SOUTHLAKE, Texas, April 13, 2020 /PRNewswire/ -- Sabre Corporation
("Sabre") (Nasdaq: SABR) today announced that its wholly-owned
subsidiary Sabre GLBL Inc. ("Sabre GLBL") has priced private
offerings of (1) $775,000,000
aggregate principal amount of its 9.250% senior secured
notes due 2025 (the "Secured Notes") and (2)
$300,000,000 aggregate principal
amount of its 4.000% senior exchangeable notes due 2025 (the
"Exchangeable Notes" and together with the Secured Notes, the
"Notes"). Sabre GLBL has granted the initial purchasers of the
Exchangeable Notes an option to purchase on or before April 26, 2020, up to an additional $45,000,000 aggregate principal amount of
Exchangeable Notes.
The Secured Notes will pay interest semi-annually in arrears, at
a rate of 9.250% per year, and will mature on
April 15, 2025. The Secured Notes
will be guaranteed by Sabre Holdings Corporation and each
subsidiary that borrows under or guarantees Sabre GLBL's senior
secured credit facility. The Secured Notes and the note guarantees
will be secured, subject to permitted liens, by a first-priority
security interest in substantially all present and hereafter
acquired property and assets of Sabre GLBL and the
guarantors (other than certain excluded assets).
The Exchangeable Notes will be senior, unsecured obligations of
Sabre GLBL, will accrue interest payable semi-annually in arrears,
at a rate of 4.000% per year, and will mature on
April 15, 2025, unless earlier
repurchased or exchanged. The Exchangeable Notes will be
exchangeable at their holders' election, under specified
circumstances, into consideration based on Sabre common
stock. This consideration will consist of shares of Sabre
common stock, cash, or a mixture of the two at Sabre GLBL's
election. The initial exchange rate per $1,000 principal amount of Exchangeable Notes is
126.9499 shares of Sabre common stock, which is equivalent to an
exchange price of approximately $7.88
per share, subject to adjustment in certain circumstances.
Upon any future occurrence of a "fundamental change" (as defined in
the indenture governing the Exchangeable Notes), holders may
require Sabre GLBL to repurchase their Exchangeable Notes at a
price equal to principal amount plus accrued and unpaid
interest. The Exchangeable Notes will be guaranteed on a senior
unsecured basis by Sabre and Sabre Holdings Corporation, a
wholly-owned subsidiary of Sabre.
The net proceeds from the sales of the Notes will be used
for general corporate purposes. The Secured Notes and the related
note guarantees were offered in a private offering to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act") and to
non-U.S. persons in accordance with Regulation S under the
Securities Act. The Exchangeable Notes and the related note
guarantees were offered to qualified institutional buyers
pursuant to Rule 144A under the Securities Act. The
Notes, the related note guarantees and any shares of common
stock issuable upon exchange of the Exchangeable Notes have not
been, and will not be, registered under the Securities Act or
any state securities laws. The Notes, the related note
guarantees and any such shares 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 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 Notes are being made only by means of a private
offering circular. This press release is being issued pursuant
to and in accordance with Rule 135c under the Securities Act.
About Sabre Corporation
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.
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 "believe," "could,"
"likely," "expect," "plan," "commit," "guidance," "outlook,"
"anticipate," "will," "incremental," "preliminary," "forecast,"
"continue," "strategy," "confidence," "momentum," "estimate,"
"objective," "project," "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 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. 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 filed with the SEC on February 26, 2020, the Form 8-K filed with the
SEC on April 13, 2020 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, Sabre
undertakes 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
Kristin Hays
kristin.hays@sabre.com
sabrenews@sabre.com
Investors
Kevin
Crissey
kevin.crissey@sabre.com
sabre.investorrelations@sabre.com
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SOURCE Sabre Corporation