Long-term Debt |
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| Long-Term Debt, Unclassified [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Long-term Debt | Long-term Debt The outstanding amount of the Company’s long-term debt consists of:
Amended and Restated Senior Secured Credit Agreement On July 26, 2024, GBTG and GBT US III LLC, a wholly-owned subsidiary of GBTG (the "Initial Borrower") entered into an amended and restated senior secured credit agreement (the “A&R Credit Agreement”) which provides for a $1,400 million senior secured first lien term loan facility (the “Initial Term Facility”, and the loans thereunder, the “Initial Term Loans”) and a $360 million senior secured first lien revolving credit facility (the “Revolving Credit Facility,” and the loans thereunder, the “Revolving Loans”). On February 4, 2025, GBTG, the Initial Borrower and certain subsidiaries of GBTG entered into an amendment (“Amendment No. 1”) to the A&R Credit Agreement to reprice the Initial Term Loans. The repriced Initial Term Facility is referred to hereafter as the “Term B-1 Facility,” and the loans thereunder, the “Term B-1 Loans.” After giving effect to Amendment No. 1, the interest rate margin applicable to the Term B-1 Loans was reduced by 0.50%. The Term B-1 Loans bear interest based on the Secured Overnight Financing Rate ("SOFR") or, at the Initial Borrower’s option, at the Base Rate (as defined in the Amendment No. 1), plus, as applicable, a margin of 2.50% per annum for SOFR-based Term B-1 Loans (or 1.50% per annum for Base Rate-based Term B-1 Loans). The repricing was accounted for as modification of debt, except for lenders leaving the consortium, which was accounted for as an extinguishment of debt resulting in a $2 million recognition of loss on early extinguishment of debt. On January 21, 2026, GBTG, the Initial Borrower and certain subsidiaries of GBTG entered into an amendment (“Amendment No. 2”) to the A&R Credit Agreement to reprice the then outstanding Term B-1 Loans and provide for an incremental term loan facility in the aggregate principal amount of $100 million. The A&R Credit Agreement, as amended by Amendment No. 1, Amendment No. 2 and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time is referred to hereafter as the “Amended Credit Agreement.” After giving effect to Amendment No. 2 and the borrowing contemplated thereby, the interest rate margin applicable to all outstanding term loans (the “Term B-2 Loans,” and the senior secured credit facility being “Term B-2 Facility”) was reduced by 0.50%. The Term B-2 Loans bear interest based on SOFR or, at the Initial Borrower’s option, at the Base Rate (as defined in Amendment No. 2), plus, as applicable, a margin of 2.00% per annum for SOFR-based Term B-2 Loans (or 1.00% per annum for Base Rate-based Term B-2 Loans). The repricing was accounted for as debt modification, except for lenders leaving the consortium, which was accounted for as an extinguishment of debt. Except as noted above, the Term B-2 Loans have substantially the same terms as the previously existing Term B-1 Loans. At the option of the Initial Borrower (upon prior written notice), the Term B-2 Loans may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (x) a prepayment premium of 1% of the principal amount of the Term B-2 Loans subject to certain repricing transactions occurring prior to July 21, 2026 and (y) customary breakage costs in connection with certain prepayments of loans). The Term B-2 Loans mature on July 26, 2031. Principal amounts outstanding under the Term B-2 Loans are required to be repaid on a quarterly basis, that commenced on March 31, 2025, at an amortization rate of approximately 1.00% per annum with the balance due at maturity. Further, subject to certain exceptions set forth in the Amended Credit Agreement, the Initial Borrower is required to prepay loans under the Term B-2 Facility with (i) 50% (subject to leverage-based step-downs) of annual excess cash flow (calculated in a manner set forth in the Amended Credit Agreement and commencing with the financial year ending December 31, 2025) in excess of a threshold amount, (ii) 100% (subject to leverage-based step-downs) of the net cash proceeds from certain asset sales and casualty events, subject to customary reinvestment rights, and (iii) 100% of the net cash proceeds from the incurrence of certain indebtedness. During the three months ended March 31, 2026, the Company repaid the contractual quarterly installment of $4 million of the principal amount of Term B-2 Loans. The Revolving Credit Facility has (i) a $150 million sublimit for extensions of credit denominated in certain currencies other than U.S. dollars, (ii) a $50 million sublimit for letters of credit, and (iii) a $50 million sublimit for swingline borrowings. Extensions of credit under the Revolving Credit Facility are generally subject to customary borrowing conditions. The proceeds from borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes. The Revolving Credit Facility matures on July 26, 2029. At the option of the Initial Borrower, amounts borrowed under the Revolving Credit Facility may be voluntarily prepaid, and/or the commitments thereunder may be voluntarily reduced or terminated, in each case, in whole or in part, at any time without premium or penalty (other than customary breakage costs in connection with certain prepayments of loans). As of March 31, 2026, the Company had $360 million of availability under the Revolving Credit Facility. Upon the upgrade in the Company's credit rating in February 2025, the fee for the Revolving Credit Facility, calculated based on the average daily unused commitments under the Revolving Credit Facility and payable quarterly in arrears, reduced to 0.25% per annum from 0.375% per annum. The Initial Borrower is also obligated to pay a customary agency fee and other customary fees described in the Amended Credit Agreement. Security; Guarantees GBTG and certain of its direct and indirect subsidiaries, as guarantors (such guarantors, collectively with the Initial Borrower, the “Loan Parties”), provide an unconditional guarantee, on a joint and several basis, of all obligations under the Amended Credit Agreement and under cash management agreements and swap contracts with the lenders or their affiliates (with certain limited exceptions). Subject to certain cure rights, as of the end of each fiscal quarter, at least 70% of the Consolidated EBITDA (as defined in the Amended Credit Agreement) of the Loan Parties and their subsidiaries must be attributable, in the aggregate, to the Loan Parties for the four prior fiscal quarters. Further, the lenders have a first priority security interest in substantially all of the assets of the Loan Parties. Covenants The Amended Credit Agreement contains various affirmative and negative covenants including a financial covenant and limitations (subject to exceptions) on the ability of the Loan Parties and their subsidiaries to enter into certain transactions or agreements. As of March 31, 2026, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the Amended Credit Agreement. Events of Default The Amended Credit Agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the Amended Credit Agreement or other enforcement actions customary for facilities of this type. As of March 31, 2026, no event of default existed under the Amended Credit Agreement. The Company's effective interest rate on its term loan borrowings for the three months ended March 31, 2026 was approximately 6.4%. Other borrowings primarily relate to (i) borrowings by Uvet GBT of $32 million, (ii) $13 million of finance leases and (iii) an amount of $7 million of borrowings of a CWT entity partly under a revolving credit facility and partly from its noncontrolling interest shareholder.
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