UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 4, 2025 (February 4, 2025)
Global Business Travel Group, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-39576 | 98-0598290 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
666 3rd Avenue, 4th Floor
New York, New York 10017
(Address of principal executive offices) (Zip Code)
(646) 344-1290
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Class A common stock, par value of $0.0001 per share | GBTG | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment to Senior Secured Credit Agreement
On February 4, 2025 (the “Amendment Effective Date”), Global Business Travel Group, Inc. (the “Company”), GBT US III LLC (the “Initial Borrower”) and certain subsidiaries of the Company entered into an amendment (the “Amendment”) to that certain amended and restated credit agreement, dated as of July 26, 2024 (the “A&R Credit Agreement”), among the Company, the Initial Borrower, the lenders and letter of credit issuers from time to time party thereto and Morgan Stanley Senior Funding, Inc., as the administrative agent and as the collateral agent.
The primary purpose of the Amendment was to reprice the term loans outstanding under the A&R Credit Agreement.
After giving effect to the Amendment, the interest rate margin applicable to the replacement term loans (the “Refinancing Loans”) reduced by 0.50%. The Refinancing Loans will bear interest based on SOFR or, at the Initial Borrower’s option, at the Base Rate (as defined in the A&R Credit Agreement, as amended by the Amendment), plus, as applicable, a margin of 2.50% per annum for SOFR-based Refinancing Loans (or 1.50% per annum for Base Rate-based Refinancing Loans).
Otherwise, the Refinancing Loans will have substantially the same terms as the existing term loans under the A&R Credit Agreement. The Refinancing Loans mature, and all amounts outstanding thereunder will become due and payable in full, on July 26, 2031. Principal amounts outstanding are required to be repaid on a quarterly basis at an amortization rate of 1.00% per annum, with the balance due at maturity.
At the option of the Initial Borrower (upon prior written notice), the Refinancing Loans may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (x) a prepayment premium of 1% of the principal amount of the Refinancing Loans subject to certain repricing transactions occurring prior to August 4, 2025 and (y) customary breakage costs in connection with certain prepayments of loans).
The Initial Borrower is also obligated to pay customary fees in connection with the Amendment.
The foregoing description of the Amendment is a general description only, does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number | Description |
| 10.1 | Amendment No. 1, dated as of February 4, 2025, by and among Global Business Travel Group Inc., GBT US III LLC, the other loan parties party thereto, the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent.* |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* The exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5) and Item 601(b)(2). The Company agrees to furnish supplementally a copy of such exhibits and schedules, or any section thereof, to the SEC upon its request.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Global Business Travel Group, Inc. | |||
| By: | /s/ Eric J. Bock | ||
| Name: | Eric J. Bock | ||
| Title: | Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary | ||
Date: February 4, 2025
