Global Business Travel Group, Inc. · NYSE:GBTG
Global Business Travel — Merger or Acquisition (March 2024)
18 slides from Global Business Travel's merger presentation, Mar 25, 2024
Slide 1: Amex GBT to Acquire CWT
Amex GBT to Acquire CWT March 25, 2024 GBT Travel Services UK Limited (GBT UK) and its authorized sublicensees (including Ovation Travel Group and Egencia) use certain trademarks and service marks of American Express Company or its subsidiaries (American Express) in the “American Express Global Busi
Slide 2: Legal Disclaimer
Legal Disclaimer Forward-Looking Statements This communication contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding our financial position, business strategy, and the plans and objectives of management for future o
Slide 3: Legal Disclaimer
Legal Disclaimer Use of Projections This presentation contains projected financial information and forecasts (including guidance and outlook) with respect to Amex GBT. Such projected financial information and forecasts (including guidance and outlook) constitutes forward-looking information and is p
Slide 4: Today's Agenda
Today’s Agenda 1 Amex GBT to Acquire CWT: Transaction Summary 2 CWT At-a-Glance 3 Benefits of the Transaction 4 Significant Runway for Growth 5 Clear Plan to Deliver Synergies 6 Proven Track Record of Delivering M&A Synergies 7 Balance Sheet and Leverage Profile Remain Strong 8 Consistent with Our F
Slide 5: Today's Presenters
Today’s Presenters PAUL ABBOTT KAREN WILLIAMS Chief Executive Officer, Chief Financial Officer, American Express Global American Express Global Business Travel Business Travel This document contains unpublished, confidential, and proprietary information of American Express Global Business Travel (Am
Slide 6: Amex GBT to Acquire CWT: Transaction Summary
1 Amex GBT to Acquire CWT: Transaction Summary Global business travel and meetings solutions provider with projected revenue of ~$850M and Adj. CWT EBITDA of $70M–$80M in 2024 Transaction Value ~$570M on a cash-free, debt-free basis1; resulting in equity value of ~$500M Synergies Identified ~$155M a
Slide 7: CWT At-a-Glance
2 CWT At-a-Glance Key Figures (2024E) Highlights Global business travel and meetings solutions provider, HQ in Minneapolis TTV Long history in travel –formed in 1994 from the combination of Carlson ~$14B Travel Network (US) and Wagonlit Travel (EU) Revenue Dedicated verticals with a strong presence
Slide 8: Benefits of the Transaction
3 Benefits of the Transaction More Choice and Executing Significant More Value for Diversifies Value for Customers Synergy Opportunity Shareholders Shareholder Base • Access Amex GBT’s • Identified ~$155M annual • Grows Total Transaction • New equity issuance drives proven software and run-rate syne
Slide 9: Significant Runway for Growth
4 Significant Runway for Growth Combined Company Profile With Continued Runway for Growth Large and Underpenetrated Addressable Opportunity of $1.4T Total Global Business Travel Spend + In-Destination GMN ~$430B ~$60B TTV ~$14B $30B–$31B ~$45B (2024E) (2024E) (pro forma) Managed ~$850M $2.43B–$2.50B
Slide 10: Clear Plan to Deliver Synergies
5 Clear Plan to Deliver Synergies ~$155M Synergy Target Realized within 3 Years Adj. EBITDA Multiple (2024E) 100% 7.6x ~$155M Opportunity synergies Improved to optimize identified ~80% Efficiency the combined cost base 2.5x Harmonize ~35% Vendor contract ~20% Optimization terms with vendors 2025 202
Slide 11: Proven Track Record of Delivering M&A Synergies
6 Proven Track Record of Delivering M&A Synergies Large TMC Case Study Digital Software Platform Case Study • Acquired HRG, the fourth largest TMC globally, • Acquired Egencia, the leading global digital B2B travel in July 2018 software platform, in November 2021 • Added ~25% and ~24% incremental TT
Slide 12: Balance Sheet and Leverage Profile Remain Strong
7 Balance Sheet and Leverage Profile Remain Strong $570M Transaction1 Consideration1 • Cash-Free, debt-free; resulting in equity value of New Shares Issued ~72M ~$500M • Consideration: ~$430M stock (at fixed $6.00/share) + Issue Price $6.00 ~$70M cash on hand • Diversifying shareholder base – CWT sh
Slide 13: Consistent with Our Financial Priorities
8 Consistent with Our Financial Priorities Priorities Proof Points Focus on accelerating cash flow ✓ Accretive to FCF 1 generation ✓ Pro forma leverage within 1.5x–2.5x target Drive operating leverage and ✓ Large synergy opportunity of $155M within 3 years 2 continued margin expansion ✓ Committed to
Slide 14: Delivers on our M&A Priorities
9 Delivers on our M&A Priorities M&A Priorities Proof Points ✓ TTV of ~$14B and revenue of ~$850M expected in 2024 Growth ✓ Increases TTV by ~45% and revenue by ~34% ✓ Diverse set of customers by industry, geography and size ✓ Identified ~$155M total synergies within 3 years Cost Synergy & Productiv
Slide 15: Positioned for Industry-Leading Returns in a Stable Growth Environment in 2024
10 Positioned for Industry-Leading Returns in a Stable Growth Environment in 2024 18% - 32% Adj. EBITDA Growth + Deployment of Accelerating Free Cash Flow Capital Deployment 2pts TSR from Accelerating capital Free Margin Expansion Cash Flow enables deployment organic and inorganic Strong operating m
Slide 16: Q&A
Q&A PAUL ABBOTT KAREN WILLIAMS Eric Bock Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, American Express American Express Corporate Secretary & Global Business Travel Global Business Travel Global Head of M&A, American Express Global Business Travel This document contains unp
Slide 17: Supplemental Materials
Supplemental Materials This document contains unpublished, confidential, and proprietary information of American Express Global Business Travel (Amex GBT). No disclosure or use of any portion of these materials may be made without the express written consent of Amex GBT. © 2024 GBT Travel Services U
Slide 18: Non-GAAP Financial Measures
Non-GAAP Financial Measures Adjusted EBITDA is defined as net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes and depreciation and amortization and as further adjusted to exclude costs that management beli
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