Long Lake Management Holdings Inc. entered into a definitive agreement to acquire Global Business Travel Group, Inc. (NYSE:GBTG) from a group of shareholders for $5.1 billion on May 2, 2026. Under the terms of the agreement, Amex GBT shareholders will receive $9.50 per share in cash, which represents a 60.2% premium to Amex GBT?s closing stock price on May 1, 2026. The transaction is being financed with a combination of equity provided by Long Lake?s existing investors and Koch Equity Development LLC, and $2.5 billion committed debt financing provided by JPMorgan, Bank of America, Citi, and MUFG. In case of termination of transaction, Long Lake Management Holdings Inc. will pay a termination fee of $270 million while Global Business Travel Group will pay $200 million. Upon completion of the transaction, Amex GBT?s common stock will no longer be publicly listed, and Amex GBT will become a privately held company.

The transaction is subject to subject to the satisfaction of customary closing conditions, including approval by Amex GBT?s stockholders, receipt of requisite regulatory clearances, the expiration or termination of the waiting periods applicable to the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and CSA approval. The Board of Directors of Global Business Travel Group, Inc. formed a special committee for the transaction. The deal has been approved by the board of both of the parties. The expected completion of the transaction is in the second half of 2026.

David M. Baron of Rothschild & Co US Inc. acted as financial advisor and fairness opinion provider and David Klein, Brian Junquera, Daniel Wolf, Rachael Lichman, Purun Cheong, Sophia Hudson, Seth Traxler, Shellie Freedman, Sara Zablotney, Rob Fowler, Brandon Newman, and Luci Hague of Kirkland & Ellis LLP acted as legal advisor to the Special Committee of Global Business Travel Group, Inc. Ian Nussbaum, Sean Parish, Seth Gottlieb, Tad Freese, Julian Azran, Stella Tang, Meredith Monroe, David Brenneman, Philipp Studt, Wesley Lepla, Arthur Long, Pia Naib, Max Raskin, Paul Rosen, Ruchi Gill, Peter Sluka, Salvatore Vanchieri, Robert Brown, Calum Docherty, Joshua Marnitz, Pierre Louis Cléro, Matthias Rubner, Romain Nairi, Rainer Traugott, Tobias Leder, Kyle Jefcoat, Zhonghua (Stephen) Shi, Pelin Serpin, Stefano Sciolla, Andrea Stincardini, Nineveh Alkhas, Sarah Lightdale, Liyun (Louise) Deng, Margaret Linkous, Andrew Galdes, Farhana Sharmeen, Alejandro Ortiz, Luis Lozano, Naiara Rodríguez Escudero, Veronika Miskovichova, Katharine Moir, Christian McDermott, Harriet Stephenson, and Kendall Burnett of Latham & Watkins LLP acted as legal advisor for Long Lake Management. Peter Serating, Max Troper, Michael A. Wiseman and Thaddeus Hartmann of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor for Global Business Travel Group, Inc. Citigroup Inc., JPMorgan Chase, and BofA Securities, Inc. acted as financial advisors for Long Lake Management. Morgan Stanley acted as financial advisor to American Express. Led by J. D. Weinberg, Covington & Burling LLP advised Rothschild & Co. Doug Horowitz, Kristen P. Poole, Dean Masuda, Dean Masuda of Gibson Dunn acted as as financing counsel to Long Lake Management. Moelis & Company LLC acted as financial advisor and Jones Day acted as legal advisor to Koch Equity Development.