Sabre Corporation Announces Upsize and Pricing of Senior Secured Notes Offering

Rhea-AI Summary

Sabre Corporation (NASDAQ: SABR) has announced the pricing of an upsized offering of $1.325 billion Senior Secured Notes due 2030, increased from the initially planned $975 million. The notes, issued by subsidiary Sabre GLBL Inc., will carry an interest rate of 11.125% paid semi-annually and will mature on July 15, 2030.

The proceeds will be used to prepay outstanding borrowings under an intercompany loan agreement with Sabre Financial Borrower, LLC, and to prepay, redeem, or repurchase other debt. Additionally, Sabre GLBL plans to launch tender offers for certain existing senior secured notes, with a maximum aggregate purchase amount of $336.375 million. The notes are being offered privately to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S.

Positive

• Successful upsizing of the offering from $975M to $1.325B indicates strong investor interest
• Debt restructuring initiative aims to optimize the company's capital structure
• First-priority security interest in company assets provides strong collateral backing

Negative

• High interest rate of 11.125% indicates significant borrowing costs
• Substantial debt level could impact financial flexibility
• Additional secured debt may limit future borrowing capacity

Insights

Financial Analyst

Sabre's $1.325B upsized debt offering at high 11.125% interest rate indicates refinancing pressure amid challenging capital structure.

Sabre Corporation has upsized its senior secured notes offering to $1.325 billion from the originally planned $975 million, representing a significant 36% increase. These notes carry a substantial 11.125% interest rate and will mature in 2030, indicating considerable refinancing costs in the current market environment.

The high interest rate is particularly noteworthy, suggesting Sabre is facing challenging conditions in debt markets. For context, this double-digit interest rate significantly exceeds typical corporate debt costs, pointing to potential investor concerns about the company's debt profile or overall financial health.

The proceeds will primarily refinance existing debt, including fully prepaying a senior secured term loan due 2028 and purchasing up to $336.375 million of existing secured notes through tender offers. This debt reshuffling extends Sabre's maturity profile to 2030 but at a higher interest cost, which will increase financial expenses.

The semi-annual interest payments on this offering alone will amount to approximately $73.7 million annually, creating additional pressure on Sabre's cash flows. While the refinancing provides time by pushing out maturities, the elevated interest rate structure signals that Sabre is prioritizing addressing near-term debt obligations despite the higher long-term cost.

SOUTHLAKE, Texas, May 20, 2025 /PRNewswire/ -- Sabre Corporation ("Sabre") (Nasdaq: SABR) today priced an upsized offering by its wholly-owned subsidiary Sabre GLBL Inc. ("Sabre GLBL") of $1,325,000,000 (upsized from $975,000,000) aggregate principal amount of 11.125% Senior Secured Notes due 2030 (the "Secured Notes"). The offering of the Secured Notes is expected to close on June 4, 2025, subject to customary closing conditions.

The Secured Notes will pay interest semi-annually in arrears, at a rate of 11.125% per year, and will mature on July 15, 2030. The Secured Notes will be guaranteed by Sabre Holdings Corporation and each subsidiary that borrows under, or guarantees, Sabre GLBL's senior secured credit facilities (subject to certain exceptions). The Secured Notes and the related note guarantees will be secured, subject to permitted liens, by a first-priority security interest in substantially all property and assets of Sabre GLBL and the guarantors, subject to customary exclusions.

Sabre expects to use a portion of the net proceeds from the sales of the Secured Notes to prepay Sabre GLBL's outstanding borrowings under an intercompany loan agreement with Sabre Financial Borrower, LLC (which would apply them toward full prepayment of Sabre Financial Borrower, LLC's senior secured term loan due 2028), and remaining amounts will be used to prepay, redeem or repurchase other indebtedness in the open market, in privately negotiated transactions, through tender or exchange offers, or otherwise, including pursuant to the terms of the agreements governing such indebtedness. In connection with the upsize of the offering, Sabre GLBL intends to launch tender offers (the "Tender Offers") for certain of its existing senior secured notes, subject to a maximum aggregate purchase amount of $336,375,000 (as such amount may be subsequently amended in Sabre GLBL's sole discretion).

The Secured Notes and the related note guarantees have been 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 were made only by means of a private offering circular.

The Tender Offers referenced in this press release do not constitute offers to buy or the solicitation of offers to sell securities in any jurisdiction or in any circumstances in which such offers are unlawful. The full details of the Tender Offers, including complete instructions on how to tender securities, are included in the offers to purchase, dated May 20, 2025 (as they may be amended or supplemented, collectively, the "Offer to Purchase"). Holders are strongly encouraged to read carefully the Offer to Purchase because it will contain important information.

About Sabre Corporation

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 "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 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 filed with the SEC on May 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:

Jim Mathias
Jim.Mathias@sabre.com
sabre.investorrelations@sabre.com

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SOURCE Sabre Corporation

FAQ

What is the size and interest rate of Sabre Corporation's (SABR) new Senior Secured Notes offering?

Sabre's new Senior Secured Notes offering is $1.325 billion (upsized from $975 million) with an interest rate of 11.125% due 2030.

How will Sabre (SABR) use the proceeds from its 2025 Senior Secured Notes offering?

The proceeds will be used to prepay outstanding borrowings under an intercompany loan agreement with Sabre Financial Borrower, LLC, and to prepay, redeem, or repurchase other debt obligations.

What is the maturity date for Sabre's (SABR) new Senior Secured Notes?

The Senior Secured Notes will mature on July 15, 2030.

What is the maximum purchase amount for Sabre's (SABR) tender offers?

Sabre GLBL's tender offers have a maximum aggregate purchase amount of $336.375 million.

Who can purchase Sabre's (SABR) new Senior Secured Notes?

The notes are offered privately to qualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S of the Securities Act.