SOUTHLAKE, Texas, Sept. 7,
2023 /PRNewswire/ -- Sabre Corporation ("Sabre")
(NASDAQ: SABR) today announced the settlement of the previously
announced exchange offers (each, an "Exchange Offer" and together,
the "Exchange Offers") by Sabre GLBL Inc. ("Sabre GLBL"), a
wholly-owned subsidiary of Sabre, for 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),
and the issuance of Sabre GLBL's new 8.625% Senior Secured
Notes due 2027 (the "New Notes" and together with the Existing
Notes, the "Securities").
The Exchange Offers expired at 5:00
p.m., New York City time,
on September 5, 2023 (the "Expiration
Date"). Approximately $776 million
and $66 million of September 2025 Notes and April 2025 Notes, respectively, were validly
tendered and not validly withdrawn as of the early exchange date
and withdrawal deadline, which expired at 5:00 p.m., New York
City time, on August 18, 2023,
and a further approximately $11
million and $0.1 million of
September 2025 Notes and April 2025 Notes, respectively, were validly
tendered as of the Expiration Date. In total, approximately
$787 million and $66 million of September
2025 Notes and April 2025
Notes, respectively, were exchanged by Sabre GLBL on
September 7, 2023 (the "Settlement
Date").
On the Settlement Date, Sabre GLBL issued approximately
$853 million in New Notes and paid
approximately $115 million in cash to
Eligible Holders (as defined below) whose Existing Notes were
accepted for exchange in the Exchange Offers. Holders whose
Existing Notes were accepted for exchange also received 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.
The transaction strengthens Sabre's balance sheet by refinancing
more than 89% of its consolidated 2025 debt maturities (excluding
its account receivables facility and outstanding senior
exchangeable notes).
"We are extremely pleased that this transaction, along with the
recently completed cash tender offer, have successfully reduced our
2025 maturities by over $1.5 billion.
We believe this will provide us meaningful flexibility as we
continue to focus on executing our growth strategies and delivering
on our priorities," said Mike Randolfi, Executive Vice
President and CFO of Sabre.
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.
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 are 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 Exchange Offers were 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 not "U.S.
persons" as defined in Rule 902 under the Securities Act and are
located outside the United States
(such holders, "Eligible Holders").
BofA Securities, Inc., Citigroup Global Markets Inc. and Perella
Weinberg Partners LP served as dealer managers, and Davis Polk & Wardwell LLP served as legal
counsel to Sabre on this transaction. Latham & Watkins LLP
served as legal counsel to the dealer managers. D.F. King &
Co., Inc. served as the exchange agent on this transaction.
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 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 relating to the Exchange Offers and the New Notes.
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, 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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