Sabre Corporation Announces Early Participation Results and Upsize of the Previously Announced Exchange Offers for Certain Senior Secured Debt Securities
Rhea-AI Summary
Sabre announced the initial results of exchange offers by Sabre GLBL to swap certain outstanding 11.250% Senior Secured Notes due 2027 and 8.625% Senior Secured Notes due 2027 for new 10.750% Senior Secured Notes due 2029. The company increased the maximum exchange amount from $500 million to $800 million. Additionally, Sabre GLBL will exchange $775 million of existing senior secured term loans for new loans maturing in November 2029, with interest at term SOFR plus 600 bps or base rate plus 500 bps. The early participation results show $509.2 million of December 2027 Notes and $799.1 million of June 2027 Notes were tendered, with expected acceptance of $755.5 million total.
Positive
- Successful debt restructuring with high participation rates in exchange offers
- Extension of debt maturities from 2027 to 2029
- Increased exchange capacity from $500M to $800M showing strong demand
Negative
- New Notes carry 10.750% interest rate, higher than the June 2027 Notes' 8.625%
- New Term Loans have higher interest rates at SOFR+600bps
- Not all tendered June 2027 Notes will be accepted due to proration
News Market Reaction
On the day this news was published, SABR gained 1.63%, reflecting a mild positive market reaction.
Data tracked by StockTitan Argus on the day of publication.
Sabre further announced that it is amending its Exchange Offers to increase the Maximum Exchange Amount to
In addition, Sabre announced that Sabre GLBL will exchange
The following table sets forth the principal amount of each series of the Existing Notes that was validly tendered and not validly withdrawn as of 5:00 p.m.,
CUSIP No. / ISIN | Title of | Principal | Acceptance | Principal Amount | Principal Amount |
CUSIP: 78573NAH5 (144A); U86043AF0 |
| 1 | |||
CUSIP: 78573NAJ1 (144A); U86043AG8 |
| 2 | |||
Total |
(1) | Acceptance of the Existing Notes is subject to the Acceptance Priority Level as described below (and as defined in the Offering Circular). |
On the applicable settlement date, Existing Notes of a series having a higher Acceptance Priority Level will be accepted for exchange before any Existing Notes of a series having a lower Acceptance Priority Level.
Sabre GLBL's obligation to accept for exchange the Existing Notes validly tendered and not validly withdrawn in each Exchange Offer is subject to the satisfaction or waiver of certain conditions as described in the Offering Circular.
Assuming the satisfaction or waiver by Sabre GLBL (in its sole discretion, subject to applicable law) of such conditions to the Exchange Offers, Sabre GLBL expects to settle the exchange of the Existing Notes validly tendered at or prior to the Early Exchange Date on November 25, 2024, unless extended (such date and time, as it may be extended, the "Early Settlement Date"), by issuing New Notes in an aggregate amount of
Since the maximum aggregate principal amount of New Notes to be issued in exchange for all tendered Existing Notes would exceed the Maximum Exchange Amount (as increased), after application of the Acceptance Priority Levels, the tendered June 2027 Notes will be accepted subject to proration as described in the Offering Circular. Although the Exchange Offers are scheduled to expire at 5:00 p.m.,
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 June 2027 Notes is not conditioned on the Exchange Offer in respect of the December 2027 Notes, or vice versa. Sabre GLBL reserves the right to extend, amend or terminate any Exchange Offer for any reason or for no reason.
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
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 "
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
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," "outlook," "target," "expect, " "anticipate," "on track," "continue," "believe," "momentum," "position," "continue," "progress," "confident," "trend," "plan," "recurring," "trajectory," "pipeline," "opportunity," "potential," "positioned," "benefit," "goal," "confident," "indicate," "optimistic," "will," "forecast," "strategy," "estimate," "project," "may," "should," "would," "intend," or the negative of these terms, where applicable, 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 proposed term loan exchange transaction and the risk that the Exchange Offers and the proposed term loan exchange transaction may not be consummated, 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, the timing, implementation and effects of our growth strategies and technology transformation, 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, our ability to recruit, train and retain employees, competition in the travel distribution industry and solutions industry, failure to adapt to technological advancements, implementation of software solutions, implementation and effects of new, amended or renewed agreements and strategic partnerships, 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, the ability to achieve our cost savings and efficiency goals and the effects of these goals, our collection, processing, storage, use and transmission of personal data and risks associated with PCI compliance, the effects of cost savings initiatives, the effects of new legislation or regulations or the failure to comply with regulations or other legal requirements, use of third-party distributor partners, the financial and business results and effects of acquisitions and divestitures of businesses or business operations, reliance on the value of our brands, reliance on third parties to provide information technology services and the effects of these services, the effects of any litigation, regulatory reviews and investigations, adverse global and regional economic and political conditions, risks related to global conflicts, risks arising from global operations, risks related to our significant amount of indebtedness, including increases in interest rates and our ability to refinance our debt, and tax-related matters.
More information about potential risks and uncertainties that could 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 September 30, 2024, filed with the Securities and Exchange Commission ("SEC") on October 31, 2024 and Sabre Corporation's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 15, 2024, as well as other risks and uncertainties specified in the "Risk Factors" section of the Offering Circular. 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, Sabre undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.
About Sabre
Sabre Corporation is a software and technology company that takes on the biggest opportunities and solves the most complex challenges in travel. The Company connects travel suppliers and buyers around the globe and across the ecosystem through innovative products and next-generation technology solutions. Sabre harnesses speed, scale and insights to build tomorrow's technology today – empowering airlines, hoteliers, agencies and other partners to retail, distribute and fulfill travel worldwide. Headquartered in
SABR-F
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SOURCE Sabre Corporation
FAQ
What is the new maximum exchange amount for Sabre's (SABR) debt exchange offer?
What interest rate will Sabre's (SABR) new 2029 secured notes carry?
When is the expected settlement date for Sabre's (SABR) exchange offers?
How much of Sabre's (SABR) existing term loans will be exchanged?
