Global Business Travel Group, Inc.
For the period ended Jul 24, 2026. Filed Jul 24, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Jul 24, 2026 · Filed Jul 24, 2026
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Contents
Selected Precedent Transactions Analysis
| Date Announced | Target | Acquiror | EV / LTM Adj. EBITDA |
|---|---|---|---|
| December 2024 | Despegar.com, Corp. | Prosus N.V. | 10.0x |
| March 2024 | CWT Holdings, LLC | Global Business Travel Group, Inc. | 7.6x |
| December 2021 | Helloworld Corporate (Helloworld Travel Limited) | Corporate Travel Management Limited | 8.0x |
| May 2021 | Egencia (Expedia Group, Inc.) | Global Business Travel Group, Inc | 18.8x |
| September 2020 | Travel & Transport, Inc. | Corporate Travel Management Limited | 6.9x |
| December 2018 | Travelport Worldwide Limited | Siris Capital Group, LLC / Evergreen Coast Capital Corp. | 7.5x |
| August 2018 | TravelClick | Amadeus IT Group, S.A. | 17.7x |
| February 2018 | Hogg Robinson Group plc | Global Business Travel Group, Inc. | 11.4x |
| August 2017 | JacTravel Group (Holdings) Ltd. | Webjet Limited | 10.5x |
| June 2017 | Etraveli Holding AB | CVC Capital Partners | 14.0x |
| April 2016 | Hotelbeds Group (TUI AG) | Cinven / Canada Pension Plan Investment Board | 9.6x |
| February 2015 | Orbitz Worldwide, Inc. | Expedia, Inc. | 10.6x |
Based on its professional judgment and experience, Rothschild & Co deemed these transactions relevant to consider in relation to the Company and the Merger. No company, business or transaction used in this analysis is identical or directly comparable to the Company or the Merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which the Company or the Merger was compared.
For purposes of this analysis, Rothschild & Co calculated the EV of each of the target companies in the selected precedent transactions based on the market and financial data of the target companies as well as the implied EV of the target company of the selected transaction as a multiple of (a) the LTM Adj. EBITDA of the target company that was publicly disclosed at the time each such selected transaction was announced; (b) where available, the LTM Adj. EBITDA of the target company during the 12-month period ending closest to the date of announcement of the Merger or acquisition for which such information was publicly available; or (c) for companies for which LTM financial information was not available, the annual Adj. EBITDA of the target company for the period closest to the date of announcement of the Merger or acquisition for which such information was publicly available, which multiples Rothschild & Co refers to as “EV / LTM Adj. EBITDA.”
Based on the EV / LTM Adj. EBITDA multiples calculated for the selected transactions and on Rothschild & Co’s professional judgment, Rothschild & Co applied an illustrative range of 10.0x to 12.0x to the LTM Adj. EBITDA (less CapSW) of the Company for the period ended March 31, 2026 of approximately $440 million (pro forma for the CWT acquisition and inclusive of 2026E CWT synergies), as provided by in the Forecasts prepared by the management of the Company and approved for Rothschild & Co’s use by the Special Committee, to reach a range of implied EVs for the Company. To calculate implied equity values, Rothschild & Co then subtracted from such implied EVs (a) the amount of the Company’s debtof approximately $1.534 billion, (b) the Company’s pension liabilitiesof approximately $122 million and (c) the Company’s minority interestof approximately $55 million, and added the Company’s (i) cash and cash equivalentsof approximately $442 million and (ii) equity method investments, each as provided and approved for Rothschild & Co’s use by the management of the Company, and of approximately $44 million, each as of March 31, 2026, and as provided and approved for Rothschild & Co’s use by the management of the Company. Rothschild & Co then divided such implied equity values by the number of fully diluted outstanding shares of Company Common Stock, as provided and approved for Rothschild & Co’s use by the management of the Company, to reach the following implied per share equity value reference range for the Company, rounded to the nearest $0.25, as compared to the Merger Consideration:
| Financial Metric | Selected Multiple Range | Implied Per Share Equity Value | Merger Consideration |
|---|---|---|---|
| LTM Adj. EBITDA (less CapSW) | 10.0x – 12.0x | $6.00 - $7.50 | $9.50 |
| 5. | The disclosure under the heading “The Merger – Opinion of Rothschild & Co US Inc.” is hereby amended by amending and replacing in its entirety the disclosure that begins with “Discounted Cash Flow Analysis” on page 60 and ends at “Other Factors” on page 60 of the Definitive Proxy Statement with the following: |
Discounted Cash Flow Analysis
Rothschild & Co performed a discounted cash flow (“DCF”) analysis for the Company in order to derive an implied per share equity value reference range for the Company if it were to remain an independent public company, and then compared this implied per share equity value reference range with the Merger Consideration provided for in the Merger Agreement. In this analysis, Rothschild & Co calculated a range of implied EVs for the Company by adding (a) the estimated unlevered, after-tax free cash flows that the Company was forecasted to generate for the last three quarters of fiscal year 2026 through the end of fiscal year 2030 based on the Forecasts provided by the management of the Company, discounted to present value, as of March 31, 2026, after the application of a range of illustrative discount rates, which were based on the estimated weighted average cost of capital for the Company; and (b) the present value, as of March 31, 2026, of the implied terminal value of the Company, after the application of a range of illustrative discount rates, which were based on the estimated weighted average cost of capital for the Company, and a range of perpetuity growth rates. Utilizing the perpetuity growth rate methodology, Rothschild & Co estimated the terminal value of the Company by applying an illustrative range of perpetuity growth rates of 1.0% to 3.0%, which Rothschild & Co selected using its professional judgment and experience, to the projected unlevered free cash flows included in the Forecasts for the terminal period. Rothschild & Co used the mid-year discounting convention and applied a range of illustrative discount rates of 11.0% to 13.0%, based on an estimated weighted average cost of capital of the Company.
To calculate implied equity values, Rothschild & Co then subtracted from such implied EVs (a) the amount of the Company’s debtof approximately $1.534 billion and (b) the Company’s minority interestof approximately $55 million, and added the Company’s (i) cash and cash equivalentsof approximately $442 million and (ii) equity method investments, each as provided and approved for Rothschild & Co’s use by the management of the Company, and of approximately $44 million, each as of March 31, 2026, and as provided and approved for Rothschild & Co’s use by the management of the Company. Rothschild & Co then divided such implied equity values by the number of fully diluted outstanding shares of Company Common Stock, as provided and approved for Rothschild & Co’s use by the management of the Company, to reach the following implied per share equity value reference range for the Company, rounded to the nearest $0.25, as compared to the Merger Consideration:
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