SOUTHLAKE, Texas, June 12,
2023 /PRNewswire/ -- Sabre Corporation ("Sabre")
(NASDAQ: SABR) announced today the early tender results of the
company's previously announced cash tender offers (the "Tender
Offers") by Sabre GLBL Inc. ("Sabre GLBL"), its wholly owned
subsidiary, for Sabre GLBL's securities set forth in the table
below (collectively, the "Securities"). Sabre further announced
that it is amending its Tender Offers to (i) increase the maximum
Aggregate Purchase Price (as defined below) from the previously
announced amount of $615 million to
$650 million and (ii) extend the
Tender Offers so that the Tender Offers will now expire at
5:00 p.m., New York City time, on June 27, 2023, unless further extended or earlier
terminated. As the Aggregate Purchase Price of all Securities
validly tendered and not validly withdrawn in the Tender Offers at
or prior to the Early Tender Deadline (as defined below) exceeds
$650 million, no Securities tendered
after the Early Tender Deadline will be accepted for purchase.
The Tender Offers are being made pursuant to the terms and
conditions set forth in the offers to purchase, dated May 25, 2023, as amended by this press release
(as so amended, the "Offer to Purchase"). Except for the increase
in the maximum Aggregate Purchase Price and the extension of the
Tender Offers as described in this press release, no other terms of
the Tender Offers have changed.
As of 5:00 p.m., New York City time, on June 9, 2023 (such date and time, the "Early
Tender Deadline"), according to information provided to D.F. King
& Co., Inc., the tender and information agent for the Tender
Offers, the aggregate principal amount of each series of Securities
listed in the table below has been validly tendered and not validly
withdrawn in the Tender Offers. Withdrawal rights for the
Securities expired at the Early Tender Deadline and, accordingly,
any Securities that were validly tendered may no longer be
withdrawn except where additional withdrawal rights are required by
law.
Title of
Security
|
CUSIP/ ISIN
Number
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level(1)
|
Principal
Amount
Tendered at
Early Tender
Deadline
|
Percentage
of
Outstanding
Securities
Tendered
|
Total
Consideration
(2)(3)
|
Aggregate
Principal
Amount
Expected to
be Accepted
for Purchase
|
Aggregate
Purchase
Price(3)
|
9.250%
Senior
Secured
Notes due
2025
|
78573NAC6
U86043AC7
US78573NAC65
USU86043AC72
|
$775,000,000
|
1
|
$763,030,000
|
98.46 %
|
$970.00
|
$670,099,000
|
$649,996,030.00
|
7.375%
Senior
Secured
Notes due
2025
|
78573NAF9
U86043AD5
US78573NAF96
USU86043AD55
|
$850,000,000
|
2
|
$706,670,000
|
83.14 %
|
$920.00
|
$0.00
|
$0.00
|
11.250%
Senior
Secured
Notes due
2027
|
78573NAH5
U86043AF0
US78573NAH52
USU86043AF04
|
$555,000,000
|
3
|
$255,537,000
|
46.04 %
|
$840.00
|
$0.00
|
$0.00
|
(1) Subject to the
Aggregate Maximum Tender Amount and proration, the principal amount
of Securities expected to be accepted for purchase in the
Tender Offers has been determined in accordance with the applicable
acceptance priority level (in numerical priority order) specified
in this
column.
|
(2) Includes Early
Tender Premium (as defined below).
|
(3) Does not include
accrued and unpaid interest on the Securities, which will also be
payable as provided herein.
|
The Tender Offers remain subject to the satisfaction or waiver
of the conditions described in the Offer to Purchase, including the
financing for the Tender Offers. 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. Subject to the satisfaction or waiver of such
conditions and as described in the Offer to Purchase, Sabre GLBL is
expected to make payment on June 13,
2022 (such date and time, as it may be extended, the "Early
Settlement Date") for the Securities that (i) were validly tendered
and not validly withdrawn at or prior to the Early Tender Deadline
and (ii) are accepted for purchase on the Early Settlement
Date.
As the Aggregate Purchase Price of all validly tendered and not
validly withdrawn 9.250% Senior Secured Notes due 2025 (the "9.250%
Notes") exceeds $650 million, no
validly tendered 7.375% Senior Secured Notes due 2025 or 11.250%
Senior Secured Notes due 2027 will be accepted for purchase, and
the 9.250% Notes will be accepted on a pro rata basis and will be
subject to a proration factor of approximately 87.87%. Securities
tendered and not purchased on the Early Settlement Date will be
returned to holders of Securities (the "Holders") promptly after
the Early Settlement Date. The consideration to be paid for the
9.250% Notes accepted for purchase on the Early Settlement Date per
$1,000 principal amount of such
Securities is the amount set forth in the table above under the
heading "Total Consideration." The amounts set forth in the table
above under "Total Consideration" include an early tender premium
of $50 per $1,000 principal amount of 9.250% Notes accepted
for purchase (the "Early Tender Premium"). All Holders of 9.250%
Notes accepted for purchase will also receive accrued interest
from, and including, the most recent interest payment date
preceding the Early Settlement Date to, but not including, the
Early Settlement Date.
Sabre GLBL expressly reserves the right, in its sole discretion,
subject to applicable law, to: (i) terminate any or all of the
Tender Offers and not accept for purchase any of the Securities not
theretofore accepted for purchase in the terminated Tender Offer or
Tender Offers, (ii) waive any and all of the conditions to the
Tender Offers on or prior to the time the Securities are accepted
for purchase in any or all of the Tender Offers, (iii) extend the
Early Tender Deadline or the time at which the Tender Offers are
scheduled to expire to a later date and time, (iv) increase or
decrease the maximum Aggregate Purchase Price, or (v) otherwise
amend the terms and conditions of the Tender Offers.
The aggregate amount that all Holders are entitled to receive
for their Securities that are accepted for purchase by Sabre GLBL
in the Tender Offers, excluding accrued interest, is referred to as
the "Aggregate Purchase Price." "Aggregate Maximum Tender
Amount" refers to the maximum principal amount of Securities that
can be purchased for cash in the Tender Offers without resulting in
the Aggregate Purchase Price exceeding $650
million.
Information Relating to the Tender Offers
The complete terms and conditions of the Tender Offers are set
forth in the Offer to Purchase. 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 and information 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 financing of the Tender Offers
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
|
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SOURCE Sabre Corporation