Sabre Announces Issuance of $150.0 Million of 7.00% Exchangeable Senior Notes due 2031

Sabre (NASDAQ:SABR) announced $150.0 million of 7.00% Exchangeable Senior Notes due 2031, issued by Sabre GLBL and guaranteed by Sabre entities.

Rhea-AI Summary

Sabre (NASDAQ:SABR) announced $150.0 million of 7.00% Exchangeable Senior Notes due 2031, issued by Sabre GLBL and guaranteed by Sabre entities.

Sabre plans to use proceeds to repurchase $100.0 million of 7.32% notes due 2026 and later retire remaining existing exchangeable notes, targeting no incremental net debt.

Positive

• $150.0 million 7.00% exchangeable senior notes due 2031 issued via Rule 144A
• Plans to repurchase $100.0 million of 7.32% exchangeable notes due 2026 at par
• Company intends to use remaining proceeds to retire all existing 2026 exchangeable notes
• New notes’ 7.00% coupon is below existing notes’ 7.32% coupon
• Initial exchange price set at approximately $2.24, a 30% premium to $1.72 share price

Negative

• Initial exchange rate of 447.2272 shares per $1,000 implies potential equity dilution
• Holders may require cash repurchase of notes on May 15, 2029 at par plus interest
• Fundamental change events could trigger additional cash repurchase obligations at par plus interest
• Hedging activity by note holders could decrease or limit increases in SABR share and note prices
• Notes and underlying shares are unregistered and limited to qualified and institutional accredited investors

Argus May 14 session

-8.14% close to close Open Argus

Details

News Market Reaction – SABR

On May 14, the day this news came out, SABR closed 8.14% below the previous close.

Data tracked by StockTitan Argus for the May 14 session.

Market Context

On May 14, the day this news came out, the stock closed 8.1% below the previous close. A negative re...

Analysis

On May 14, the day this news came out, the stock closed 8.1% below the previous close. A negative reaction despite the stated goal of no incremental indebtedness fits concerns about refinancing costs and future equity overhang. The new 7.00% exchangeable notes, with an initial exchange price of $2.24 versus a last sale of $1.72, introduce potential dilution and hedging-related selling pressure. Compared with prior positive responses to AI and earnings updates, this balance-sheet transaction may have been viewed more cautiously by shareholders.

Key Figures

New notes principal: $150.0 million Coupon rate: 7.00% Existing notes repurchase: $100.0 million +5 more

New notes principal

$150.0 million

Aggregate principal amount of 7.00% Exchangeable Senior Notes due 2031

Coupon rate

7.00%

Interest rate on new Exchangeable Senior Notes, paid semi-annually

Existing notes repurchase

$100.0 million

Planned repurchase of 7.32% exchangeable senior notes due 2026 at par

Existing notes coupon

7.32%

Coupon on Sabre GLBL’s outstanding exchangeable senior notes due 2026

Initial exchange rate

447.2272 shares per $1,000

Conversion rate for new Exchangeable Senior Notes into common stock

Initial exchange price

$2.24 per share

Implied common stock price in exchange feature of new notes

Last sale price

$1.72 per share

Last reported sale price on May 13, 2026 used for exchange premium

Exchange premium

30.00%

Premium of initial exchange price over last reported sale price

Historical Context

5 past events · Latest: May 07

5 events

1. May 07

   Earnings materials posted

   24h Move

   +13.1%

   Q1 2026 earnings release and presentation posted with webcast details.

2. Apr 16

   Earnings call announced

   24h Move

   -1.1%

   Announcement of upcoming Q1 2026 earnings conference call webcast.

3. Mar 10

   Executive appointment

   24h Move

   +1.2%

   Appointment of new Chief Commercial Officer to drive airline tech platform.

4. Mar 05

   Governance agreement

   24h Move

   -1.9%

   Strategic governance agreement with Constellation and board appointment.

5. Mar 03

   AI platform launch

   24h Move

   +11.8%

   Unveiling of AI‑first Sabre Mosaic platform and major tech partnerships.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

exchangeable senior notes, qualified institutional buyers, rule 144a, institutional accredited investors, +3 more

7 terms

exchangeable senior notes financial

"announced the issuance of a new series of 7.00% Exchangeable Senior Notes due 2031"

Exchangeable senior notes are loans a company issues that promise regular interest payments and have priority over other debts, but can be swapped by the holder for shares of a different company. Think of it as lending money with an option to trade the loan for someone else’s stock; investors weigh the steady income and higher repayment priority against the chance of receiving shares that dilute ownership or fluctuate in value. These features affect a company’s credit risk, potential dilution, and appeal to different investors.

qualified institutional buyers financial

"with certain investors who are qualified institutional buyers pursuant to Rule 144A"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

rule 144a regulatory

"qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

institutional accredited investors financial

"and institutional accredited investors. Certain of these investors are existing"

Large financial organizations—such as banks, pension funds, insurance companies, endowments and asset managers—that meet regulatory criteria based on size or experience to buy private, complex, or otherwise restricted securities. They matter to investors because their participation brings big pools of capital, often affects pricing and liquidity, and signals confidence or concern in an offering the way a well-known backer can sway public opinion about a new product.

fundamental change financial

"if a "Fundamental Change" (as will be defined in the indenture for the New Exchangeable Notes) occurs"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

indenture financial

"as will be defined in the indenture for the New Exchangeable Notes"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

derivative positions financial

"sell shares of Common Stock and/or enter into various derivative positions with respect to shares"

Derivative positions are contracts that derive their value from an underlying asset—such as a stock, bond, currency or commodity—and include instruments like options, futures and swaps. Think of them as bets or insurance tied to an asset’s future price: they let investors amplify returns, hedge risk or take exposure without owning the asset directly, which can meaningfully increase potential gains, losses and volatility in a portfolio.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SOUTHLAKE, Texas, May 14, 2026 /PRNewswire/ -- Sabre Corporation ("Sabre") today announced the issuance of a new series of 7.00% Exchangeable Senior Notes due 2031 in an aggregate principal amount of $150.0 million (the "New Exchangeable Notes") by Sabre GLBL Inc., its wholly-owned subsidiary ("Sabre GLBL"), that will be fully and unconditionally guaranteed by Sabre and Sabre Holdings Corporation, its wholly-owned subsidiary ("Sabre Holdings" and, together with Sabre and Sabre GLBL, the "Sabre Entities").

As part of the transaction, the Sabre Entities have entered into privately negotiated purchase agreements (the "Purchase Agreements") with certain investors who are qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and institutional accredited investors. Certain of these investors are existing stockholders of Sabre. Pursuant to the Purchase Agreements, the investors will purchase $150.0 million in aggregate principal amount of New Exchangeable Notes for gross proceeds to Sabre GLBL of $150.0 million. Substantially concurrently with the issuance of the New Exchangeable Notes, the Sabre Entities intend to use a portion of the net proceeds to fund the repurchase of $100.0 million in aggregate principal amount of Sabre GLBL's outstanding 7.32% exchangeable senior notes due 2026 (the "Existing Exchangeable Notes"), at par plus accrued and unpaid interest. The Sabre Entities intend to use the remaining net proceeds to repay, repurchase or otherwise retire from time to time the remaining Existing Exchangeable Notes, ultimately resulting in no incremental indebtedness being incurred as a result of this transaction.

The issuance of the New Exchangeable Notes is expected to settle on or about May 18, 2026, subject to customary closing conditions.

The New Exchangeable Notes will be senior, unsecured obligations of Sabre GLBL. The New Exchangeable Notes will accrue interest payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2026, at a rate of 7.00% per year. The New Exchangeable Notes will mature on May 15, 2031 (the "Maturity Date"), unless earlier repurchased, redeemed or exchanged. Before November 15, 2030, noteholders will have the right to exchange their New Exchangeable Notes only upon the occurrence of certain events. From and after November 15, 2030, noteholders may exchange their New Exchangeable Notes at any time at their election until the close of business on the second scheduled trading day immediately before the Maturity Date. Sabre GLBL will have the right to elect to settle exchanges in cash, shares of Sabre's common stock, $0.01 par value per share (the "Common Stock"), or in a combination of cash and Common Stock at Sabre GLBL's election. Upon exchange of any New Exchangeable Note, the exchange value will be determined over a period of multiple trading days. The initial exchange rate is 447.2272 shares of Common Stock per $1,000 principal amount of the New Exchangeable Notes, which represents an initial exchange price of approximately $2.24 per share of Common Stock. The initial exchange price represents a premium of approximately 30.00% over the last reported sale price of $1.72 per share of Common Stock on May 13, 2026. The exchange rate and exchange price will be subject to adjustment upon the occurrence of certain events.  Subject to certain conditions and limitations, on or after May 21, 2029, Sabre GLBL may redeem for cash all or any portion of the New Exchangeable Notes at a redemption price equal to 100% of the principal amount of the New Exchangeable Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of the Common Stock has been at least 130% of the exchange price then in effect for a specified period of time ending on, and including, the trading day immediately before the date Sabre GLBL provides the notice of redemption.

Holders of New Exchangeable Notes may require Sabre GLBL to repurchase for cash all or any portion of their New Exchangeable Notes on May 15, 2029, at a repurchase price equal to 100% of the principal amount of the New Exchangeable Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the date of repurchase. In addition, if a "Fundamental Change" (as will be defined in the indenture for the New Exchangeable Notes) occurs, then, subject to a limited exception, holders of the New Exchangeable Notes may require Sabre GLBL to repurchase their New Exchangeable Notes for cash. The repurchase price will be equal to the principal amount of the New Exchangeable Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

In connection with the issuance of the New Exchangeable Notes, Sabre expects that initial holders of the New Exchangeable Notes may seek to sell shares of Common Stock and/or enter into various derivative positions with respect to shares of Common Stock to establish hedge positions with respect to the New Exchangeable Notes. This activity could decrease (or reduce the size of any increase in) the market price of shares of Common Stock, the Existing Exchangeable Notes or the New Exchangeable Notes at that time. 

The issuance of the New Exchangeable Notes and any shares of Common Stock deliverable upon exchange of the New Exchangeable Notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the New Exchangeable Notes and any such shares of Common Stock cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the New Exchangeable Notes or any shares of Common Stock deliverable upon exchange of the New Exchangeable Notes, nor will there be any sale of the New Exchangeable Notes or any such shares of Common Stock, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

Forward-Looking Statements

This press release includes 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 "outlook," "pro forma," "believe," "momentum," "confidence," "position," "plan," "expect," "encouraged," "focus," "optimistic," "anticipate," "will," "long-term," "sustainable," "growth," "accelerate," "potential," "opportunity," "goal," "estimate," "commitment," "temporary," "continue," "progress," "possible," "outcome," "assume," "challenge," "enhance," "guidance," "strategy," "on track," "objective," "target," "pipeline," "trajectory," "benefit," "forecast," "estimate," "project," "may," "should," "would," "intend," or the negative of these terms, where applicable, or other comparable terminology, including statements relating to the consummation of the issuance of the New Exchangeable Notes. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. More information about the potential risks and uncertainties that could affect our business and results of operations is included in the "Risk Factors" and "Forward-Looking Statements" sections in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 18, 2026, and in our other filings with the SEC. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, outlook, guidance, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. Unless required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.

About Sabre

Powering the agentic revolution in travel. Sabre is an AI-native technology leader, backed by one of the world's largest travel data clouds. With AI at its core and operating at unparalleled scale, Sabre transforms insights into innovation, empowering airlines, hoteliers, agencies and other partners to retail, distribute and fulfill travel worldwide. Sabre is built on an open, modular, cloud-native architecture and serves as the backbone for both established leaders and bold, new disruptors, guiding them to the next age of travel retailing through intelligent, connected, and personalized experiences.

SABR-F

Contacts:

Media	Investors
Cassidy Smith-Broyles cassidy.smith-broyles@sabre.com sabrenews@sabre.com	Roushan Zenooz sabre.investorrelations@sabre.com

 

 

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SOURCE Sabre Corporation

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Sabre (SABR) announce about its $150 million 7.00% exchangeable senior notes due 2031?

Sabre announced $150 million of 7.00% Exchangeable Senior Notes due 2031 issued by Sabre GLBL. According to Sabre, the notes are senior unsecured obligations guaranteed by Sabre entities, with interest paid semi-annually and maturity on May 15, 2031, unless earlier repurchased, redeemed, or exchanged.

How will Sabre (SABR) use the proceeds from the new 7.00% exchangeable notes issued in May 2026?

Sabre plans to use the proceeds mainly to refinance existing exchangeable notes. According to Sabre, $100 million of 7.32% notes due 2026 will be repurchased at par, with remaining proceeds intended to repay or retire the balance, aiming for no incremental indebtedness from this transaction.

What is the initial exchange rate and premium for Sabre’s (SABR) 7.00% exchangeable senior notes due 2031?

The initial exchange rate is 447.2272 Sabre common shares per $1,000 principal amount of notes. According to Sabre, this equals an initial exchange price of about $2.24 per share, a premium of roughly 30% over the $1.72 closing share price on May 13, 2026.

When can investors exchange or redeem Sabre’s (SABR) 7.00% exchangeable senior notes due 2031?

Before November 15, 2030, exchanges are allowed only upon certain events; afterward, exchanges are allowed anytime until shortly before maturity. According to Sabre, holders may also require repurchase on May 15, 2029, and Sabre GLBL may redeem notes on or after May 21, 2029, if price conditions are met.

What are the potential share price impacts of Sabre’s (SABR) new exchangeable senior notes offering?

Sabre expects some initial holders may sell shares or use derivatives to hedge the notes, which could pressure the stock. According to Sabre, this hedging activity could decrease, or reduce the size of any increase in, the prices of SABR stock and both exchangeable note series.

Who is eligible to purchase Sabre’s (SABR) 7.00% exchangeable senior notes due 2031, and are they registered?

The notes are offered only to qualified institutional buyers under Rule 144A and institutional accredited investors. According to Sabre, the notes and any exchange shares are not registered under the Securities Act and may be sold only under applicable registration exemptions.