United States securities and exchange commission logo
April 6, 2022
Sanjay Patel
Chief Executive Officer and Director
Apollo Strategic Growth Capital
9 West 57th Street 43rd Floor
New York, NY 10019
Re: Apollo Strategic
Growth Capital
Amendment No. 2 to
Registration Statement on Form S-4
Filed March 21,
2022
File No. 333-261820
Dear Mr. Patel:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 18, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-4
Risk Factors
The COVID-19 pandemic has had, and is expected to continue to have, an
adverse impact on our
business..., page 58
1. It is disclosed on page
F-34 that GBT s results of operations and cash flows for the year
ended December 31, 2021
continue to be adversely impacted by COVID-19 and that the
Company incurred a net
loss of $475 million during the year ended December 31, 2021.
Please revise this risk
factor to quantify your recent net losses so that investors may better
assess the risk factor.
Sanjay Patel
FirstName LastNameSanjay Patel
Apollo Strategic Growth Capital
Comapany
April NameApollo Strategic Growth Capital
6, 2022
April 26, 2022 Page 2
Page
FirstName LastName
Background to the Business Combination, page 162
2. We note your revised disclosure in response to prior comment 3 that
APSG, with the
assistance of its outside financial advisors, analyzed FY 2023E
Adjusted EBITDA
multiples of several key comparable publicly-traded travel companies,
and that based on
this analysis, APSG, in consultation with its outside financial
advisors, selected an
Adjusted EBITDA multiples range of 11.0x to 12.0x FY 2023E Adjusted
EBITDA. Please expand your disclosure to provide more details
regarding this analysis,
including the publicly-traded travel companies selected and the FY
2023E Adjusted
EBITDA multiples of these companies that were used in this analysis.
In addition,
disclose the criteria used to select these companies. Please consider
including this
information in a table or chart.
Please also revise your disclosure to further explain how the
"investor friendly" discount
of 15% applied to the valuation implied by this analysis was
determined and deemed to be
appropriate.
Opinion of the Financial Advisor to APSG
Selected Companies Analysis, page 193
3. We note your response to prior comment 9 that Houlihan Lokey selected
and applied the
same range of 9.0x to 11.0x to GBT s FY 2019 Adjusted EBITDA and FY
2023E
Adjusted EBITDA even though the selected companies analysis yielded a
2019 EV to
Adjusted EBITDA low/high range of 6.3x to 34.9x and a 2023 EV to
Adjusted EBITDA
low/high range of 5.1x to 13.6x due to (i) projected growth for GBT
for the period from
2020 through 2023 being slower relative to that of the selected
companies (which
supported a lower EV to FY 2019 Adjusted EBITDA multiple selection for
GBT) and
(ii) some outlying multiples on the high end of the range of observed
EV to 2019 Adjusted
EBITDA multiples. Please revise your disclosure accordingly.
Business of GBT
Recent Performance and COVID-19 Update, page 252
4. We note the disclosure quantifying new wins value in relation to 2019
pro forma TTV.
Please clarify what these measures represent and why they provide
useful information to
investors. In addition, tell us how you considered whether there are
estimates or
assumptions underlying these metrics that should be disclosed.
Sanjay Patel
Apollo Strategic Growth Capital
April 6, 2022
Page 3
You may contact Wei Lu, Staff Accountant, at 202-551-3725 or Ethan
Horowitz,
Accounting Branch Chief, at 202-551-3311 if you have questions regarding
comments on the
financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at
202-551-3642 with
any other questions.
Sincerely,
FirstName LastNameSanjay Patel
Division of Corporation
Finance
Comapany NameApollo Strategic Growth Capital
Office of Energy &
Transportation
April 6, 2022 Page 3
cc: Ross A. Fieldston, Esq.
FirstName LastName