SOUTHLAKE, Texas, Nov. 7, 2024 /PRNewswire/ -- Sabre Corporation ("Sabre") today announced that Sabre GLBL Inc. ("Sabre GLBL"), a wholly-owned subsidiary of Sabre, has commenced exchange offers (each, an "Exchange Offer" and together, the "Exchange Offers") to exchange certain of its outstanding 11.250% Senior Secured Notes due 2027 (the "December 2027 Notes") and 8.625% Senior Secured Notes due 2027 (the "June 2027 Notes" and, together with the December 2027 Notes, the "Existing Notes" and each of them a "series" of Existing Notes) for up to $500 million (as such amount may be amended by Sabre GLBL in its sole discretion, the "Maximum Exchange Amount") in aggregate principal amount of Sabre GLBL's new 10.750% Senior Secured Notes due 2029 (the "New Notes" and together with the Existing Notes, the "Securities"), upon the terms and subject to the conditions described in the confidential offering circular, dated as of November 7, 2024, for the Exchange Offers (as it may be amended or supplemented, the "Offering Circular"). The primary purpose of the Exchange Offers is to improve the Company's maturity profile by extending the maturity date of the indebtedness represented by the Existing Notes from 2027 to 2029.
The aggregate principal amount of New Notes to be issued pursuant to the Exchange Offers is subject to a minimum principal amount of $250 million (the "New Notes Issuance Minimum").
In addition, the principal amount of each series of Existing Notes that is accepted pursuant to the Exchange Offers will be subject to the "Acceptance Priority Level" (in numerical priority order), as set forth in the table below and as further described in the Offering Circular.
The following table summarizes certain terms of the Exchange Offers:
CUSIP No./ ISIN | Title of | Principal | Acceptance | Exchange | Early Exchange | Total Exchange | ||||||
CUSIP: 78573NAH5 (144A); | 11.250% | $555,000,000 | 1 | $1,000.00 principal | $82.50 principal | $1,082.50 principal | ||||||
CUSIP: 78573NAJ1 (144A); | 8.625% | $903,077,000 | 2 | $930.00 principal | $82.50 principal | $1,012.50 principal |
(1) Acceptance of the Existing Notes is subject to the Acceptance Priority Level as described below. | ||
(2) For each $1,000 principal amount of Existing Notes. | ||
(3) Includes Early Exchange Premium. | ||
If the aggregate principal amount of Existing Notes validly tendered on or before the Early Exchange Date (as defined below) constitutes a principal amount of Existing Notes that, if accepted by the Company, would result in issuing New Notes having an aggregate principal amount equal to or in excess of the Maximum Exchange Amount, the Company will not accept any Existing Notes tendered for exchange after the Early Exchange Date (even if they are of Acceptance Priority Level 1). If acceptance of all validly tendered Existing Notes of a series on the Early Exchange Date or the Expiration Date (as defined below), as applicable, would result in the Company issuing New Notes having an aggregate principal amount in excess of the Maximum Exchange Amount, the tendered Existing Notes of such series will be accepted on a pro rata basis as described in the Offering Circular. On each settlement date, Existing Notes of a series having a higher Acceptance Priority Level will be accepted for exchange before any Existing Notes of a series having a lower Acceptance Priority Level. For the avoidance of doubt, if the Exchange Offers are not fully subscribed as of the Early Exchange Date, subject to the terms and conditions of the Exchange Offers, all existing Notes tendered at or prior to the Early Exchange Date will be accepted for exchange in priority to all Existing Notes tendered after the Early Exchange Date even if such Existing Notes tendered after the Early Exchange Date have a higher Acceptance Priority Level than the Existing Notes tendered at or prior to the Early Exchange Date.
The New Notes will mature on November 15, 2029 and will bear interest at a rate per annum equal to 10.750%. The New Notes will first be redeemable, at Sabre GLBL's option, starting on November 15, 2026, at 105.375% of their outstanding principal amount, plus accrued interest, and under certain other circumstances described in the Offering Circular.
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