Sabre Corporation Announces Offering of Senior Secured Notes

Rhea-AI Summary

Sabre (Nasdaq: SABR) announced that subsidiary Sabre Financial Borrower, LLC intends to offer $1,000,000,000 aggregate principal amount of senior secured notes, with timing and final terms subject to market conditions.

Proceeds are intended to fund an intercompany loan to Sabre GLBL, Inc. to prepay, redeem, repurchase or extend certain existing indebtedness and pay related interest, premiums and fees. The notes will be privately offered under Rule 144A and Regulation S and will be guaranteed and secured up to $400 million by certain foreign subsidiaries and related collateral.

Positive

• $1,000,000,000 senior secured notes offering announced
• Proceeds to fund intercompany loan to Sabre GLBL for debt refinancing
• Secured guarantees and collateral provided up to $400 million

Negative

• Offering subject to market conditions; may not be consummated
• Notes will be privately offered and not registered under the Securities Act
• Certain Foreign Guarantor guarantees and collateral may be granted after the issue date

Insights

Capital Markets Strategist

Sabre is pursuing a private $1,000,000,000 secured note issuance to fund internal refinancing of Sabre GLBL's debt.

The offering would create secured obligations at the Sabre Financial level with guarantees from parent entities and up to $400,000,000 of foreign‑subsidiary collateral. Proceeds will flow as an intercompany loan to Sabre GLBL, Inc. to prepay, redeem, repurchase or extend existing indebtedness and pay related costs.

Key dependencies include market receptivity to a Rule 144A / Regulation S private placement, completion of promised Foreign Guarantor guarantees and the timing and execution of Sabre GLBL's exchange offers and refinancings; failure to complete any step could leave planned refinancing incomplete. Watch the private offering circular, any finalized collateral/guarantee schedules, and the outcomes of the concurrently announced exchange offers in the near term.

SOUTHLAKE, Texas, Nov. 20, 2025 /PRNewswire/ -- Sabre Corporation ("Sabre") (Nasdaq: SABR) today announced an offering by its wholly-owned subsidiary Sabre Financial Borrower, LLC ("Sabre Financial") of $1,000,000,000 aggregate principal amount of senior secured notes (the "Secured Notes"). The precise timing, size and terms of the offering are subject to market conditions and other factors. No assurance can be made that the offering will be consummated on the proposed terms or at all.

The Secured Notes will be guaranteed, jointly and severally, on a secured basis by Sabre Financing Holdings LLC ("Sabre Financing"), Sabre Financial's direct parent company, and, up to an amount of $400 million, certain of Sabre's existing and future foreign subsidiaries ("Foreign Guarantors"). The Secured Notes and related note guarantees will be secured up to an amount of $400 million, subject to permitted liens, by a first-priority security interest in substantially all present and hereafter acquired property and assets of Foreign Guarantors (other than certain excluded assets). In addition, the collateral will also consist of a pledge by Sabre Financial of its loan receivables under the intercompany loan described below and a pledge of all equity interests in Sabre Financial held by Sabre Financing.  Certain Foreign Guarantor guarantees and collateral will be granted after the issue date of the Secured Notes.

Sabre Financial will use the gross proceeds from the sale of the Secured Notes to fund an intercompany loan to Sabre GLBL, Inc. ("Sabre GLBL"). Sabre GLBL intends to use the proceeds from the intercompany loan, together with cash on hand, to prepay, redeem, repurchase or extend certain of its existing indebtedness in the open market, in privately negotiated transactions, through tender or exchange offers, or otherwise, including pursuant to the Sabre GLBL's concurrently announced offers to exchange certain of Sabre GLBL's existing secured notes and refinancing of certain Sabre GLBL's existing term loans, and/or pursuant to the terms of the agreements governing such indebtedness, as well as to pay related accrued and unpaid interest, premium, fees and expenses.

The Secured Notes and the related note guarantees will be offered in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. The Secured Notes and the related note guarantees have not been, and will not be, registered under the Securities Act or any state securities laws. The Secured Notes and the related note guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the Secured Notes or any other security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful. Any offers of the Secured Notes will be made only by means of a private offering circular. In addition, this press release does not constitute an offer to exchange or the solicitation of an offer to exchange any secured notes in Sabre GLBL's concurrent notes exchange offers, and shall not constitute an offer, solicitation or exchange in any jurisdiction in which, or to any persons to whom, such offering, solicitation or exchange would be unlawful.

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 offering of the Secured Notes and the use of the proceeds therefrom. In many cases, you can identify forward-looking statements by terms such as "expects," "outlook," "intends," "will," "may," "believes," "pro forma," "normalized," "plans," "predicts," "potential," "estimates," "intends," "should," "could," "anticipates," "likely," "commit," "guidance," "anticipate," "incremental," "provisional," "preliminary," "forecast," "continue," "strategy," "confidence," "objective," "project," 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 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. There can be no assurance that the offering of the Secured Notes 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 for the quarter ended September 30, 2025, filed with the SEC on November 7, 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

Media Contacts:

Cassidy Smith-Broyles
Cassidy.Smith-Broyles@sabre.com
sabrenews@sabre.com

Investors:
Roushan Zenooz
sabre.investorrelations@sabre.com

 

 

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SOURCE Sabre Corporation

FAQ

What is Sabre announcing on November 20, 2025 regarding debt financing (SABR)?

Sabre announced a planned offering by Sabre Financial of $1,000,000,000 aggregate principal amount of senior secured notes.

How will Sabre use proceeds from the $1,000,000,000 secured notes (SABR)?

Gross proceeds will fund an intercompany loan to Sabre GLBL to prepay, redeem, repurchase or extend existing indebtedness and pay related fees and interest.

What collateral and guarantees back the new secured notes from Sabre (SABR)?

Notes will be guaranteed by Sabre Financing and, up to $400 million, by certain foreign subsidiaries, with first‑priority security interests in substantially all their assets and pledges of receivables and equity interests.

Will the new Sabre secured notes be publicly registered (SABR)?

No; the Secured Notes and guarantees will not be registered and will be offered privately under Rule 144A and Regulation S.

Are the timing and terms of Sabre's $1,000,000,000 note offering final (SABR)?

No; the precise timing, size and terms are subject to market conditions and other factors and may not be consummated on the proposed terms.