer by the Sponsor and the Insiders with respect to the Class A common stock issued to each of them at the closing of the Business Combination (such shares issued to the Sponsor, the “Sponsor Shares”). The Sponsor and the Insiders are not permitted to transfer their Class A common stock, subject to certain permitted exceptions, until the earlier to occur of (a) one year following the closing date of the Business Combination and (b) the date which the VWAP of Class A common stock exceeds $12.00 per share for any 20 trading days within a period of 30 consecutive trading days. Further, approximately 8 million of the Sponsor Shares were deemed unvested and were subject to certain triggering events to occur within five years following the closing (the “Sponsor Side Letter Vesting Period”) for these shares to vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of 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, approximately 5 million of the unvested Sponsor Shares will vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of 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 approximately 3 million of the unvested Sponsor Shares will vest. To the extent that either of the aforementioned triggering events do not occur within the Sponsor Side Letter Vesting Period, such Sponsor Shares will be forfeited to and terminated by GBTG. The registered holder(s) of the unvested Sponsor Shares continue to be entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect thereof. The number of shares and the price targets listed above will be equitably adjusted for stock splits, reverse stock splits, dividends (cash or stock), reorganizations, recapitalizations, reclassifications, combinations or other like changes or transactions with respect to the Class A common stock. Any Class A common stock purchased by the Sponsor in connection with the PIPE investment will not be subject to the vesting or transfer restrictions described above. These shares are accounted for as part of Earnout Shares discussed in note 15 above. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss) but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity, net of tax. The changes in the accumulated other comprehensive loss, net of tax, were as follows: Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2021 $ (38) $ (128) $ 4 $ (162) Net changes prior to reverse recapitalization, net of tax benefit, $0 (59) — 12 (47) Allocated to non-controlling interest 85 112 (14) 183 Net changes post reverse recapitalization, net of tax benefit, $0 (11) — 2 (9) Balance as of September 30, 2022 $ (23) $ (16) $ 4 $ (35) Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2020 $ (23) $ (160) $ 4 $ (179) Net changes during the period, net of tax benefit, $0 (13) — — (13) Balance as of September 30, 2021 $ (36) $ (160) $ 4 $ (192) |