HBX Group Announces its Intention to Float on the Spanish Stock Exchanges

January 16, 2025

These materials are not an offer for sale of securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be sold in the United States absent registration or an exemption from registration under the Securities Act.

  • HBX Group is a leading independent Business-to-Business TravelTech marketplace powered by a best-in-class cloud-native technology platform, operating in a highly attractive market with long-term sustainable growth.
  • HBX Group is considering an initial public offering (IPO) on the Spanish Stock Exchanges comprising a primary offering of newly issued shares targeting an equity raise of up to €725 million, as well as a secondary offering of existing Shares by certain existing shareholders.
  • The planned IPO aims to accelerate HBX Group’s growth strategy and strengthen its financial position.

London, 16 th  January 2025  – HBX Group International plc   ("HBX Group" [1]  or the "Group"), a leading independent B2B travel technology (“TravelTech”) marketplace, today announces its intention to undertake the initial public offering ("IPO" or "Offering") of the ordinary shares of HBX Group International plc (the “Shares” and the “Group”, respectively) to qualified investors.

The Group intends to apply for its Shares to be admitted to trading on the Madrid, Barcelona, Bilbao, and Valencia Stock Exchanges (respectively, “Admission” and “Spanish Stock Exchanges”) through the Automated Quotation System (Mercado Continuo) of the Spanish Stock Exchanges. The Offering and Admission, as well as their definitive timing, are subject, among other factors, to market conditions and approval by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores, the “CNMV”).

Highlights of the Offering

The Offering is expected to comprise a primary offering of newly issued Shares and a secondary offering of existing Shares by Canada Pension Plan Investment Board, vehicles controlled by funds managed or advised by Cinven, as well as EQT (collectively, the “Selling Shareholders”). The Offering will be made to qualified investors in Spain and other jurisdictions.

The primary offering by the Group will consist of an amount of up to €725million to be used for (i) reducing the Group’s leverage from 3.2x at the end of FY 2024 [2]  to approximately 2.5x Adjusted Net Debt to Adjusted EBITDA [3]  (or from 2.7x to 1.9x excluding working capital adjustments to Adjusted Net Debt) on a post-IPO proforma basis at the end of FY 2024 and assuming a primary offering of €725million, (ii) settling in cash HBX Group’s existing incentive plans and facilitating a sell-down mechanism for current managers, certain directors and employees and other non-institutional shareholders (mainly, former managers and employees), net of reinvestment described below; (iii) cover IPO transaction fees and Refinancing fees and (iv) pay accrued interest on debt instruments subject to the Refinancing.

Nicolas Huss, CEO of HBX Group ,   said : "Today marks a significant milestone for HBX Group as we embark on our journey to become a publicly traded company. The competitive advantages derived from our 23-year track record and   the excellence of our technology, data, people and products have enabled us to become a leading   all-in-one marketplace for both travel suppliers and customer-facing travel distributors worldwide in a highly fragmented sector. This IPO will help accelerate our growth strategy, strengthen our financial position, and help us continue to innovate in the TravelTech industry by connecting distributors and suppliers of hotel, transport and experience providers worldwide, thereby delivering value for all our stakeholders”.

HBX Group Overview: A leading independent B2B TravelTech marketplace, connecting suppliers and Business-to-Consumer travel distributors

HBX Group (formerly Hotelbeds Group), founded in 2001 in Mallorca, Spain, is a global independent B2B TravelTech marketplace that acts as a key link in the large and highly fragmented leisure travel sector in over 170 markets. HBX Group connects travel suppliers (more than 250,000 hotels, out of which 100,000 are directly contracted), as well as travel experiences, transfers and car rental companies to around 60,000 long-standing B2C distributors around the world, including online marketplaces, tour operators, travel advisers, airlines and loyalty programmes.

A leading independent and global player.  HBX Group has built one of the largest networks of directly contracted hotels in the B2B travel ecosystem, a key differentiator that allows it to provide preferential access and tailored solutions to both hotels and distribution partners. It also has on-the-ground commercial teams strategically located across key travel markets. As an independent B2B TravelTech marketplace, HBX Group is not competing for end consumers, enabling it to be a trusted partner to its suppliers and distribution partners over the past two decades.

Complementary product offerings : HBX Group has four complementary product lines, allowing it to increase its share of wallet and become further embedded with its suppliers and distribution partners.

  • Accommodation : HBX Group’s largest product line is Accommodation, connecting hotel networks with distributors around the world, representing the majority of revenue in FY 2024.
  • Mobility and Experiences : Worldwide B2B distribution of travel solutions, including transfers, experiences and car rentals.
  • Hoteltech : Technological platform for hotels that provides support for direct online sales.
  • Fintech and Insurance : Launched in 2023 to develop innovative end-to-end payment, financial and insurance solutions to HBX Group’s clients and suppliers through its 100% cloud-native travel tech platform.

 

  • Operating in the fragmented and growing leisure travel sector . HBX Group operates in a highly attractive market, with long-term sustainable growth. The travel and tourism industry is estimated to be worth about 10% of global GDP and is projected to grow twice as fast as global GDP from 2023 to 2027, as travel remains the priority leisure spend area for end consumers, according to industry sources. The accommodation market for intermediary distributors and the direct sales market are expected to grow at around 6% per annum, according to industry sources. Together these segments of the market are worth around €500bn. Travel and tourism is also a highly fragmented industry with over 400,000 distributors and 500,000 hotels operating with legacy systems in different languages and currencies, according to industry sources. HBX Group sits at the centre of this fragmented market, connecting the complex network of travel suppliers and distributors globally.

 

  • A best-in-class proprietary and scalable cloud-native technology platform . HBX Group operates a highly scalable, flexible and 100% cloud-native platform which enables the Group to securely process large amounts of data at high speed to provide unique insights for business partners and predict travel trends. HBX Group currently handles up to 6.2 billion searches a day for its clients (having increased by 1 billion last year), which represents 80,000 requests per second, ensuring the marketplace operates in a smooth and seamless manner. This platform provides HBX Group clients with access to tailored technology services, including data (400TB+ data lake) and performance tools   (eight proprietary algorithms) and dedicated customer service. Through HBX Group’s market knowledge, advanced data analytics and market insights, suppliers get improved visibility on demand and pricing levels. HBX Group is also leveraging AI and developing a wide range of TravelTech solutions, including bespoke Fintech and Insurance solutions for the travel industry.

Experienced Management Team

The Group has a highly experienced management team with extensive operational and sector expertise, with an average of over 25 years’ experience in both executive and non-executive positions. Since 2021, the Group has bolstered its senior management team with the hire of new CEO Nicolas Huss as well as key senior executives highly experienced in some of the key growth areas of the Group, including Technology, Fintech and Payments. The members of the Executive Committee, comprised of nine senior executives, have a strong technology background and have proven the ability to consolidate the market and integrate businesses successfully.

 

Attractive and Sustainable Financial Profile [4]  

HBX Group grew Total Transaction Value [5]  (TTV) by 12% in FY 2024. The Group achieved a market leading revenue margin – or “take rates” – circa 9% in FY 2024, generating €693 million in revenues. In the Accommodation product line – 88% of the Group’s revenue in FY 2024 - HBX Group negotiates room types, availability and discounted rates with hotels based on travel insights and earns a mark-up on the sale of hotel rooms to its distribution partners. HBX Group drove this growth with limited churn and low concentration levels.

In FY 2024, HBX Group improved its Adjusted EBITDA margin to 57% from 54% in FY 2023 and 37% in FY 2022 thanks to continued investment in its technology platform and a strong focus on efficiency. HBX Group benefits from a structurally negative working capital cycle, a scalable cost base and its best-in-class technology, which limits the requirement for significant further investments in the medium term. As a result, the Group also delivers strong free cash flow generation, with 117% of Adjusted EBITDA converted to operating free cash flow [6]  in FY 2024. Consequently, the Group has been able to reduce leverage from 9.5x Adjusted Net Debt to Adjusted EBITDA at the end of FY 2022 to 3.2x at the end of FY 2024.

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Concurrently with the Offering, the Group will refinance all its existing indebtedness (c.€1,700 million) and replace it with a new structure composed of a c.€600 million term loan A, a c.€600 million term loan B and a €400 million undrawn multi-currency revolving credit facility (the “Refinancing”) at substantially lower interest rates than existing facilities.

 

 

Growth Strategy

HBX Group has a well-defined plan to deliver future growth based on three key levers powered by its unique technology platform.

  • First, HBX Group aims to strengthen its network in the Accommodation product line by adding new suppliers and distribution partners to the platform, as well as focus on gaining share in attractive key markets.
  • Second, HBX Group plans to expand its offering of highly complementary and synergistic travel products across its Mobility and Experiences, Fintech and Insurance, and Hoteltech product lines by cross selling these to existing partners. Growing demand for experiential travel, particularly from Gen Z, which already accounts for 30% of traveller population according to industry sources, will help the rapid expansion of these product lines. The Group expects to continue innovating through partnerships to integrate new products and capture more of the traveller’s journey.
  • Third, HBX Group aims to drive growth in profits by using data analytics and gen-AI enabled solutions to allow its pricing strategy to be automatically calibrated and tailored in real time, optimising pricing decisions. HBX Group expects this will enable it to improve its margins, grow TTV, and capture additional demand. It would also enable distribution partners to monitor and respond faster to competitors’ pricing, leading to improved customer satisfaction. The Group will also continue to explore potential opportunities in complementary, underpenetrated, high-growth geographies, with regional B2B distribution leaders or best-in-class tech players with differentiated value creation potential.

Financial Targets: Promising Outlook and Sustained Momentum

Management expects the business to continue to grow ahead of the travel market, given its exposure to higher growth segments, expected market share gains and its well-defined growth strategy.

Based on current expectations, HBX Group’s guidance for fiscal year 2025 is:

  • 10-16% year-on-year growth in TTV; and
  • Revenue in the range of €750 million to €790 million

Based on current expectations, HBX Group’s medium-term targets are:

  • Low double-digit annual growth in TTV
  • High single-digit revenue growth
  • A gradual Adjusted EBITDA Margin increase into the low 60%
  • Cash conversion of c.100%

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In the medium-term, HBX Group also expects an underlying tax rate (i.e. relating to ongoing business operations and excluding impacts of amortisation and non-underlying items) in the mid 20%, other costs to trend down and approximately 50% of R&D expenditure to be capitalised.

Leverage targets:

  • Following the IPO, HBX Group expects leverage will be approximately 2.5x Adjusted Net Debt to Adjusted EBITDA [7]  (or 1.9x excluding working capital adjustments to Adjusted Net Debt) compared with approximately 3.2x at the end of FY 2024 (or 2.7x excluding working capital adjustments to Adjusted Net Debt), assuming a primary offering of €725million.
  • Going forward, HBX Group plans to keep a robust capital structure through organic deleveraging as the business continues to scale while generating cash.

Q1 FY 2025 Trading Update

Based on available preliminary information for the first quarter of the current fiscal year to date, HBX Group reports that Q1 FY 2025 trading is in line with company expectations for the full financial year 2025. This information for the three months ended 31 December, 2024 reflects HBX Group’s current estimates based on preliminary information.

Dividend and Distribution Policy

As at the date of this statement, no dividend policy has been approved by HBX Group. However, following Admission and subject to any applicable legal or statutory requirements and the availability of distributable profits and reserves, the Group is targeting a dividend pay-out ratio of 20% over the Group’s consolidated profit after taxation for FY 2026 to FY 2029. The dividend policy will be reviewed annually, and alternative methods of capital return may be considered by the board of directors of the Group, as appropriate, with the aim to deliver an attractive return to its shareholders.

HBX Group’s commitment to ESG  (Environment, Social, Governance)

HBX Group’s ESG mission is to help make travel a force for good and a catalyst for sustainable growth. The Group uses its strategic position within the travel ecosystem to promote sustainable practices. Some of HBX Group’s strategic projects include its Sustainable Travel Programme, which showcases over 40,000 hotels with sustainability certifications, and the Sustainability Partners Hub, a platform to assist smaller partners improve their sustainability. 

HBX Group is also focused on reducing its environmental footprint, having achieved carbon-neutral certification for Scope 1 and 2 emissions in 2023. The Group will continue to track and reduce emissions, with plans to renew its decarbonisation plan by 2025. 

Additional details of the proposed Offering

As described under “Highlights of the Offering” above, the Offering is expected to comprise a primary offering of newly issued Shares by the Group targeting an equity raise for an amount of up to €725 million, and a secondary offering of existing Shares by the Selling Shareholders.   Primary proceeds will be allocated across: (i) reduction of leverage from 3.2x (or 2.7x excluding working capital adjustments to net debt) to 2.5x Adjusted Net Debt to Adjusted EBITDA (or 1.9x excluding working capital adjustments to Adjusted Net Debt) on a post-IPO pro-forma basis at the end of FY 2024 and assuming a primary offering of €725 million, (ii) settlement of all existing cash incentives due to certain members of the Group’s Executive Committee and current employees of HBX Group, as well as other non-institutional shareholders (mainly, former managers and employees), and a sell-down mechanism structured through the Issuer for a consideration calculated by reference to the final price of the Offering, (iii) payment of IPO transaction fees and (iv) payment of accrued interests on debt instruments subject to the Refinancing.

The settlement of existing incentive plans and sell-down mechanism reflect the history of HBX as a company, having been under private equity ownership since 2016 and fundamentally transformed in scale, quality of technology and financial profile. The cash payments have been calibrated to reserve strong interest alignment between current managers, certain directors and HBX Group, while rewarding the considerable business transformation delivered by all cash beneficiaries over the past few years in the most challenging period faced by the travel industry in recent history. The Chair of the Board, seven members of the Executive Committee and two senior managers are expected to receive combined net cash proceeds of significantly less than half the amounts actually paid by the HBX Group, after reinvesting between 20% and 75% of their after-tax proceeds resulting from such payments with an average reinvestment of over 50%.

Morgan Stanley Europe SE, BofA Securities Europe SA and Citigroup Global Markets Limited are acting as Joint Global Coordinators (collectively, the “Joint Global Coordinators”). Banco Santander, S.A., Barclays Bank Ireland PLC, BNP PARIBAS, Deutsche Bank Aktiengesellschaft and UBS AG London Branch are acting as Joint Bookrunners (collectively, the “Joint Bookrunners”). Alantra Capital Markets, S.V., S.A. and Banco Bilbao Vizcaya Argentaria, S.A. (in collaboration with ODDO BHF) are acting as Co-Lead Managers (collectively the “Co-Lead Managers” and together with the Joint Global Coordinators and the Joint Bookrunners, the “Managers”). Freshfields is acting as legal counsel of the Group and Uría Menéndez Abogados, S.L.P. and Davis Polk & Wardwell LLP are acting as the Managers’ legal counsels. Evercore Partners International LLP is acting as sole independent financial adviser to HBX Group and its shareholders, Freshfields is acting as legal counsel of the Group and Uría Menéndez Abogados, S.L.P. and Davis Polk & Wardwell LLP are acting as the Managers’ legal counsels and Banco Santander, S.A. as the agent bank in the context of the Offering.

 

The Group, the Selling Shareholders and certain members of the Group’s senior management, as well as certain directors, will agree to certain lock-up arrangements with the Managers (including those reinvesting in the Group) during a period from the date on which the underwriting agreement is signed to and including 180 calendar days from Admission (in the case of the Group and the Selling Shareholders) and 360 days from Admission (in the case of the senior management team and certain directors).

 

An over-allotment option is expected to be granted by certain of the Selling Shareholders to one of the Joint Global Coordinators in its capacity as stabilisation manager, allowing it to, on behalf of the Managers, acquire additional Shares of the Group representing up to 15% of the size of the Offering within 30 calendar days from Admission.

 

Further details of the proposed Offering will be included in the prospectus to be approved by, and registered with, the CNMV in connection with the Offering and the Admission (the “Prospectus”), and which will supersede this announcement in its entirety. The Prospectus approval process is ongoing and will include full details on the Offering and its expected timetable. Once approved, the Prospectus will be published and made available on the Group’s Investor Relations website (www.investors.hbxgroup.com), and on the CNMV website (www.cnmv.es).

 

Any acquisition of Shares in the Group should be made solely on the basis of the Prospectus approved by, and registered with, the CNMV. The approval of the Prospectus by the CNMV does not constitute an evaluation of the merits of the Offering.

 

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About HBX Group

HBX Group is a leading global B2B TravelTech company that owns and operates Hotelbeds, Bedsonline and Roiback, among other brands. We offer a network of interconnected travel tech products and services to partners such as Online Marketplaces, Tour Operators, Travel Advisers, Airlines and Loyalty Programmes, destinations and travel suppliers.

 

Our vision is to simplify the complex and fragmented travel industry through a combination of cloud-based technology solutions, curated data, and an extensive portfolio of products designed to maximise revenue. HBX Group is present in 170 countries and employs more than 3600 people around the globe. We are committed to making travel a force for good, creating a positive social and environmental impact.

 

More information:

www.hbxgroup.com

 

HBX Group Media Contact

Brunswick Group

hbx@brunswickgroup.com  

Blanca Zayas – Head of Corporate Communications

bzayas@hbxgroup.com  

M. +34 670 28 46 56

 

Investor Relations Contact

Isabel Green – Investor Relations Director

igreen@hbxgroup.com  

M. +44 7826 910691  

 

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