Sabre Corporation Announces Early Participation Results of the Previously Announced Exchange Offers for Certain Senior Secured Debt Securities and Extends the Related Early Exchange Premium through the Expiration Date

Rhea-AI Summary

Sabre (Nasdaq: SABR) announced initial results of exchange offers to swap certain 2027 and 2029 senior secured notes for new 10.750% senior secured notes due 2030 and extended an Early Exchange Premium for 2027 notes through the December 19, 2025 expiration. As of the Early Exchange Date, $956.492M of Existing Notes were tendered and $658.949M are expected to be accepted, with aggregate expected consideration of $244.6M cash and $468.6M New Notes. The 2029 exchange hit its $379M cap and will be prorated (~56.07%). Sabre also announced a $375M term loan refinancing priced at SOFR+CSA+625 bps, maturing July 30, 2029, expected to close December 8, 2025.

Positive

• Aggregate expected consideration: $244.6M cash
• Aggregate expected consideration: $468.6M New Notes
• $379M 2029 Notes maximum exchange amount reached
• Term loan refinancing of $375M priced at SOFR+CSA+625 bps

Negative

• 2029 Notes acceptance subject to ~56.07% proration
• Sabre may not accept any 2029 Notes tendered after Early Exchange Date
• Exchange Offers contingent on satisfaction or waiver of financing conditions

Key Figures

June 2027 coupon 8.625% Senior Secured Notes due 2027 being exchanged

December 2027 coupon 11.250% Senior Secured Notes due 2027 being exchanged

New Notes coupon 10.750% Senior Secured Notes due 2030 issued in exchange offers

Early Exchange Premium $75 Cash premium per $1,000 principal 2027 Notes tendered by Expiration Date

Total Consideration cash $755 Cash per $1,000 principal amount of 2027 Notes tendered

Total Consideration New Notes $320 Principal amount of New Notes per $1,000 2027 Notes

2029 Notes Max Exchange $379 million Maximum aggregate principal of 2029 Notes accepted for exchange

Refinanced Term Loans $375 million Aggregate amount of senior secured term loans to be refinanced

Market Reality Check

$1.67 Last Close

Volume Volume 4,231,262 is below the 20-day average of 5,566,765, suggesting no outsized positioning ahead of the exchange update. normal

Technical Shares at 1.67 are trading below the 200-day MA of 2.48, reflecting a pressured longer-term trend.

Peers on Argus

Peers in Software - Infrastructure show mixed moves (e.g., CGNT +0.47%, AIOT -1.07%, PSFE +1.36%), indicating SABR’s action is more company-specific than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 20	Notes pricing	Neutral	+1.9%	Priced $1.0B of 11.125% senior secured notes due 2029 for refinancing.
Nov 20	Debt exchange launch	Neutral	-2.5%	Announced exchange offers into new 10.750% senior secured notes due 2030.
Nov 20	Notes offering	Neutral	-2.5%	Announced intent to offer $1.0B of senior secured notes for debt actions.
Nov 20	AI product launch	Positive	-2.5%	Launched SabreMosaic Concierge IQ generative AI solution for airlines.
Nov 10	Airline partnership	Positive	+0.0%	Ethiopian Airlines adopted SabreMosaic Airline Retailing for offer-order transformation.

Pattern Detected

Recent headlines mix balance-sheet actions and product wins; notably, positive commercial/AI news sometimes coincided with flat or negative price moves.

Recent Company History

Over recent months, Sabre combined operational progress with significant balance-sheet activity. A Q3 2025 10-Q showed improved operating income but highlighted a leveraged capital structure. On Nov 20, 2025, Sabre launched and priced $1.0 billion of senior secured notes due 2029 and commenced exchange offers into new 2030 notes with a $379 million cap for 2029 exchanges. Concurrently, AI and airline-retailing announcements (Concierge IQ and Ethiopian Airlines) underscored product innovation. Today’s exchange-offer update and term-loan refinancing continue this focus on restructuring secured debt maturities and terms.

Market Pulse Summary

This announcement updates participation in Sabre’s debt exchange offers and outlines a planned refinancing of $375 million in senior secured term loans, extending maturity to 2029 and setting pricing at SOFR + CSA + 625 bps. It confirms the $379 million cap on exchanging 2029 notes has been reached and details cash and New Notes consideration to early tendering holders. Investors may watch completion of the related financing, remaining debt structure, and future interest burdens.

Key Terms

senior secured notes financial

"8.625% Senior Secured Notes due 2027 (the "June 2027 Notes")"

Senior secured notes are a type of loan that a company borrows by issuing bonds, which are like IOUs. They are called "secured" because the company promises to give lenders specific assets, like property or equipment, if it can't pay back the loan. This makes them safer for investors and often means the company pays lower interest rates.

exchange offers financial

"announced the initial results of the previously announced exchange offers"

An exchange offer is a proposal by a company to swap its existing financial instruments, like bonds or debt, for new ones, often with different terms or maturity dates. For investors, it provides a chance to adjust their holdings, often aiming for better returns or more favorable conditions, while helping the company manage its finances more effectively.

qualified institutional buyers regulatory

"that they are either (i) "qualified institutional buyers" as defined in 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

"as defined in Rule 144A ("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.

regulation s regulatory

"or not a "U.S. person" under Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

sofr financial

"modify the pricing on the Refinanced Term Loans to SOFR + CSA + 625 bps"

The Secured Overnight Financing Rate (SOFR) is a market benchmark that measures the cost of borrowing cash overnight using U.S. Treasury securities as collateral. Investors watch SOFR because it acts like a speedometer for short-term interest costs—affecting loan rates, bond yields and the pricing of interest-rate contracts—so movements change borrowing expenses, cash returns and the value of interest-sensitive investments.

bps financial

"pricing on the Refinanced Term Loans to SOFR + CSA + 625 bps"

bps stands for "basis points," a unit equal to one hundredth of a percentage point (0.01%). Investors and analysts use bps to describe small changes in interest rates, yields, fees, or margins without confusing decimals — for example, a 50 bps move means a 0.50% change. Using bps makes it easier to compare and communicate tiny but meaningful shifts that can significantly affect bond prices, loan costs, or investment returns.

offering circular regulatory

"subject to the conditions described in the confidential offering circular"

An offering circular is a formal disclosure document provided to potential investors when a company or issuer makes securities available for sale. It lays out what is being sold, the price and terms, key financial facts, management background, intended use of proceeds and the main risks — like the product label and instruction manual for an investment. Investors use it to compare options and judge whether the risk and potential return fit their needs.

AI-generated analysis. Not financial advice.

SOUTHLAKE, Texas, Dec. 5, 2025 /PRNewswire/ -- Sabre Corporation ("Sabre") (Nasdaq: SABR) today announced the initial results 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, to exchange (i) any and all of its outstanding 8.625% Senior Secured Notes due 2027 (the "June 2027 Notes") and 11.250% Senior Secured Notes due 2027 (the "December 2027 Notes" and, together with the June 2027 Notes, the "2027 Notes") and (ii) up to the 2029 Notes Maximum Exchange Amount (as defined below) of its 10.750% Senior Secured Notes due 2029 (the "2029 Notes" and, together with the 2027 Notes, the "Existing Notes" and, each of them, a "series" of Existing Notes) for Sabre GLBL's new 10.750% Senior Secured Notes due 2030 (the "New Notes"), upon the terms and subject to the conditions described in the confidential offering circular, dated as of November 20, 2025, for the Exchange Offers (as it may be amended or supplemented, including by this press release, the "Offering Circular").

Sabre GLBL is also amending the Exchange Offers for each of the 2027 Notes by offering the "Early Exchange Premium" of $75 in cash in respect of all 2027 Notes that are validly tendered by 5:00 p.m., New York City time, on December 19, 2025 (such date and time, as it may be extended, the "Expiration Date"), and that are accepted for exchange, regardless of whether such 2027 Notes were tendered before or after 5:00 p.m., New York City time, on December 4, 2025 the "Early Exchange Date"). Accordingly, Eligible Holders (as defined below) who tender their 2027 Notes after the Early Exchange Date but before the Expiration Date will be eligible to receive the applicable "Total Consideration", which is $755 in cash and $320 principal amount of New Notes per $1,000 principal amount of 2027 Notes. Except for this amendment, no other terms of the Exchange Offers are being amended.

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., New York City time, on the Early Exchange Date, according to information provided by D.F. King, the information and exchange agent for the Exchange Offers (the "Exchange Agent"):

CUSIP No./ ISIN	Title of Security	Principal Amount Outstanding	Offering being made	Principal Amount Tendered by the Early Exchange Date	Principal Amount Expected to be Accepted for Exchange
CUSIP: 78573NAJ1 (144A);   U86043AG8 (Reg. S) / ISIN:   US78573NAJ19 (144A);   USU86043AG86 (Reg. S)..............	8.625% Senior Secured Notes due 2027	$331,783,000	Any and all	$235,986,000	$235,944,000
CUSIP: 78573NAH5 (144A);   U86043AF0 (Reg. S) / ISIN:   US78573NAH52 (144A);   USU86043AF04 (Reg. S)...............	11.250% Senior Secured Notes due 2027	$45,814,000	Any and all	$44,014,000	$44,006,000
CUSIP: 78573NAL6 (144A);   U86043AJ2 (Reg. S) / ISIN:   US78573NAL64 (144A);   USU86043AJ26 (Reg. S)...............	10.750% Senior Secured Notes due 2029	$824,714,000	Up to $379 million(1)	$676,492,000	$378,999,000
Total		$1,202,311,000		$956,492,000	$658,949,000

__________________

(1)	The maximum aggregate principal amount of New Notes that Sabre GLBL will issue in the Exchange Offer for the 2029 Notes equals to the 2029 Notes Maximum Exchange Amount as described below.

The maximum aggregate principal amount of New Notes that Sabre GLBL will issue in the Exchange Offer for the 2029 Notes equals to $379 million (as such amount may be amended by Sabre GLBL in its sole discretion, the "2029 Notes Maximum Exchange Amount"), which has been met as of the Early Exchange Date.

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 consummation of a previously announced financing.

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 pay the cash consideration and deliver the New Notes in respect of the Existing Notes validly tendered at or prior to the Early Exchange Date on December 8, 2025, unless extended (such date and time, as it may be extended, the "Early Settlement Date"), in aggregate amounts of $244.6 million in cash and $468.6 million in New Notes. Eligible Holders whose Existing Notes are accepted for exchange will be paid the accrued and unpaid interest, if any, on the Existing Notes to, but not including, the Early Settlement Date. The New Notes will be issued in minimum denominations of $2,000 and $1,000 increments thereof. Sabre GLBL will not accept tenders of Existing Notes for exchange if it would result in less than the minimum denomination of $2,000 principal amount of New Notes being issued to tendering holders.

Since the maximum aggregate principal amount of New Notes to be issued in exchange for all the tendered 2029 Notes would exceed the 2029 Notes Maximum Exchange Amount, the tendered 2029 Notes will be accepted subject to a proration factor of approximately 56.07%. Although the Exchange Offers are scheduled to expire on the Expiration Date), since 2029 Notes have been validly tendered such that the maximum aggregate principal amount of New Notes to be issued in exchange for all such tendered 2029 Notes would exceed the 2029 Notes Maximum Exchange Amount, Sabre GLBL does not expect to accept for exchange any 2029 Notes tendered after the Early Exchange Date.

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 one series of Existing Notes is not conditioned on the Exchange Offer in respect of another series of Existing Notes, or vice versa. Sabre GLBL reserves the right to extend, amend or terminate any Exchange Offer for any reason or for no reason.

In addition, Sabre announced that Sabre GLBL will refinance certain of its existing senior secured term loans (the "Refinanced Term Loans") into two tranches in an aggregate amount of $375 million (including any premium to be paid in the form of new debt) pursuant to an amendment (the "Term Loan Refinancing Amendment") to Sabre GLBL's existing credit agreement. The Term Loan Refinancing Amendment will, among other things, extend the maturity of the Refinanced Term Loans to July 30, 2029 and modify the pricing on the Refinanced Term Loans to SOFR + CSA + 625 bps. This refinancing is expected to close on December 8, 2025, subject to customary closing conditions.

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.

BofA Securities is serving as Sole Dealer Manager for the Exchange Offers. Perella Weinberg Partners is serving as Capital Markets Advisor to Sabre.

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) (800) 578-5378 or (banks and brokers) (646) 981-1288.

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.

About Sabre

Sabre Corporation is a leading technology company that takes on the biggest opportunities and solves the most complex challenges in travel. 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 Southlake, Texas, USA, with employees across the world, Sabre serves customers in more than 160 countries globally.

Forward-Looking Statements

Statements made in this press release that are not descriptions of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on management's current expectations and assumptions and are subject to risks and uncertainties. Any statements that are not historical or current facts are forward-looking statements, including those related to the terms, timing and completion of the Exchange Offers. In many cases, you can identify forward-looking statements by terms such as "expect," "guidance," "outlook," "trend," "pro forma," "on course," "on track," "target," "potential," "benefit," "goal," "believe," "plan," "confident," "anticipate," "indicate," "trend," "position," "optimistic," "will," "forecast," "continue," "strategy," "estimate," "project," "may," "should," "would," "intend," 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, the related financing and other transactions and the risk that any of the Exchange Offers or such transactions may not be consummated in the manner described herein or at all will be consummated on the terms described herein or at all. 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 in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025, our Quarterly Report on Form 10-Q filed with the SEC on November 5, 2025, 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.

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

What did Sabre (SABR) announce on December 5, 2025 regarding note exchanges?

Sabre announced initial results of exchange offers to replace certain 2027 and 2029 notes with new 2030 notes and extended the Early Exchange Premium for 2027 notes through December 19, 2025.

How much of Sabre's Existing Notes were tendered and expected accepted as of the Early Exchange Date?

Holders tendered $956.492M of Existing Notes and $658.949M are expected to be accepted.

What is the cash and new-note consideration Sabre expects to pay for accepted tenders?

Sabre expects to pay $244.6M in cash and deliver $468.6M in New Notes for Early Exchange Date tenders.

Why will 2029 note tenders be prorated for Sabre (SABR)?

The 2029 exchange hit the $379M maximum issuance cap, triggering an approximate 56.07% proration.

What are the key terms of Sabre's announced term loan refinancing?

Sabre will refinance into $375M of term loans maturing July 30, 2029 at pricing of SOFR+CSA+625 bps, expected to close December 8, 2025.

Will holders who tender 2027 notes after December 4 still receive the Early Exchange Premium?

Yes; 2027 notes validly tendered by 5:00 p.m. ET on December 19, 2025 and accepted will receive the $75 Early Exchange Premium.