Sabre (NASDAQ:SABR) 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
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
Title of Security | CUSIP/ISIN | Principal | Acceptance | Early | Tender | Total |
9.250% Senior Secured | 78573NAC6 U86043AC7 US78573NAC65 USU86043AC72 | 1 | $ 50.0 | $ 920.0 | $ 970.0 | |
7.375% Senior Secured | 78573NAF9
US78573NAF96 USU86043AD55 | 2 | $ 50.0 | $ 870.0 | $ 920.0 | |
11.250% Senior Secured | 78573NAH5 U86043AF0 US78573NAH52 USU86043AF04 | 3 | $ 50.0 | $ 790.0 | $ 840.0 |
(1) | Dollars per |
(2) | Includes Early Tender Premium (as defined below). |
The Tender Offers will expire at
The "Total Consideration" for each
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
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
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