Sabre enhances debt portfolio with new exchangeable senior notes due in 2026

Monday, March 4, 2024

Today, Sabre Corporation, alongside its subsidiaries Sabre Holdings Corporation and Sabre GLBL Inc., announced their engagement in exchange agreements with a select group of existing investors, who qualify as institutional buyers under Rule 144A of the Securities Act of 1933, for Sabre GLBL’s 4.000% exchangeable senior notes due 2025. Through these agreements, Sabre GLBL will swap $150 million worth of these existing notes for an equal amount in new exchangeable senior notes due in 2026, plus a cash sum of approximately $32.6 million. This cash amount represents a premium over the par value and accrued interest of the existing notes. The transaction is slated for completion around March 19, 2024, pending standard closing conditions.

Post-exchange, the outstanding amount of the existing exchangeable notes will stand at $183 million, while that of the new notes will be $150 million. Neither Sabre nor Sabre GLBL will gain any cash proceeds from this new issuance.

The upcoming notes will be senior, unsecured obligations of Sabre GLBL, guaranteed by both Sabre and Sabre Holdings Corporation. Interest will be paid semi-annually, starting from August 1, 2024, with rates based on the average price of Sabre’s stock, capped between 4.00% and 7.50%. These notes are set to mature on August 1, 2026, offering holders the option for early exchange under specific conditions. The initial exchange rate is set at 222.2222 shares of common stock per $1,000 of the note’s value, a premium based on the stock’s recent price.

In the event of a significant corporate change, note holders may be entitled to a repurchase option by Sabre GLBL, at the principal amount plus any accrued interest.

This exchange may prompt current note holders to sell common stock or engage in derivative positions to hedge against the new notes, potentially affecting stock prices. The new notes and any exchanged shares will not be registered under the Securities Act, limiting their sale to certain exemptions.

This announcement also contains forward-looking statements regarding Sabre’s expectations for the future, which are subject to risks and uncertainties. These statements are based on current predictions and assumptions and are not guarantees of future performance.

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