GBT JerseyCo Limited entered into the Letter of Intent to acquire Apollo Strategic Growth Capital (NYSE : APSG) from APSG Sponsor, L.P. and others in a reverse merger transaction on July 30, 2021. GBT JerseyCo Limited entered into definitive business combination agreement to acquire Apollo Strategic Growth Capital from APSG Sponsor, L.P. and others for $4 billion in a reverse merger transaction on December 2, 2021. Current GBT common equity holders are expected to roll their existing equity holdings into the combined company. Pro forma for the transaction, existing shareholders will own approximately 76% of the Company. Public SPAC investors will own approximately 15%. PIPE investors will own approximately 6%, and a sponsor will own 2.6%. The combination is expected to create the world's largest publicly traded B2B travel platform, which plans to list on the New York Stock Exchange (“NYSE”) under the new ticker symbol “GBTG”. On December 2, 2021, concurrently with the execution of the Business Combination Agreement, the Company entered into subscription agreements (the “ PIPE Subscription Agreements ”) with certain strategic and institutional investors, including the Sponsor (as defined below) (collectively, the “ PIPE Investors ”), pursuant to which, among other things, and on the terms and subject to the conditions set forth therein, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to such PIPE Investors, immediately prior to the Closing, an aggregate of 33,500,000 shares of Domesticated Acquiror Class A Common Stock at a cash purchase price of $10.00 per share for an aggregate purchase price equal to $335 million (the “ PIPE Investment ”). Of the 33,500,000 shares of Domesticated Acquiror Class A Common Stock to be issued pursuant to the PIPE Subscription Agreements, the Sponsor has agreed to purchase 2,000,000 shares of Domesticated Acquiror Class A Common Stock on the same terms and conditions as the other PIPE Investors at a price of $10.00 per share. The PIPE Subscription Agreements contain customary representations, warranties, covenants and agreements of the Company and the PIPE Investors and are subject to customary closing conditions, including the substantially concurrent consummation of the Business Combination. Upon the closing of the transaction, the combined company will be renamed Global Business Travel Group, Inc. and will continue to conduct its day-to-day business under its existing name and brand American Express Global Business Travel. The closing of the Business Combination is subject to the satisfaction of customary closing conditions, including approval by APSG's shareholders and certain regulatory approvals. Both GBT and APSG boards of directors have approved the proposed transaction. APSG shareholders meeting will be held on May 25, 2022. On May 25, 2022, Apollo Strategic Growth approved the merger in the extraordinary general meeting of shareholders. The transaction is expected to be completed in the first half of 2022. As of May 25, 2022, the closing is expected to occur on May 27, 2022.

Credit Suisse, Goldman Sachs and Morgan Stanley & Co. LLC are acting as financial advisors to GBT. Peter D. Serating and Thaddeus P. Hartmann of Skadden, Arps, Slate, Meagher & Flom LLP and Steptoe & Johnson LLP are acting as legal advisors to GBT. The Steptoe team advising GBT includes Michael Weiner. Evercore is acting as financial and capital markets advisor to APSG. Houlihan Lokey also served as a financial advisor to APSG. Gregory A. Ezring, Ross A. Fieldston and Brian M. Janson of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to APSG. Morgan Stanley & Co. LLC, Apollo Global Securities, Credit Suisse and Evercore acted as placement agents to APSG for the PIPE Investment. Kirkland & Ellis LLP acted as legal counsel to the placement agents. Houlihan Lokey rendered a fairness opinion to Apollo Strategic Growth Capital. Aaron Dixon of Alston & Bird LLP acted as Counsel to financial advisor Houlihan Lokey, Inc. Michael T. Escue and Stephen M. Salley of Sullivan & Cromwell LLP acted as legal advisor to American Express. Morrow & Co., LLC acted as proxy solicitor to APSG for a fee of of up to $35,000 plus disbursements. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to APSG.

GBT JerseyCo Limited completed the acquisition of Apollo Strategic Growth Capital (NYSE:APSG) from APSG Sponsor, L.P. and others in a reverse merger transaction on May 27, 2022.