Filing Details

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

This statement on Schedule 13D (the “Schedule 13D”) relates to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Global Business Travel Group, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 666 3rd Avenue, 4th Floor, New York, NY 10172.

 

 

(a)–(c) This Schedule 13D is filed by Qatar Investment Authority (“QIA” or the “Reporting Person”), the sovereign wealth fund of the State of Qatar, with respect to shares of Class A Common Stock held of record by QH Travel LP (“QH Travel”), an exempted limited partnership formed under the laws of the Cayman Islands, acting by its general partner, QH Travel GP Co., Ltd., an exempted company with limited liability under the laws of the Cayman Islands, and a wholly-owned subsidiary of the Reporting Person.

 

The address of the principal business and principal office of the Reporting Person is Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), PO Box 23224 Doha, State of Qatar.

 

(d)-(e) During the last five years, the Reporting Person has not been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Qatar.

 

 

The responses to Items 2, 4, 5 and 6 of this Schedule 13D are incorporated into this Item 3 by reference.

 

QH Travel was a shareholder of Juweel Investors (SPC) Limited, an exempted segregated portfolio company with limited liability incorporated under the laws of the Cayman Islands (“Juweel”), which, in connection with the consummation of the transactions contemplated by the Business Combination Agreement dated as of December 2, 2021, by and between Apollo Strategic Growth Capital and GBT JerseyCo Limited (the “Business Combination Agreement”), received 162,388,084 shares of B Ordinary Shares (the “B Ordinary Shares”) and 5,801,810 shares of C Ordinary Shares (the “C Ordinary Shares”) of GBT JerseyCo Limited, a company limited by shares incorporated under the laws of Jersey (“GBT JerseyCo”), and 162,388,084 shares of Class B Common Stock of the Issuer (the “Class B Common Stock”, together with the B Ordinary Shares, the “B Shares”). The Issuer’s umbrella partnership-C corporation structure established by the Business Combination Agreement was eliminated through a series of transactions entered into on July 10, 2023 (the “Corporate Simplification”). As part of the Corporate Simplification, Juweel transferred all of the B Shares held by Juweel to the Issuer in exchange for the issuance by the Issuer to Juweel of an equal number of shares of Class A Common Stock.

 

On January 11, 2024, pursuant to a pro rata redemption and exchange transaction between Juweel, on the one hand, and its members, on the other hand, Juweel repurchased the common shares in the capital of Juweel held by QH Travel in exchange for the transfer by Juweel to QH Travel of 87,659,000 shares of Class A Common Stock and 3,131,886 C Ordinary Shares (together with all rights applicable to such transferred shares under the amended and restated registration rights agreement dated as of May 27, 2022 by and among the Issuer, Juweel and certain other stockholders (the “Registration Rights Agreement”)).

 

The responses to Items 2, 3, 5 and 6 of this Schedule 13D are incorporated into this Item 4 by reference.

 

The Reporting Person beneficially owns Class A Common Stock for investment purposes. Subject to the agreements described herein, the Reporting Person intends to review on a continuing basis its investment in the Issuer and may from time to time increase or decrease its investment in the Issuer depending upon the price and availability of the Issuer’s securities, subsequent developments affecting the Issuer, the Issuer’s business and prospects, other investment and business opportunities available to the Reporting Person, general stock market and economic conditions, tax considerations and other factors.

 

 

 

 

 

The responses to Items 2, 3, 4 and 5 of this Schedule 13D are incorporated into this Item 6 by reference.

 

The Issuer agreed with each of Amex, Expedia and QH Travel (on a several basis), to take all necessary action within its control to cause the board of the Issuer (the “Board”) to have 11 directors, consisting of the Chief Executive Officer of the Issuer, two Amex nominees, two QH Travel nominees, one Expedia nominee, one nominee of the APSG Sponsor, L.P. (the “Sponsor”), and, for so long as the director designated by the Sponsor is serving on the Board, four independent nominees, nominated by the Board’s nominating and governance committee, and, following the conclusion of the Sponsor designee’s service on the Board, five such independent nominees. If Amex or QH Travel ceases to own at least 15% of the Issuer’s issued shares, it will thereafter have the right (on a several basis) to nominate only one director, and if any of Amex, QH Travel or Expedia ceases to own at least 5% of the Issuer’s issued shares, it will thereafter have no right to nominate a director, except that Amex will continue to have the right (on a several basis) to nominate a director for so long as the Issuer is a “controlled entity” under the Bank Holding Company Act of 1956, as amended.

 

The A&R Shareholders Agreement also requires (subject to certain specified conditions and exceptions including those described below) the approval of each of Amex, Expedia and QH Travel for the Issuer (and GBT JerseyCo, with respect to clause (d) below), to take certain actions, including:

 

 

 

Other than the matters disclosed in this Schedule 13D, the Reporting Person is not party to any contracts, arrangements, understandings, or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

 

SIGNATURES

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.