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Sabre Corporation Announces Cash Tender Offer and Consent Solicitation by Sabre Financial Borrower, LLC for Existing Secured Debt

  • Sabre Corporation initiated a tender offer & consent solicitation via its subsidiary Sabre Financial Borrower, LLC to purchase $1 billion of 11.125% Senior Secured Notes due 2029.
  • The offer includes an early tender premium of $50 per $1,000 principal amount, resulting in a total consideration of $1,092.50 for valid tenders submitted by September 25, 2026.
  • Holders failing to tender by the September 25, 2026 early deadline receive a reduced consideration of $1,042.50 if they tender by the October 12, 2026 expiration date.
  • The solicitation seeks amendments to eliminate restrictive covenants & certain events of default in the 2025 Indenture, with tendering Securities deemed to include consent delivery.
  • The transaction is conditioned on the successful completion of a concurrent $1.1 billion Financing Transaction involving new Senior Secured Notes due 2032.
  • Sabre Financial anticipates using proceeds from the Financing Transaction to fund the purchase of all tendered Securities, including accrued interest.
  • Valid tenderers receive priority allocation in the new Financing Transaction, while Securities accepted for purchase will also receive accrued unpaid interest.
  • Any unaccepted Securities may be subject to future open market purchases or redemptions by Sabre or affiliates at their discretion.
  • BofA Securities serves as the dealer manager & solicitation agent, while D.F. King & Co., Inc. acts as the tender & information agent.
  • Legal counsel for Sabre is Davis Polk & Wardwell LLP, with Latham & Watkins LLP representing BofA Securities.