SOUTHLAKE, Texas, April 13, 2020 /PRNewswire/ -- Sabre
Corporation ("Sabre") (Nasdaq: SABR) today announced proposed
offerings (the "Offerings") by its wholly-owned subsidiary
Sabre GLBL Inc. ("Sabre GLBL") of (1) $500,000,000 aggregate principal amount
of senior secured notes (the "Secured Notes") and (2)
$250,000,000 aggregate principal
amount (or $287,500,000 aggregate
principal amount if the initial purchasers fully exercise their
option to purchase additional notes) of senior exchangeable notes
due 2025 (the "Exchangeable Notes" and together with the
Secured Notes, the "Notes"). The precise timing, size and terms of
the offerings are subject to market conditions and other
factors. No assurance can be made that the offerings will be
consummated on their proposed terms or at all. The completion
of the Secured Notes offering is not contingent on the consummation
of the Exchangeable Notes offering, and the completion of the
Exchangeable Notes offering is not contingent on the consummation
of the Secured Notes offering.
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
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. 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
interest rate, initial exchange rate and other terms of the
Exchangeable Notes will be determined at the pricing of the
offering. 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 will be 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 will be 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 will be 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