Global Business Travel to acquire CWT for $570M

Global Business Travel announced it entered into a definitive agreement to acquire CWT, a global business travel and meetings solutions provider, in a transaction that values CWT at approximately $570M on a cash-free, debt-free basis, subject to certain assumptions and purchase price adjustments. The transaction will be funded by a combination of stock and cash and is expected to close in the second half of 2024, subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals. CWT serves 4,000 customers and is expected to generate approximately $850M of revenues and $70M-$80M of adjusted EBITDA in 2024. Based on CWT estimated 2024 adjusted EBITDA of $70M-$80M and $155M of identified synergies, Amex GBT acquiring CWT for pre-synergy multiple of 7.6x and post-synergy multiple of 2.5x adjusted EBITDA. Based on CWT estimated 2024 revenue of approximately $850M, Amex GBT is acquiring CWT for 0.7x revenue multiple. The transaction is expected to be break-even to earnings per share in the first year of transaction close and accretive thereafter. The transaction values CWT at approximately $570M on a cash-free and debt-free basis, subject to certain assumptions and purchase price adjustments. At the closing of the transaction Amex GBT expects to issue approximately 71.7M shares of its common stock at a fixed price of $6.00 per share and to use cash on hand to fund the retirement of CWT debt and the remaining transaction consideration. The CWT shareholders, which are primarily investment funds, are subject to a 90-day lockup for 50% of their shares and a 270-day lockup for the remainder of their shares. Both companies’ boards of directors have approved the transaction, which is expected to be completed in the second half of 2024, subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals. Amex GBT acquiring CWT for pre-synergy multiple of 7.6x and post-synergy multiple of 2.5x adjusted EBITDA, based on CWT estimated 2024 adjusted EBITDA of $70M-$80M and $155M identified synergies. Amex GBT acquiring CWT for 0.7x revenue multiple, based on CWT estimated 2024 revenue of approximately $850M.