- Receives commitment from lenders led by affiliates of
Centerbridge Partners, L.P. for a $665
million new senior secured credit facility
- Commences tender offers to purchase for cash certain
outstanding secured debt with proceeds from the new
facility
SOUTHLAKE, Texas, May 25, 2023
/PRNewswire/ -- Sabre Corporation ("Sabre") (Nasdaq: SABR) today
announced its intended refinancing plan to proactively manage and
extend the maturity profile of its debt.
Sabre GLBL Inc. ("Sabre GLBL"), a wholly-owned subsidiary of
Sabre, has entered into a commitment letter with lenders (together,
the "Lenders") led by affiliates of Centerbridge Partners, L.P. for
a $665 million new senior secured
credit facility (the "New Facility") to Sabre Financial Borrower,
LLC (the "Borrower"), a newly created wholly-owned subsidiary of
Sabre GLBL. The New Facility will be secured by an intercompany
loan by the Borrower to Sabre GLBL, as further described below, and
will receive direct guarantees from, and security interest in
assets of, certain foreign subsidiaries of Sabre.
The Lenders have committed to provide the New Facility, subject
to the Borrower using the proceeds therefrom for an intercompany
loan to Sabre GLBL (together with the New Facility, the "Financing
Transaction").
Concurrently with the Financing Transaction, Sabre GLBL has
commenced tender offers (the "Tender Offers") to purchase for cash,
upon the terms and subject to the conditions described in the Offer
to Purchase (as defined below), up to a principal amount of its
securities set forth in the table below (collectively, the
"Securities") that would not result in the Aggregate Purchase Price
(as defined below) exceeding $615
million (subject to increase or decrease by Sabre GLBL in
its sole discretion, the "Aggregate Maximum Tender Amount"). The
following table sets forth certain terms of the Tender Offers:
|
|
|
|
|
Title of
Security
|
CUSIP/ISIN
Number
|
Principal
Amount
Outstanding
|
Acceptance
Priority Level
|
Early
Tender
Premium(1)
|
Tender
Offer
Consideration(1)
|
Total
Consideration(1)(2)
|
9.250% Senior
Secured
Notes due 2025
|
78573NAC6
U86043AC7
US78573NAC65
USU86043AC72
|
$775,000,000
|
1
|
$ 50.0
|
$
920.0
|
$ 970.0
|
7.375% Senior
Secured
Notes due 2025
|
78573NAF9
U86043AD5
US78573NAF96
USU86043AD55
|
$850,000,000
|
2
|
$ 50.0
|
$
870.0
|
$ 920.0
|
11.250% Senior
Secured
Notes due 2027
|
78573NAH5
U86043AF0
US78573NAH52
USU86043AF04
|
$555,000,000
|
3
|
$ 50.0
|
$
790.0
|
$ 840.0
|
|
|
(1)
|
Dollars per $1,000
principal amount of Securities validly tendered and accepted for
purchase.
|
(2)
|
Includes Early Tender
Premium (as defined below).
|
The Tender Offers will expire at 5:00
p.m., New York City time,
on June 26, 2023 (such date and time,
as it may be extended, the "Expiration Date"), unless earlier
terminated. Holders of Securities (the "Holders") must
validly tender their Securities at or prior to 5:00 p.m., New York
City time, on June 9, 2023
(such date and time, as it may be extended, the "Early Tender
Deadline") to be eligible to receive the Total Consideration (as
defined below) for such Securities, which includes the Early Tender
Premium (as defined below), plus the accrued and unpaid interest up
to, but not including, the early settlement date which is expected
to be June 13, 2023 (such date and
time, as it may be extended, the "Early Settlement Date." Holders
tendering Securities after the Early Tender Deadline and at or
prior to the Expiration Date will only be eligible to receive the
Tender Offer Consideration (as defined below), which will equal the
Total Consideration for such series of Securities less the Early
Tender Premium, plus accrued and unpaid interest up to, but not
including, the final settlement date, which is expected to be
June 28, 2023 (such date and time, as
it may be extended, the "Final Settlement Date", and of the Early
Settlement Date and Final Settlement Date, a "Settlement Date").
Tendered Securities may be withdrawn from the Tender Offers at or
prior to, but not after, 5:00 p.m.,
New York City time, on
June 9, 2023.
The "Total Consideration" for each $1,000 principal amount of Securities of a series
validly tendered at or prior to the Early Tender Deadline and
accepted for purchase pursuant to the Tender Offers will be the
applicable "Total Consideration" for such series of Securities set
forth in the table above, which is inclusive of the amount in cash
set forth in the table above under the heading "Early Tender
Premium" (the "Early Tender Premium"). The "Tender Offer
Consideration" for each $1,000
principal amount of Securities of a series validly tendered after
the Early Tender Deadline but on or prior to the Expiration Date
will only be eligible to receive an amount equal to the applicable
"Tender Offer Consideration" for such series of Securities set
forth in the table above. The aggregate amount that all Holders are
entitled to receive for their Securities that are validly tendered
and accepted for purchase by Sabre GLBL in the Tender Offers,
excluding accrued interest, is referred to as the "Aggregate
Purchase Price."
Subject to the Aggregate Maximum Tender Amount, proration and
all conditions to the Tender Offers having been satisfied or waived
by us, the amount of a series of Securities that is purchased in
the Tender Offers will be based on the order of priority for such
series of Securities set forth in the table above (the "Acceptance
Priority Level"). The purchase of one series of Securities is not
conditioned on the purchase of any other series of Securities.
Subject to the Acceptance Priority Levels, the Aggregate Maximum
Tender Amount, proration and all conditions to the Tender Offers
having been satisfied or waived by us:
- all Securities tendered at or before the Early Tender Deadline
having a higher Acceptance Priority Level will be accepted for
purchase before any Securities tendered at or before the Early
Tender Deadline having a lower Acceptance Priority Level are
accepted for purchase;
- all Securities validly tendered after the Early Tender Deadline
having a higher Acceptance Priority Level will be accepted for
purchase before any Securities tendered after the Early Tender
Deadline having a lower Acceptance Priority Level are accepted for
purchase in the Tender Offers; and
- all Securities tendered at or before the Early Tender Deadline
will be accepted for purchase in priority to Securities tendered
after the Early Tender Deadline, even if such Securities tendered
after the Early Tender Deadline have a higher Acceptance Priority
Level than Securities tendered prior to the Early Tender
Deadline.
If there are sufficient remaining funds to purchase some, but
not all, of the Securities of any series, the amount of Securities
purchased in that series may be subject to proration.
Sabre GLBL currently anticipates, subject to execution of
definitive documentation and certain customary closing conditions,
that the Financing Transaction will result in Sabre GLBL's receipt
of net cash proceeds which, together with cash on hand, will be
sufficient to fund the Aggregate Purchase Price and accrued
interest for all Securities validly tendered pursuant to the Tender
Offers and accepted for purchase by Sabre GLBL, subject to the
terms and conditions of the Tender Offers. No assurances can
be given that the Financing Transaction will be completed. The
Tender Offers are subject to the satisfaction or waiver of the
conditions described in the Offer to Purchase, including the
consummation of the Financing Transaction. Such conditions may be
waived by Sabre GLBL in its sole discretion, subject to applicable
law. Any waiver of a condition by Sabre GLBL will not constitute a
waiver of any other condition.
In this press release, we refer to all Securities that have been
validly tendered and not subsequently validly withdrawn as having
been "validly tendered." This announcement does not contain the
full terms and conditions of the Tender Offers, which are contained
in the offers to purchase for cash, dated May 25, 2023 (as they may be amended or
supplemented, collectively, the "Offer to Purchase"). Sabre GLBL
refers investors to the Offer to Purchase for the complete terms
and conditions of the Tender Offers.
Following the completion of the Tender Offers, Sabre GLBL or its
affiliates may purchase additional Securities in the open market,
in privately negotiated transactions, through tender or exchange
offers, or otherwise, or Sabre GLBL may redeem Securities that
Sabre GLBL is permitted to redeem pursuant to their terms. Sabre
GLBL is not obligated to redeem any Securities that are not
tendered and accepted in the Tender Offers.
Perella Weinberg Partners LP is serving as financial advisor and
Davis Polk & Wardwell LLP is
serving as legal counsel to Sabre on this transaction. Mayer Brown
LLP is serving as legal counsel to Perella Weinberg Partners
LP.
Information Relating to the Tender Offers
The Offer to Purchase for all of the Securities is being
distributed to Holders beginning today. Perella Weinberg Partners
LP is the Dealer Manager for the Tender Offers. Investors with
questions regarding the Tender Offers may contact Perella Weinberg
Partners LP at tel: +1 (646) 680-8197, attention Matt Rahmani (email: mrahmani@pwpartners.com) or
tel: +1 (646) 680-8317, attention Livvy
Gordon (email: ogordon@pwpartners.com). D.F. King & Co.,
Inc. is the tender and information agent for the Tender Offers.
Copies of the Offer to Purchase and any related offer documents may
be obtained by contacting D.F. King & Co., Inc. by phone at
(212) 269-5550 (New York) or (866)
416-0577 (toll-free) or by email at sabre@dfking.com.
None of Sabre GLBL, Sabre, their affiliates, their respective
boards of directors and stockholders, the Dealer Manager, the
Tender Agent or Computershare Trust Company, N.A., as trustee for
the Securities, are making any recommendation as to whether Holders
should tender any Securities in response to the Tender Offers.
Holders must make their own decision as to whether to tender any of
their Securities, and, if so, the principal amount of Securities to
tender.
This press release is for informational purposes only and is not
an offer to buy or a solicitation of an offer to sell any of the
Securities, and the Tender Offers 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 Offer
to Purchase. Holders are strongly encouraged to read carefully the
Offer to Purchase because it will contain important
information.
Forward-Looking Statements
Certain statements herein are 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," "believe," "likely," "encouraged," "resilient,"
"outlook," "goal," "opportunity," "target," "future," "trend,"
"plan," "guidance," "anticipate," "will," "forecast," "continue,"
"on track," "objective," "trajectory," "scenario", "strategy,"
"estimate," "project," "possible," "may," "should," "would,"
"intend," "potential," 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. More
information about potential risks and uncertainties that could
materially affect our business and results of operations is
included in the "Risk Factors" and "Forward-Looking Statements"
sections in our Quarterly Report on Form 10-Q filed with the SEC on
May 4, 2023, our Annual Report on
Form 10-K filed with the SEC on February 17,
2023 and in our other filings with the SEC, as well as other
risks and uncertainties specified in the "Certain Significant
Considerations" section of the Offer to Purchase. We cannot
guarantee future events, including funding of the Financing
Transaction and successful completion of the Tender Offers,
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 fulfilment 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.
Sabre's technology platform manages more than $260B worth
of global travel spend annually. 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
|
View original content to download
multimedia:https://www.prnewswire.com/news-releases/sabre-corporation-announces-commitment-of-a-665-million-private-financing-and-cash-tender-offers-by-sabre-glbl-inc-for-existing-secured-debt-301834635.html
SOURCE Sabre Corporation