SOUTHLAKE, Texas, Aug. 7, 2023
/PRNewswire/ -- Sabre Corporation ("Sabre") today announced that
Sabre GLBL Inc. ("Sabre GLBL"), a wholly-owned subsidiary of Sabre,
has commenced exchange offers (each, an "Exchange Offer" and
together, the "Exchange Offers") to exchange any and all of its
outstanding 7.375% Senior Secured Notes due 2025 (the "September 2025 Notes") and 9.250 % Senior Secured
Notes due 2025 (the "April 2025
Notes" and, together with the September
2025 Notes, the "Existing Notes" and each of them a "series"
of Existing Notes) for cash and Sabre GLBL's new 8.625% Senior
Secured Notes due 2027 (the "New Notes" and together with the
Existing Notes, the "Securities"), upon the terms and subject to
the conditions described in the confidential offering circular,
dated as of August 7, 2023, for the
Exchange Offers (as it may be amended or supplemented, the
"Offering Circular"). The primary purpose of the Exchange Offers is
to improve the Company's maturity profile by extending the maturity
date of the indebtedness represented by the Existing Notes from
2025 to 2027.
The following table summarizes certain terms of the Exchange
Offers:
Title of
Security
|
CUSIP/ISIN
Number
|
Principal
Amount
Outstanding
|
Exchange
Consideration(1)
|
Early Exchange
Premium(1)(2)
|
Total Exchange
Consideration(1)(2)
|
7.375% Senior Secured
Notes due 2025
|
CUSIP: 78573NAF9 (144A)
/
U86043AD5 (Reg. S)
ISIN: US78573NAF96
(144A) /
USU86043AD55 (Reg.
S)
|
$850,000,000
|
$85 in cash and $1,000
principal amount of New Notes
|
$50 in cash
|
$135 in cash and $1,000
principal amount of New Notes
|
9.250% Senior Secured
Notes due 2025
|
CUSIP: 78573NAC6 (144A)
/
U86043AC7 (Reg. S)
ISIN: US78573NAC65
(144A) /
USU86043AC72 (Reg.
S)
|
$104,901,000
|
$85 in cash and $1,000
principal amount of New Notes
|
$50 in cash
|
$135 in cash and $1,000
principal amount of New Notes
|
|
|
|
|
(1)
|
For each $1,000
principal amount of Existing Notes exchanged. Excludes accrued
interest on Existing Notes paid on the Settlement Date.
|
(2)
|
Includes Early Exchange
Premium.
|
The New Notes will mature on June 1,
2027 and will bear interest at a rate per annum equal to
8.625%. The New Notes will first be redeemable, at Sabre GLBL's
option, starting on March 1, 2025, at
104.313% of their outstanding principal amount, plus accrued
interest, and under certain other circumstances described in the
Offering Circular.
The New Notes and the guarantees thereof will be senior secured
indebtedness and will rank equal in right of payment with all of
the existing and future senior secured indebtedness of Sabre GLBL
and the guarantors. The New Notes will initially be jointly and
severally, irrevocably and unconditionally guaranteed by Sabre
Holdings Corporation ("Sabre Holdings") and all of Sabre GLBL's
current and future restricted subsidiaries that are borrowers under
or guarantee Sabre GLBL's senior secured credit facilities under
certain of its existing credit agreements or certain other secured
indebtedness. The New Notes and the guarantees thereof will be
secured, subject to permitted liens, by a first-priority security
interest in substantially all present and hereinafter acquired
assets of Sabre GLBL and each of the guarantors (other than certain
excluded assets). The New Notes will be guaranteed by the same
parties and on the same basis, and secured by the same assets and
on the same basis, as the Existing Notes. In addition, the
covenants in the indenture for the New Notes will be substantially
the same as the covenants applicable to the Existing Notes.
The Exchange Offers will expire at 5:00
p.m., New York City time,
on September 5, 2023, unless extended
(such date and time, as it may be extended, the "Expiration Date"),
unless earlier terminated. Eligible Holders (as defined below) must
validly tender their Existing Notes at or prior to 5:00 p.m., New York
City time, on August 18, 2023,
unless extended (such date and time, as it may be extended, the
"Early Exchange Date"), to be eligible to receive the Total
Exchange Consideration (as set forth above), which includes the
Early Exchange Premium (as set forth above) for such Existing
Notes. Eligible Holders tendering Existing Notes after the Early
Exchange Date and on or before the Expiration Date will only be
eligible to receive the Exchange Consideration (as set forth
above), which will equal the Total Exchange Consideration for such
series of Existing Notes less the applicable Early Exchange
Premium.
Each Eligible Holder whose Existing Notes are accepted for
exchange will receive, in addition to the Total Exchange
Consideration or Exchange Consideration, as applicable, a cash
payment representing interest that has accrued from the most recent
interest payment date in respect of the relevant series of Existing
Notes up to, but not including, the settlement date, which is
expected to be September 7, 2023,
unless extended (such date and time, as it may be extended, the
"Settlement Date"), irrespective of whether the Existing Notes are
tendered at or prior to the Early Exchange Date or the Expiration
Date. Tenders of Existing Notes may be withdrawn from the
Exchange Offers at or prior to, but not after, 5:00 p.m., New York
City time, on August 18, 2023,
unless extended (such date and time, as it may be extended, the
"Withdrawal Deadline"). The maximum aggregate cash
consideration that we will pay in the Exchange Offers, assuming
that 100% of the holders of each series of Existing Notes validly
tender and do not validly withdraw (and we accept) their Existing
Notes by the Early Exchange Date, is approximately $129 million.
Sabre GLBL's obligation to accept for exchange the Existing
Notes validly tendered and not validly withdrawn in each Exchange
Offer is subject to the satisfaction or waiver of certain
conditions as described in the Offering Circular, including the
issuance of a minimum principal amount of $250 million (the "New Notes Issuance Minimum").
Such conditions may be waived by Sabre GLBL in its sole discretion,
subject to applicable law. Any waiver of a condition by Sabre GLBL
will not constitute a waiver of any other condition. For avoidance
of doubt, the Exchange Offer in respect of the April 2025 Notes is not conditioned on the
Exchange Offer in respect of the September
2025 Notes, or vice versa. Sabre GLBL reserves the right to
extend, amend or terminate any Exchange Offer for any reason or for
no reason. Sabre GLBL will not receive any cash proceeds from the
Exchange Offers and will not incur additional indebtedness in
excess of the aggregate principal amount of Existing Notes that are
exchanged in the Exchange Offers.
The Exchange Offers are being made only to holders of Existing
Notes that have certified, by submitting an instruction to the
clearing system, that they are either (i) "qualified institutional
buyers" as defined in Rule 144A ("Rule 144A") under the Securities
Act of 1933, as amended (the "Securities Act") or (ii) are located
outside the United States and are
not "U.S. persons" as defined in Rule 902 under the Securities Act
(such holders, "Eligible Holders"). Only Eligible Holders are
authorized to receive or review the Offering Circular or to
participate in the Exchange Offers. Non U.S.-persons may also be
subject to additional eligibility criteria.
Information Relating to the Exchange Offers
The complete terms and conditions of the Exchange Offers are set
forth in the Offering Circular. The Offering Circular
contains important information and Eligible Holders are encouraged
to read it in its entirety. The Offering Circular will only
be distributed to Eligible Holders who complete and return an
eligibility form confirming that they are either a "qualified
institutional buyer" under Rule 144A or not a "U.S. person" under
Regulation S under the Securities Act for purposes of applicable
securities laws. Holders of Existing Notes who desire to
complete an eligibility form should either visit
www.dfking.com/sabre or request instructions by sending an e-mail
to sabre@dfking.com or by calling D.F. King & Co., Inc., the
information and exchange agent for the Exchange Offers, at
(toll-free) (866) 227-7300 (toll-free) or (banks and brokers) (212)
269-5550.
None of Sabre, Sabre Holdings, Sabre GLBL, their affiliates,
their respective boards of directors and stockholders, the Exchange
Agent or Computershare Trust Company, N.A., as trustee for the
Existing Notes and New Notes, are making any recommendation as to
whether holders should tender any Existing Notes in response to the
Exchange Offers. Holders must make their own decision as to whether
to tender any of their Existing Notes, and, if so, the principal
amount of Existing Notes to tender.
This press release is for informational purposes only and is
neither an offer to buy nor a solicitation of an offer to sell any
of the New Notes or any other securities. The Exchange Offers are
not being made to holders of Existing Notes in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction.
The Exchange Offers are only being made pursuant to the Offering
Circular. Eligible Holders are strongly encouraged to read the
Offering Circular carefully because it will contain important
information.
The New Notes have not been and will not be registered under the
Securities Act and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements. The
New Notes have not been approved or disapproved by any regulatory
authority, nor has any such authority passed upon the accuracy or
adequacy of the Offering Circular.
Forward-Looking Statements
Certain statements herein are forward-looking statements about
trends, future events, uncertainties and our plans and expectations
of what may happen in the future. Any statements that are not
historical or current facts are forward-looking statements. In many
cases, you can identify forward-looking statements by terms such as
"guidance," "target," "outlook," "focus," "strategic," "on track,"
"expect," "commitment," "momentum," "opportunity," "believe,"
"confident," "upside," "optimistic," "long term," "position,"
"goal," "objective," "pipeline," "trajectory," "path," "plan,"
"progress," "likely," "future," "trend," "anticipate,"
"will," "forecast," "continue," "milestone," "scenario",
"estimate," "project," "possible," "see," "may," "could," "should,"
"would," "intend," "potential," or the negative of these terms or
other comparable terminology. Forward-looking statements involve
known and unknown risks, uncertainties and other factors that may
cause Sabre's actual results, performance or achievements to be
materially different from any future results, performances or
achievements expressed or implied by the forward-looking
statements. The potential risks and uncertainties include, among
others, our ability to realize the anticipated benefits of the
Exchange Offers and the risk that the Exchange Offers may not be
consummated, the impact of the recovery from the effects of the
global COVID-19 pandemic on our business and results of operations,
financial condition and credit ratings, as well as on the travel
industry and consumer spending more broadly, the effect of remote
working arrangements on our operations and the speed and extent of
the recovery across the broader travel ecosystem, dependency on
transaction volumes in the global travel industry, particularly air
travel transaction volumes, including from airlines' insolvency,
suspension of service or aircraft groundings, the effect and amount
of cost savings initiatives and reductions, the timing,
implementation and effects of the technology investment and other
strategic plans and initiatives, the completion and effects of
travel platforms, exposure to pricing pressure in the Travel
Solutions business, changes affecting travel supplier customers,
maintenance of the integrity of our systems and infrastructure and
the effect of any security incidents, failure to adapt to
technological advancements, competition in the travel distribution
and solutions industries, implementation of software solutions,
reliance on third parties to provide information technology
services and the effects of these services, implementation and
effects of new, amended or renewed agreements and strategic
partnerships, including anticipated savings, dependence on
establishing, maintaining and renewing contracts with customers and
other counterparties and collecting amounts due to us under these
agreements, dependence on relationships with travel buyers,
collection, processing, storage, use and transmission of personal
data and risks associated with PCI compliance, our ability to
recruit, train and retain employees, including our key executive
officers and technical employees, the financial and business
results and effects of acquisitions and divestitures of businesses
or business operations, reliance on the value of our brands, the
effects of any litigation and regulatory reviews and
investigations, adverse global and regional economic and political
conditions, including, but not limited to, recessionary or
inflationary economic conditions, risks related to the current
military conflict in Ukraine,
risks arising from global operations, reliance on the value of our
brands, the effects of new legislation or regulations or the
failure to comply with regulations or other legal requirements,
including sanctions, use of third-party distributor partners, risks
related to our significant amount of indebtedness, the effects of
the implementation of new accounting standards and tax-related
matters. The forward-looking statements are based on our
current expectations and assumptions regarding our business, the
economy and other future conditions and are subject to risks,
uncertainties and changes in circumstances that may cause events or
our actual activities or results to differ significantly from those
expressed in any forward-looking statement. Although we believe
that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee future events, results,
actions, levels of activity, performance or achievements. More
information about potential risks and uncertainties that could
materially affect our business and results of operations is
included in the "Risk Factors" and "Forward-Looking Statements"
sections of Sabre Corporation's Quarterly Report on Form 10-Q for
the quarter ended June 30, 2023,
filed with the Securities and Exchange Commission ("SEC) on
August 3, 2023 and Sabre
Corporation's Annual Report on Form 10-K for the year ended
December 31, 2022, filed with the SEC
on February 17, 2023, as well as
other risks and uncertainties specified in the "Risk Factors"
section of the Offering Circular. You should not place undue
reliance on forward-looking statements. Forward-looking statements
speak only as of the date they are made, and we undertake no
obligation to update them publicly or to revise them in light of
new information or future events.
About Sabre
Sabre Corporation is a leading software and technology company
that powers the global travel industry, serving a wide range of
travel companies including airlines, hoteliers, travel agencies and
other suppliers. The company provides retailing, distribution and
fulfillment solutions that help its customers operate more
efficiently, drive revenue and offer personalized traveler
experiences. Through its leading travel marketplace, Sabre connects
travel suppliers with buyers from around the globe. Sabre's
technology platform manages more than $260B worth of global travel spend annually.
Headquartered in Southlake, Texas,
USA, Sabre serves customers in more than 160 countries around the
world.
SABR-F
Contacts:
Media
|
Investors
|
Kristin Hays
kristin.hays@sabre.com
sabrenews@sabre.com
|
Brian
Roberts
brian.roberts@sabre.com
sabre.investorrelations@sabre.com
|
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SOURCE Sabre Corporation