• HotelPlanner and Reservations.com, industry leaders in travel technology and online hotel bookings, yesterday announced a three-way merger agreement with Astrea Acquisition Corp., a special purpose acquisition company, that will result in their combining as a publicly listed company on NASDAQ under the new ticker symbol "HOTP."


• The combined company will keep the HotelPlanner name after consummation of the merger. HotelPlanner, with its family of brands including HotelPlanner.com, Meetings.com and now Reservations.com, will offer individual, group and corporate booking access to more than 1 million global properties, enabled by a proprietary, cloud-based, artificial intelligence technology platform, and a 24/7 global gig-based customer service platform.


• The merger transaction is expected to enable HotelPlanner to transform into a diversified hotel and event booking platform with complementary revenue streams, and provide the combined company opportunities to realize multiple revenue and cost synergies to drive faster growth at scale.


• HotelPlanner was able to prove its resilience during the height of the pandemic in 2020, experiencing only an estimated 23% decline in revenue. By contrast, the world’s largest OTAs experienced a 2020 revenue decline of approximately 50%. Moreover, HotelPlanner expects its 2021 revenue to exceed 2019 revenue, which was a record year, by approximately 31%.


• The combined company has a forecasted 2022 revenue of approximately $170 million and is expecting a three-year revenue CAGR (2020 to 2023) of approximately 42%.


• The transaction values the combined company at an enterprise value of $567.1 million, plus additional consideration should it achieve market-based milestones.


• HotelPlanner intends to use most of the anticipated net proceeds to accelerate organic growth by continuing to increase effectiveness in marketing spending, and accelerating investments in artificial intelligence, machine learning, onboarding of gig-based travel agents, innovations and API services. HotelPlanner also plans to seek growth through potential future acquisitions in adjacent or complementary markets.

HotelPlanner, a hotel and event booking technology platform, Reservations.com, a premier online travel agency, and Astrea Acquisition Corp., a publicly traded special purpose acquisition company, announced that they have entered into a definitive three-way merger agreement for a business combination. Through this transaction, HotelPlanner, with its family of brands including Meetings.com and Reservations.com, plans to leverage its 1+ million hotel room and alternative accommodation inventory and proprietary booking engine to unlock synergies across the travel ecosystem. The transaction is expected to position the combined company to capitalize on expected increased demand for individual, group, and corporate travel and to invest to drive accelerated growth, expand internationally and pursue attractive, well-timed, high-return M&A opportunities. Upon completion of the business combination, which is expected to occur in the fourth quarter of 2021, the combined travel technology company will operate as HotelPlanner, and will be listed on NASDAQ under the new ticker symbol "HOTP."

A key business differentiator is HotelPlanner’s ability to deliver unique "Closed User Group" rates to customers. Closed User Group discounted rates are offered in unpublished, private sale environments and are available to members within groups such as weddings, reunions, tour groups, pro and amateur sports teams and leagues, private clubs, associations, business meetings and corporate travel. Closed User Group rates are complementary, not competitive, with Online Travel Agencies (OTAs) and deliver a larger proportion of higher-margin "Merchant of Record" transactions with fewer cancellations.

"As worldwide leisure and business travel demand rebounds in the coming months and years, we are in a prime position to rapidly grow our user base and revenue," said Tim Hentschel, Co-Founder and CEO of HotelPlanner. "We see opportunities for accelerating growth both in the U.S. and globally as we unite two of the largest online booking websites on one highly efficient tech-forward platform, and combine it with the power of our Closed User Group rates. HotelPlanner is a dynamic and cycle-tested company with proven management, scalable proprietary technology, strong profitability, and preferred partnerships built over nearly two decades with 50,000 individual hotels, plus access to more than 1 million accommodation options we make available to our customers. Our technology investments have enabled us to remain ahead of the curve in the rapidly changing travel industry. Reservations.com is a leading global hotel booking website, with more than 1 million stays booked each year. Together, with our combined user base, global gig-based travel agents, brand reach, organizational efficiencies, and significant capital, we are in a prime position to shape the future of online travel booking."

HotelPlanner.com

HotelPlanner.com launched in 2004 with a simple yet profound idea: to fundamentally transform the hotel booking space. Through organic growth and strategic acquisitions, HotelPlanner has consistently grown revenues and successfully managed through the COVID-19 pandemic, and is expected to be on pace to hit record revenues in 2021. Based on gross booking volume as of July 31, 2021, HotelPlanner is one of the world’s largest global providers of online group hotel bookings and a leading provider of individual hotel bookings.

Meetings.com

In 2013, HotelPlanner.com acquired Meetings.com, which successfully diversified the growing company into the online meeting and event booking market. Meetings.com focuses on business travel and helping corporate event planners book meeting space plus hotel rooms. Through direct relationships with leading meeting and banquet venues around the world, Meetings.com quickly finds clients the perfect space for the best value.

Reservations.com

Reservations.com launched in 2014 and has quickly grown into one of the most recognized hotel booking brands in the U.S., with more than 1 million hotel stays booked on their site in 2019. Led by an experienced management team of hospitality and technology industry veterans, Reservations.com offers competitive deals to leisure and business travelers.

Once combined with HotelPlanner, Reservations.com will continue to scale its platform to provide a highly personalized booking experience by utilizing HotelPlanner’s global gig-based customer service platform. Additionally, the shift of Reservations.com’s offline bookings to HotelPlanner’s higher margin Closed User Group rates is expected to create additional revenue opportunities.

Transaction Overview

The transaction implies a pro forma company’s enterprise value of $567.1 million, or 3.3x HotelPlanner’s estimated 2022 revenue of approximately $170 million, and an implied equity market capitalization of approximately $687.9 million. The transaction is expected to provide HotelPlanner with more than $120 million in cash proceeds to its balance sheet, assuming no redemptions, to drive business performance and accelerate organic growth through investments and technology developments in artificial intelligence, machine learning, onboarding of gig-based travel agents, innovations and API services, and selective acquisitions.

Existing HotelPlanner and Reservations.com owners have agreed to roll-over approximately 93% of its ownership and expect to retain approximately 68% ownership following consummation of the business combination. Secondary proceeds of $35 million are primarily intended to effectuate the transaction between Reservations.com and HotelPlanner.

The transaction will require the approval of the stockholders of Astrea, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the fourth quarter of 2021.