Sabre Corporation Announces Expiration and Results of the Previously Announced Exchange Offers for Certain Senior Secured Debt Securities

Rhea-AI Summary

Sabre (Nasdaq: SABR) announced expiration of exchange offers for certain senior secured notes, which expired on Dec 19, 2025. Sabre GLBL offered new 10.750% Senior Secured Notes due 2030 in exchange for outstanding 2027 and 2029 secured notes.

Aggregate tendered principal totaled $960,974,000, and Sabre accepted or expects to accept an aggregate $663,431,000 for exchange. The maximum $379 million issuance capacity for 2029 note exchanges was reached on Dec 4, 2025. Early settlements for accepted exchanges occurred on Dec 8, 2025, and remaining accepted 2027 notes are expected to settle on Dec 23, 2025.

Positive

• Aggregate principal tendered: $960,974,000
• Accepted or expected accepted principal for exchange: $663,431,000
• Maximum $379,000,000 cap for 2029 exchanges met on Dec 4, 2025
• Early settlements for accepted exchanges completed on Dec 8, 2025

Negative

• Significant cash component for 2027 note exchanges: $755 cash per $1,000 principal for certain series
• Remaining accepted 2027 notes require final acceptance and settlement on Dec 23, 2025, subject to conditions

Key Figures

June 2027 Notes outstanding $331,783,000 Principal amount outstanding prior to exchange offers

December 2027 Notes outstanding $45,814,000 Principal amount outstanding prior to exchange offers

2029 Notes outstanding $824,714,000 Principal amount outstanding prior to exchange offers

2029 Notes exchange cap $379,000,000 Maximum aggregate principal of New Notes issuable for 2029 Notes

Total Existing Notes outstanding $1,202,311,000 Aggregate principal prior to commencement of exchange offers

Total tendered Existing Notes $960,974,000 Aggregate principal amount tendered by expiration

Total accepted for exchange $663,431,000 Aggregate principal amount accepted or expected to be accepted

Coupon on New Notes 10.750% Interest rate on new senior secured notes due 2030

Market Reality Check

$1.48 Last Close

Volume Volume 10,358,138 is 1.62x the 20-day average of 6,403,214, indicating elevated pre-news activity. high

Technical Shares at $1.48 were trading below the $2.34 200-day MA and 68.03% below the 52-week high.

Peers on Argus

Peers showed mixed moves: CGNT -0.63%, CINT -1.47%, while AIOT +3.68% and PSFE +4.29%. With SABR down 2.63% pre-announcement and no broad, same-direction move across 2+ peers, trading appeared more stock-specific than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 08	AI strategy update	Positive	-8.0%	Outlined seven AI-driven travel retailing transformations and platform scale metrics.
Dec 05	Debt exchange update	Neutral	-2.4%	Reported early exchange participation, extended early premium and announced term loan refinancing.
Nov 20	Notes pricing	Neutral	+1.9%	Priced $1.0B of 11.125% senior secured notes due 2029 to refinance existing debt.
Nov 20	Exchange offers launch	Neutral	-2.5%	Announced commencement of exchanges of 2027/2029 notes into new 2030 notes.
Nov 20	Notes offering plan	Negative	-2.5%	Announced intention to offer $1.0B senior secured notes to address existing indebtedness.

Pattern Detected

Recent financing and balance sheet actions (note offerings and exchanges) mostly saw price moves aligned with the generally cautious tone, while a positive AI/strategy update drew a notably negative reaction.

Recent Company History

Over the past few months, Sabre has focused heavily on debt management and strategic repositioning. On Nov 20, it launched exchange offers and a $1.0B private notes deal, followed by pricing $1.0B 11.125% senior secured notes due 2029. Early exchange results and a $375M term loan refinancing were detailed on Dec 5. Alongside these balance sheet moves, Sabre highlighted AI-driven travel retailing advances and continues to manage a leveraged capital structure documented in recent 10-Q filings. Today’s exchange offer completion fits into this ongoing refinancing path.

Market Pulse Summary

This announcement details final participation in Sabre GLBL’s exchange offers, covering $1.202B of Existing Notes with $960.974M tendered and $663.431M accepted. It follows earlier launches and interim results of the same offers, as well as new secured note issuances highlighted in recent filings. Investors tracking Sabre’s balance sheet may focus on how these exchanges interact with disclosed leverage, interest expense and refinancing activity in the latest 10-Qs.

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 that the previously announced exchange offers (each, an "Exchange Offer" and together, the "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.

offering circular regulatory

"subject to the conditions described in the confidential offering circular, dated as of November 20, 2025"

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.

cusip financial

"CUSIP: 78573NAJ1 (144A); U86043AG8 (Reg. S) /ISIN:"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

isin financial

"CUSIP: 78573NAJ1 (144A); U86043AG8 (Reg. S) /ISIN:"

A 12-character International Securities Identification Number (ISIN) is a unique code that acts like a passport for a specific stock, bond or other tradable security so it can be identified worldwide. Investors and systems use it to ensure they are buying, selling and tracking the exact same instrument across exchanges and data feeds, which prevents costly mix-ups and makes portfolio reporting, settlement and regulatory checks simpler and more reliable.

securities act regulatory

"The New Notes have not been and will not be registered under the Securities Act"

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

dealer manager financial

"BofA Securities served as Sole Dealer Manager for the Exchange Offers."

A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.

AI-generated analysis. Not financial advice.

SOUTHLAKE, Texas, Dec. 22, 2025 /PRNewswire/ -- Sabre Corporation ("Sabre") (Nasdaq: SABR) today announced that 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 $379 million 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 (as amended, the "Offering Circular"), expired at 5:00 p.m., New York City time, on December 19, 2025 (the "Expiration Date").

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 Expiration 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 (1)	Offering being made	Aggregate Principal Amount Tendered in the Exchange Offer	Principal Amount Accepted or Expected to be Accepted for Exchange (3)	Total Consideration
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	$240,218,000	$240,176,000	$755.00 in cash and $320.00 principal amount of New Notes
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	$44,264,000	$44,256,000	$755.00 in cash and $320.00 principal amount of New Notes
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(2)	$676,492,000	$378,999,000	$60.00 in cash and $1000.00 principal amount of New Notes
Total		$1,202,311,000		$960,974,000	$663,431,000

(1)	Reflects the aggregate principal amount outstanding prior to commencement of the Exchange Offers.
(2)	The maximum aggregate principal amount of New Notes that Sabre GLBL can issue in the Exchange Offer for the 2029 Notes equals to $379 million, which was met as of December 4, 2025 (the "Early Exchange Date").
(3)	Reflects (i)(a) $235,944,000 in aggregate principal amount of the June 2027 Notes, (b) $44,006,000 in aggregate principal amount of the December 2027 Notes and (c) ‎$378,999,000 in aggregate principal amount of the 2029 Notes, all of which were accepted for exchange by the Company on the Early Exchange Date in accordance with the ‎Exchange Offers and settled for the Total Consideration applicable to each series on December 8, 2025, and (ii) $4,232,000 in aggregate principal ‎amount of the June 2027 Notes and $250,000 in aggregate principal ‎amount of the December 2027 Notes, all of which were validly tendered (and not validly withdrawn) following the Early Exchange Date but on or prior to the Expiration ‎Date. The Company anticipates that such 2027 Notes tendered following the Early Exchange Date but on or prior to the Expiration Date will be ‎accepted for exchange in accordance with the terms of the Exchange Offers on December 23, 2025 (the "Final Settlement Date") for the Total Consideration applicable to such ‎series.‎

The Exchange Offers were made pursuant to the terms and conditions contained in the Offering Circular. The Exchange Offers expired on the Expiration Date and no tenders of Existing Notes submitted after the Expiration Date are valid. Sabre GLBL's obligation to accept for exchange the Existing Notes validly tendered and not validly withdrawn following the Early Exchange Date but on or prior to the Expiration Date is subject to the satisfaction or waiver of certain conditions as described in the Offering Circular. Any waiver of a condition by Sabre GLBL will not constitute a waiver of any other condition.

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

Information Relating to the Exchange Offers

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.

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 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 may not be consummated in the manner 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 about the exchange offers on December 22, 2025?

Sabre announced the expiration of exchange offers that expired on Dec 19, 2025 and reported tender and acceptance totals for exchanges into new 10.750% notes due 2030.

How much principal did Sabre (SABR) accept in the exchange offers?

Sabre accepted or expects to accept an aggregate principal amount of $663,431,000 for exchange.

Did Sabre reach the $379 million cap for 2029 note exchanges?

Yes. The maximum $379,000,000 capacity for 2029 note exchanges was reached on Dec 4, 2025 (Early Exchange Date).

What consideration did holders receive for exchanging 2027 notes in the Sabre (SABR) offers?

Holders of certain 2027 notes received $755.00 cash plus $320.00 principal amount of New Notes per $1,000 principal tendered.

When were early accepted exchanges settled and when is final settlement expected?

Early accepted exchanges settled on Dec 8, 2025; remaining accepted 2027 notes are expected to settle on Dec 23, 2025.

How much principal was tendered into Sabre's exchange offers in total?

The aggregate principal amount tendered across all series was $960,974,000 as of the expiration.