SOUTHLAKE, Texas, March 4,
2024 /PRNewswire/ -- Sabre Corporation ("Sabre")
today announced that, together with its wholly-owned subsidiaries,
Sabre Holdings Corporation and Sabre GLBL Inc. ("Sabre GLBL"), it
has entered into privately negotiated exchange agreements (the
"Exchange Agreements") with a limited number of existing holders,
who are qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and
institutional accredited investors, of Sabre GLBL's outstanding
4.000% exchangeable senior notes due 2025 (the "Existing
Exchangeable Notes"). Pursuant to the Exchange Agreements, Sabre
GLBL will exchange (the "Exchange") $150.0
million in aggregate principal amount of the Existing
Exchangeable Notes for (i) $150.0
million in aggregate principal amount of new exchangeable
senior notes due 2026 (the "New Exchangeable Notes") and (ii) an
aggregate of approximately $32.6
million in cash, with such cash payment representing the
premium paid for the Existing Exchangeable Notes in excess of par
value and accrued and unpaid interest on the Existing Exchangeable
Notes. The Exchange is expected to settle on or about March 19, 2024, subject to customary closing
conditions.
Upon completion of the Exchange, the aggregate principal amount
of the Existing Exchangeable Notes outstanding will be $183.0 million, and the aggregate principal
amount of the New Exchangeable Notes outstanding will be
$150.0 million. Sabre and
Sabre GLBL will not receive any cash proceeds from the
issuance of the New Exchangeable Notes pursuant to the
Exchange.
The New Exchangeable Notes will be senior, unsecured obligations
of Sabre GLBL, which will be fully and unconditionally
guaranteed by Sabre and Sabre Holdings Corporation, the sole direct
subsidiary of Sabre and direct parent of Sabre GLBL. The New
Exchangeable Notes will accrue interest payable semi-annually in
arrears on February 1 and
August 1 of each year, beginning on
August 1, 2024. The interest rate for
the New Exchangeable Notes will be determined based on the
volume-weighted average price of Sabre's common stock, $0.01 par value per share (the "Common Stock"),
over a measurement period following execution of the Exchange
Agreements, but in no event will be less than 4.00% or greater than
7.50%. The New Exchangeable Notes will mature on August 1, 2026 (the "Maturity Date"), unless
earlier repurchased or exchanged. Before February 1, 2026, noteholders will have the right
to exchange their New Exchangeable Notes only upon the occurrence
of certain events. From and after February
1, 2026, noteholders may exchange their New Exchangeable
Notes at any time at their election until the close of business on
the second scheduled trading day immediately before the Maturity
Date. Sabre GLBL will have the right to elect to settle exchanges
in cash, shares of Common Stock or in a combination of cash and
Common Stock at Sabre GLBL's election. Upon exchange of any New
Exchangeable Note, the exchange value will be determined over a
period of multiple trading days. The initial exchange rate is
222.2222 shares of Common Stock per $1,000 principal amount of the New Exchangeable
Notes, which represents an initial exchange price of approximately
$4.50 per share of Common Stock. The
initial exchange price represents a premium of approximately 72.4%
over the last reported sale price of $2.61 per share of Common Stock on March 1, 2024. The exchange rate and exchange
price will be subject to adjustment upon the occurrence of certain
events. The New Exchangeable Notes will not be redeemable
prior to the Maturity Date.
If a "Fundamental Change" (as will be defined in the indenture
for the New Exchangeable Notes) occurs, then, subject to a limited
exception, holders of the New Exchangeable Notes may require
Sabre GLBL to repurchase their New Exchangeable Notes for
cash. The repurchase price will be equal to the principal amount of
the New Exchangeable Notes to be repurchased, plus accrued and
unpaid interest, if any, to, but excluding, the applicable
repurchase date.
In connection with the Exchange, Sabre expects that holders of
Existing Exchangeable Notes that participate in the Exchange will
seek to sell shares of Common Stock and/or enter into various
derivative positions with respect to shares of Common Stock to
establish hedge positions with respect to the New Exchangeable
Notes. This activity could decrease (or reduce the size of any
increase in) the market price of shares of Common Stock, the
Existing Exchangeable Notes or the New Exchangeable Notes at that
time.
The Exchange and any shares of Common Stock deliverable upon
exchange of the New Exchangeable Notes have not been, and will not
be, registered under the Securities Act or any other securities
laws, and the New Exchangeable Notes and any such shares of Common
Stock cannot be offered or sold except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and any other applicable
securities laws. This press release does not constitute an offer to
sell, or the solicitation of an offer to buy, the New Exchangeable
Notes or any shares of Common Stock deliverable upon exchange of
the New Exchangeable Notes, nor will there be any sale of the New
Exchangeable Notes or any such shares of Common Stock, in any state
or other jurisdiction in which such offer, sale or solicitation
would be unlawful.
Forward-Looking Statements
This press release includes 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
"expect," "guidance," "outlook," "trend," "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, including
statements relating to the consummation of the Exchange and the
issuance of the New Exchangeable Notes. 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. 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, 2023, filed with
the SEC on February 15, 2024, 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.
About Sabre
Sabre Corporation is a leading software
and technology company that powers the global travel industry,
serving a wide range of travel companies including airlines,
hoteliers, travel agencies and other suppliers. The company
provides retailing, distribution and fulfillment solutions that
help its customers operate more efficiently, drive revenue and
offer personalized traveler experiences. Through its leading travel
marketplace, Sabre connects travel suppliers with buyers from
around the globe. Headquartered in Southlake, Texas, USA, Sabre serves customers
in more than 160 countries around the world.
SABR-F
Contacts:
Media
|
Investors
|
Kristin Hays
kristin.hays@sabre.com
sabrenews@sabre.com
|
Brian
Roberts
brian.roberts@sabre.com
sabre.investorrelations@sabre.com
|
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SOURCE Sabre Corporation