Status:  Clearance

Business traveler on airport moving beltAcquirer:   GIC Pte. Ltd. (Singapore); The Carlyle Group Inc. (U.S.)

Acquired:  Partial ownership of American Express Global Business Travel (U.S.)

Value:  US$1 billion

Industry:  Logistics; Travel & Event Management

On December 16, 2019, affiliated investment funds of The Carlyle Group Inc. and GIC Pte. Ltd., the Singapore sovereign investment fund, along with other investors (AMG Pantheon Subsidiary Fund, LLC; The Regents of the University of California; KP Mayflower Holdings, LP; CH Purchasers; and BR Roundtrip Cayman Co-Investment, L.P.), entered into a Share Purchase Agreement to acquire a minority interest in GBT Holdco, which is a company holding a business operating under the brand name American Express Global Business Travel, a leading corporate global business travel enterprise with over 10,000 clients in more than 140 countries.  (Complaint ¶¶ 1-2, 16-21 Juweel Investors Limited v. Carlyle Roundtrip, L.P., et. al., C.A. No. 2020-0338, Del. Ct. of Chancery,  May 11, 2020.)  “GBT is a joint venture between a Netherlands-based affiliate of the American Express Company, American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex”) and Juweel [Investors Limited].  Following the creation of the joint venture in March 2014, Juweel and Amex each owned 50% of GBT Holdco, a Jersey-based corporation . . . .” (Id., ¶ 26.)  The proposed acquisition was for some, but not all, of Juweel’s current stake in GBT.  (Id., ¶ 30.) News reports indicate that the acquisition was for 20% of GBT Holdco and valued at approximately $1 billion.  (See Bloomberg News, Carlyle, Singapore’s GIC Sued Over Collapsed AmEx Stock Buy, May 13, 2020 (reporting a 20% stake); Reuters, Carlyle, Others to Buy stake in AmEx’s Corporate Travel Business, Dec. 17, 2019 (reporting total value of GBT at $5 billion).) According to the public version of a complaint filed by Juweel Investors Limited in a contractual dispute arising from the transaction, “[o]n April 3, 2020, CFIUS issued letters to the CFIUS Filing Persons, including GIC . . . confirming that it had completed its review and that the Transaction was cleared to move forward.”  (Complaint, ¶¶ 8, 53.)

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