Global Business Travel completes $9.50-a-share sale
GBTG shares ceased trading as the company became privately held, while the new parent-level $1.5 billion term loan was fully drawn at closing.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Global Business Travel Group, Inc. (GBTG) completed a merger on September 29, 2026, in which Gaia Merger Sub, Inc. merged into GBTG, leaving GBTG as a wholly owned subsidiary of Gaia Purchaser, Inc. Long Lake Management announced the completed acquisition. Each issued and outstanding Class A share, subject to stated exclusions, converted into the right to receive $9.50 in cash without interest. The transaction was valued at approximately $6.3 billion; the per-share consideration represented a 65.1% premium to the 30-day VWAP from the date of the merger agreement.
Gaia Purchaser, as parent borrower, entered into a credit agreement with a $1.5 billion senior secured first-lien term loan facility, fully drawn at closing, and a $250 million revolving credit facility, not drawn at closing. GBTG and its subsidiaries repaid all loans and terminated all commitments under their prior credit agreement.
GBTG common stock ceased trading and will be delisted from the New York Stock Exchange, and GBTG will operate as a privately held company. The company’s directors resigned at the merger’s effective time.
1 point · 1 major0 major · 0 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Major pointGBTG shareholders’ $9.50 per-share consideration represented a 65.1% premium to 30-day VWAP.
Negative
- None.
Filing Explained
At closing, options priced at or above the stated per-share price received no payment; restricted and performance units converted to cash under stated formulas.
With the merger completed, the parent borrower’s
Options with exercise prices below
8-K Event Classification
11 items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
11 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02
Termination of a Material Definitive Agreement
Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01
Changes in Control of Registrant
Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Per-share cash consideration: $9.50 per share
Transaction valuation: Approximately $6.3 billion
Premium to 30-day VWAP: 65.1%
+2 more
5 metrics
Per-share cash consideration
$9.50 per share
For eligible Class A common shares at the merger’s effective time
Transaction valuation
Approximately $6.3 billion
All-cash transaction announced at closing
Premium to 30-day VWAP
65.1%
Measured from the date of the merger agreement
Senior secured first-lien term loan facility
$1.5 billion
Fully drawn on September 29, 2026
Senior secured first-lien revolving credit facility
$250 million
Not drawn on September 29, 2026
Key Terms
Per Share Price, In-the-Money Company Option, senior secured first-lien term loan facility, 30-day VWAP
4 terms
In-the-Money Company Option financial
"an “In-the-Money Company Option”"
senior secured first-lien term loan facility financial
"a senior secured first-lien term loan facility"
30-day VWAP financial
"a 65.1% premium to the 30-day VWAP"
Thirty-day VWAP is the average price at which a stock traded over the past 30 trading days, weighted by the number of shares traded at each price during that period. It matters to investors because it gives a clearer picture of the price buyers and sellers have actually paid—like a sales-weighted average for a store—and is used to judge whether current price action is fair, to benchmark trading performance, and to spot longer-term support or resistance levels.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were GBTG equity awards treated in the merger?
Outstanding options with an exercise price below $9.50 were canceled for cash based on the difference between $9.50 and the option exercise price; options at or above $9.50 were canceled without payment. RSUs were converted into cash based on the shares subject to each award, and PSU payments used the greater of target shares or shares earned from actual performance.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 29, 2026
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices, with zip code)
(646 ) 344-1290
Registrant’s telephone number, including area code
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On September 29, 2026 (the “Closing Date”), pursuant to the Agreement and Plan of Merger, dated as of May 2, 2026 (the “Merger Agreement”), by and among
Global Business Travel Group, Inc., a Delaware corporation (the “Company”), Gaia Purchaser, Inc., a Delaware corporation (“Parent”), and Gaia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger
Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Merger became effective at the time of the filing of the certificate of merger with
the Secretary of State of the State of Delaware on the Closing Date (the “Effective Time”). All defined terms used in this Current Report on Form 8-K that are not otherwise defined herein have the meanings ascribed to such terms in the
Merger Agreement.
| Item 1.01 |
Entry into a Material Definitive Agreement.
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On the Closing Date, concurrently with the closing of the Merger, Gaia MidCo Purchaser, Inc., a Delaware corporation and an indirect parent of the Company (“Holdings”),
as holdings, and Parent, as the parent borrower, entered into that certain Credit Agreement with JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, the lenders from time to time party thereto and the subsidiary borrowers from
time to time party thereto (the “Credit Agreement”), which provides for (a) a senior secured first-lien term loan facility in an aggregate principal amount of $1,500,000,000 (which was fully drawn on the Closing Date) and (b) a senior
secured first-lien revolving credit facility in an aggregate principal amount of $250,000,000 (which was not drawn on the Closing Date). The obligations under the Credit Agreement are guaranteed by Holdings and certain subsidiaries of Parent
(including, on the Closing Date, the Company and certain of its subsidiaries) and are secured on a first-priority basis by substantially all assets of the borrowers and the guarantors, in each case, subject to certain exclusions and exceptions. The
Credit Agreement includes representations and warranties, covenants, events of default and other provisions that are customary for facilities of their respective types.
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Termination of a Material Definitive Agreement.
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The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
Concurrently with the closing of the Merger, the Company and its subsidiaries repaid all loans and terminated all credit commitments outstanding under the Amended and
Restated Credit Agreement, dated as of July 26, 2024 (as amended by Amendment No. 1, dated as of February 4, 2025, and by Amendment No. 2, dated as of January 21, 2026), among the Company, GBT US III LLC, as initial borrower, the additional
borrowers from time to time party thereto, the lenders and letter of credit issuers from time to time party thereto and Morgan Stanley Senior Funding, Inc., as the administrative agent and as the collateral agent.
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Completion of Acquisition or Disposition of Assets.
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The information set forth under the Introductory Note and in items 3.03, 5.01, 5.02, 5.03 and 8.01 of this Current Report on Form 8-K is incorporated by reference into
this Item 2.01.
Effect on Capital Stock
Upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of the Company’s Class A common stock, par value $0.0001
per share (“Company Common Stock”) that was issued and outstanding as of immediately prior to the Effective Time (other than shares of Company Common Stock that were held by the Company as treasury stock, owned by Parent or Merger Sub,
unvested pursuant to a side letter with the Company, pursuant to which appraisal rights had been properly exercised and perfected (and not withdrawn or lost) in accordance with Section 262 of the DGCL and, if applicable, any shares of Company
Common Stock held by any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub) or of the Company that are converted in the manner set forth in the Merger Agreement) were automatically canceled, extinguished and converted into
the right to receive cash in an amount equal to $9.50 without interest thereon (the “Per Share Price”).
Treatment of Company Equity Awards
Company Options
At the Effective Time, each option to purchase shares of Company Common Stock (a “Company Option”) with an exercise price per share of Company Common Stock that
was less than the Per Share Price (each such Company Option, an “In-the-Money Company Option”) that was outstanding as of immediately prior to the Effective Time was automatically canceled and converted into the right to receive an amount in
cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the number of shares of Company Common Stock subject to such In-the-Money Company Option as of immediately prior to the Effective Time and (b) the
excess of the Per Share Price over the exercise price per share of such In-the-Money Company Option.
At the Effective Time, each Company Option that was not an In-the-Money Company Option that was outstanding as of immediately prior to the Effective Time was
automatically canceled without any cash payment or other consideration being made in respect thereof.
Company RSUs
Each award of restricted stock units of the Company (a “Company RSU”) that was outstanding as of immediately prior to the Effective Time was, as of immediately
prior to the Effective Time, automatically canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the Per Share Price and (b) the total number of
shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time.
Company PSUs
Each award of performance stock units of the Company (each, a “Company PSU”) that was outstanding as of immediately prior to the Effective Time was, as of
immediately prior to the Effective Time, automatically canceled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (a) the Per Share Price and (b) the
greater of (i) the target number of shares of Company Common Stock subject to such Company PSU as of immediately prior to the Effective Time and (ii) the number of shares of Company Common Stock to be earned based on actual achievement of the
performance criteria set forth in the applicable award agreement as of immediately prior to the Effective Time.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full
text of the Merger Agreement, which was filed with the SEC as Exhibit 2.1 to the Company’s Current Report on Form 8-K on May 4, 2026, and is incorporated by reference into this Item 2.01.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 3.01 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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The information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Prior to the Effective Time, Company Common Stock was listed and traded on The New York Stock Exchange (“NYSE”) under the trading symbol “GBTG.” In connection with
the completion of the Merger, the Company notified NYSE that the Merger had been consummated and requested that NYSE suspend trading of the Company Common Stock on NYSE prior to the opening of trading on the Closing Date. The Company also requested
that NYSE file with the Securities and Exchange Commission (the “SEC”) a notification of the removal from listing on Form 25 with respect to the delisting of Company Common Stock and the deregistration of Company Common Stock under Section
12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
In addition, the Company intends to file with the SEC a Form 15 requesting the termination of registration of the shares of Company Common Stock under Section 12(g) of
the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the shares of Company Common Stock.
| Item 3.03 |
Material Modification to Rights of Security Holders.
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The information set forth under the Introductory Note and Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 5.01 |
Changes in Control of Registrant.
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The information set forth under the Introductory Note and Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Effective as of the Effective Time, in connection with the consummation of the Merger, each member of the Company’s board of directors resigned from and ceased serving on
the Company’s board of directors and any committees thereof. No director resigned as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The information set forth under the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company as the surviving corporation in the Merger was amended and
restated in its entirety to read as set forth in the form attached hereto as Exhibit 3.1, and the bylaws of the Company were amended and restated in their entirety to read as set forth in the form attached hereto as Exhibit 3.2.
The amended and restated certificate of incorporation and amended and restated bylaws of the Company in each case, is incorporated by reference into this Item 5.03.
| Item 8.01 |
Other Events.
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On the Closing Date, the Company and Long Lake Management issued a joint press release announcing the consummation of the Merger. A copy of the press release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibit No.
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Description
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2.1*
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Agreement and Plan of Merger, dated as of May 2, 2026, by and among Global Business Travel Group, Inc., Gaia Purchaser, Inc., and Gaia Merger Sub, Inc., incorporated by reference to Exhibit 2.1 to the
Company’s Current Report on Form 8-K filed with the SEC on May 4, 2026.
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3.1
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Amended and Restated Certificate of Incorporation of Global Business Travel Group, Inc.
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3.2
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Amended and Restated Bylaws of Global Business Travel Group, Inc.
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99.1
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Joint Press Release issued by the Company and Long Lake Management dated September 29, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601 (a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted
schedule or exhibit to the SEC upon its request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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GLOBAL BUSINESS TRAVEL GROUP, INC.
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By:
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/s/ Eric J. Bock
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Name: Eric J. Bock
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Title: Chief Legal Officer, Global Head of M&A and Compliance and Corporate Secretary
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Date: September 29, 2026
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Exhibit 99.1
Long Lake, the World’s First AI Holding Company, Completes $6.3 Billion Acquisition of American Express Global Business Travel
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Amex GBT to delist from NYSE and operate as a private company under Long Lake
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Long Lake’s AI engineering will support Amex GBT’s world-class travel and service teams to drive more value to customers and redefine the managed
travel experience
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New York – September 29, 2026 – Global Business Travel Group, Inc.
(NYSE: GBTG) (“Amex GBT” or the “Company”) today announced the completion of its acquisition by Long Lake Management (“Long Lake”) in an all-cash transaction valuing the company at approximately $6.3 billion. The acquisition was previously announced
on May 4, 2026, and approved by Amex GBT stockholders at the Special Meeting of Stockholders held on August 3, 2026.
Under the terms of the merger agreement, Amex GBT stockholders received $9.50 per share in cash representing a 65.1% premium to the 30-day VWAP from the
date of the merger agreement. In connection with the completion of the transaction, Amex GBT common stock has ceased trading and will be delisted from the New York Stock Exchange (NYSE). Amex GBT will now operate as a privately held company.
Paul Abbott, Chief Executive Officer of Amex GBT, said: “Our customers are the center of everything we do. This milestone brings Long Lake’s leading AI
engineering team into Amex GBT, accelerating the pace at which we shape the future of managed travel. From agentic customer tools to AI-empowered travel counselors, our customers can expect continuous innovation that will make the service they
already trust faster, smarter, and more personalized.”
Alex Taubman, Co-Founder and CEO of Long Lake, said: “For over a century, Amex GBT has earned the trust of the world’s most important companies,
governments, and institutions, by showing up for millions of travelers in mission-critical moments. It is an honor for Long Lake to have the opportunity to partner with Amex GBT to double down on its world-class customer excellence, and to invest
heavily to advance the frontier of AI deployment in the travel experience.”
The transaction is being financed with a combination of equity provided by Long Lake’s existing investors and Koch Equity Development LLC, the principal investment and acquisition arm of Koch, Inc. and committed debt financing.
Advisors
Rothschild & Co acted as financial advisor to the Special Committee, and Kirkland & Ellis LLP acted as legal counsel to the Special Committee.
Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel to Amex GBT.
Latham & Watkins LLP acted as legal counsel to Long Lake with Gibson Dunn as financing counsel. Moelis & Company LLC acted as financial advisor to
Koch Equity Development and Jones Day acted as its legal counsel.
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About Amex GBT
American Express Global Business Travel (Amex GBT) is a leading software and services company for travel, expense, and meetings & events. We have built
the most valuable marketplace in travel with the most comprehensive and competitive content. A choice of solutions brought to you through a strong combination of technology and people, delivering the best experiences. With travel professionals and
business partners in more than 140 countries, our solutions deliver savings, flexibility, and service from a brand you can trust – Amex GBT.
About Long Lake
Long Lake pioneered the use of frontier technology to accelerate services industries. It has acquired and partnered with dozens of wide-ranging services
businesses, improving growth and customer experience with its proprietary Nexus AI transformation platform. It was founded in 2023 and is backed by investors including General Catalyst, Alpha Wave, Elad Gil, D1, Thrive and other strategic partners.
For Amex GBT – Investor Contact:
Jennifer Thorington
Vice President of Investor Relations
investor@amexgbt.com
For Amex GBT – Media Contact:
Megan Kat
Head of Global Communications and Public Affairs
megan.kat@amexgbt.com
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