Amendment No. 1 to Agreement and Plan of Merger, dated as of January 17, 2025, by and among Global Business Travel Group Inc., Cape Merger Sub I LLC, Cape Merger Sub II LLC, CWT Holdings, LLC and Redwood Drawdown Partners III, LLC, as Member Representative
Exhibit 2.1
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of January 17, 2025, is made by and among Global Business Travel Group, Inc. (“Parent”), Cape Merger Sub I LLC (“Merger Sub I”), Cape Merger Sub II LLC (“Merger Sub II”), CWT Travel Holdings, LLC (the “Company”), and Redwood Drawdown Partners III, LLC, solely in its capacity as the representative of the equityholders of the Company (the “Member Representative”). Each of the parties to this Amendment is individually referred to herein as a “Party” and collectively as the “Parties.”
WHEREAS, the Parties have entered into that certain Agreement and Plan of Merger, dated March 24, 2024 (the “Original Agreement”); and
WHEREAS, pursuant to and in accordance with Section 8.12 of the Original Agreement, the Parties desire to amend the Original Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the Parties hereby agree as follows:
| (1) | Amendment to the Original Agreement. The words “January 24, 2025” in Section 7.1(b) of the Original Agreement are hereby deleted in their entirety and replaced with the words: “the earlier of March 17, 2025 and ten (10) Business Days after the issuance of the CMA’s final report with respect to the transactions contemplated by this Agreement”. |
| (2) | Remaining Effect. Except as otherwise expressly provided herein, this Amendment No. 1 shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Parties under the Original Agreement, and shall not in any way alter, modify, amend or affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Agreement all of which remain unchanged and continue in full force and effect. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the Original Agreement. This Amendment shall be deemed to be in full force and effect from and after the execution of this Amendment by the parties hereto as if the amendments made hereby were originally set forth in the Original Agreement. |
| (3) | References. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement. From and after the date of this Amendment, references in the Original Agreement to this “Agreement” or any provision thereof shall be deemed to refer to the Original Agreement or such provision as amended hereby unless the context otherwise requires. |
| (4) | Miscellaneous. Sections 8.1, 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.10, 8.11, 8.12 and 8.16 of the Original Agreement are hereby incorporated herein, mutatis mutandis. |
[signatures follow on next page]
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed as of the date first above written.
| PARENT: | ||
| GLOBAL BUSINESS TRAVEL GROUP, INC. | ||
| By: | /s/ Eric J. Bock | |
| Name: Eric J. Bock | ||
| Title: Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary | ||
| MERGER SUB I: | ||
| CAPE MERGER SUB I LLC | ||
| By: | /s/ Eric J. Bock | |
| Name: Eric J. Bock | ||
| Title: Authorized Officer | ||
| MERGER SUB II: | ||
| CAPE MERGER SUB II LLC | ||
| By: | /s/ Eric J. Bock | |
| Name: Eric J. Bock | ||
| Title: Authorized Officer | ||
[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]
| COMPANY: | ||
| CWT HOLDINGS, LLC | ||
| By: | /s/ Patrick Andersen | |
| Name: Patrick Andersen | ||
| Title: Chief Executive Officer | ||
| MEMBER REPRESENTATIVE: | ||
| REDWOOD DRAWDOWN PARTNERS III, | ||
| LLC, solely in its capacity as Member Representative | ||
| By: | /s/ Ruben Kliksberg | |
| Name: Ruben Kliksberg | ||
| Title: Managing Member | ||
[Signature Page to Amendment No. 1 to Agreement and Plan of Merger]
