Post-CWT / Amex GBT Merger Playbook: Contract Benchmarking, SLA Protections & RFP Alternatives

What the acquisition changes for a CWT client

CWT, formerly Carlson Wagonlit Travel, agreed to be acquired by American Express Global Business Travel (NYSE: GBTG) in 2024. The deal closed in 2025 after the US Department of Justice dropped an antitrust challenge. CWT clients are now customers of the combined group, and integration means some or all of the following will be proposed over the contract term:

• A new paper. An amended or replacement agreement, or a novation to a different legal entity.
• A new booking stack. Migration from your current OBT or CWT tools to Amex GBT’s Neo, Egencia or a third-party OBT, with different fee lines.
• A new service model. Changes to servicing locations, account team, escalation paths and partner markets.
• A new fee schedule. Harmonized transaction fees, offline tiers and platform charges.

None of these is automatically worse. Each resets the commercial balance, and the buyer who prepares a benchmark before the proposal arrives keeps the leverage. Start by locating four clauses in your current CWT agreement: assignment, change of control, termination for convenience and price adjustment.

Normalized 12-row Fee & SLA Comparison Table

Typical contracted ranges we see in legacy CWT agreements, in Amex GBT RFP responses and in independently benchmarked contracts for $3M–$20M programs. Verify every line against your own agreement and proposal.

The rows that cost money in a merger are 6, 7 and 8. A new OBT can add a per-booking licence line that did not exist before; migration work is often treated as the client’s cost unless the contract says otherwise; and unused ticket credits that are not migrated with traveler profiles quietly expire.

Assignment, change of control and the leverage they create

Read your current agreement before replying to any integration proposal. Three outcomes are common:

Assignment needs your consent

The TMC must ask before the contract moves to another entity. Consent is your leverage: grant it in exchange for a price hold, an SLA hold and migration at the TMC’s cost.

Assignment allowed to a successor

Many TMC agreements let the provider assign to an affiliate or successor without consent. Leverage then comes from renewal timing, termination for convenience and any change-of-control termination right.

Change-of-control termination right

Some agreements give the client a window to terminate without penalty after the provider changes ownership. Check whether that window has a deadline measured from closing or from notice; it may already be running.

The Amex GBT pricing and contract audit guide lists the CWT migration clauses to check in detail.

The exact contract clauses to demand on migration

Clause 2.4 · Consent to assignment

The Client consents to assignment of this Agreement to the acquiring entity on condition that all fees, service levels, commission pass-through rates and protections in force on the closing date remain unchanged for 18 months, and any change thereafter requires the Client’s written agreement.

Clause 6.8 · Migration at Provider cost

Any change of booking tool, mid-office, servicing location or data platform proposed by the Provider shall be implemented at the Provider’s cost, including profile, policy, negotiated rate and unused ticket credit migration, with a reconciled credit list delivered to the Client before cutover.

Clause 8.2 · Cutover service levels

From 30 days before to 90 days after any migration, the fees at risk in Schedule D are doubled, and speed to answer above 60 seconds in any week entitles the Client to a credit of 2% of that month’s fees.

Clause 15.3 · Termination for convenience

Either party may terminate on 90 days’ written notice without penalty. On termination, the Provider shall deliver 36 months of transaction, profile and unused credit data in a documented machine-readable format within 30 days at no charge.

Roll over, renegotiate or RFP: when each fits

• Roll onto the merged contract as-is only if your contract was benchmarked within the last 18 months, the proposal holds every fee and protection, and no tool migration is planned. Otherwise you inherit a harmonized schedule built for the provider’s average client, not for you.
• Renegotiate with benchmarks when service has been good and the main issue is price and protection. Bring a normalized fee table, your unused ticket and hotel commission figures, and the clause set above. This is usually the best first-year outcome because it avoids transition cost.
• RFP to an alternative TMC when service has degraded, a forced tool migration is coming anyway, or your program has outgrown the account model. Competitive bids from FCM or BCD Travel, or a cloud platform from the Navan, TravelPerk and Spotnana comparison, set the price ceiling even if you stay.

In the simulator, the RFP path carries a year-one transition cost; it overtakes renegotiation in year two if the alternative’s per-touch fees hold. Programs that already migrated travelers once should weigh change fatigue honestly.

Running a neutral post-merger benchmark in 60 days

1. Days 1–10 — Clause inventory. Extract assignment, change of control, termination, price adjustment, MFN, SLA and commission terms from the current agreement and every amendment.
2. Days 10–30 — Baseline. Rebuild 12 months of cost from TMC invoices, ARC/BSP air data and hotel statements, including the unused credit pool, using the 2026 fee benchmarks.
3. Days 30–45 — Market check. Issue a short-form RFP from the TMC RFP guide to two or three alternatives on a mock basket of your own trips.
4. Days 45–60 — Decide and paper. Take the benchmark and alternative bids to the incumbent, then sign the stronger of a renegotiated agreement or a transition plan.