Sabre Corporation (NASDAQ: SABR) has recently announced the exchange of approximately $43.6 million of existing senior secured notes due in 2025 for additional 8.625% senior secured notes due in 2027. This exchange, which took place on March 7, 2024, saw Sabre's wholly owned subsidiary, Sabre GLBL Inc., exchanging approximately $36.2 million in aggregate principal amount of its 7.375% senior secured notes due 2025 and approximately $7.4 million in aggregate principal amount of its 9.250% senior secured notes due 2025 for approximately $50.1 million in additional aggregate principal amount of Sabre GLBL’s 8.625% senior secured notes due 2027 and an aggregate of approximately $256,000 in cash, representing accrued and unpaid interest.
Following the completion of the exchange, the aggregate outstanding principal amount of Sabre GLBL’s 7.375% senior secured notes due 2025 is approximately $26.8 million, the aggregate outstanding principal amount of 9.250% senior secured notes due 2025 is approximately $31.5 million, and the aggregate principal amount of the 2027 notes outstanding is approximately $903.1 million.
The 2027 notes issued in the exchange constitute an additional issuance by Sabre GLBL of the 2027 notes, of which approximately $853 million was issued on September 7, 2023. The 2027 notes issued in the exchange form a single series with, and are fungible with, the existing 2027 notes.
The 2027 notes will mature on June 1, 2027, and bear interest at a rate per annum equal to 8.625%. They will first be redeemable, at Sabre GLBL’s option, starting on March 1, 2025, at 104.313% of their outstanding principal amount, plus accrued interest, and under certain other circumstances.
The 2027 notes and the guarantees thereof are senior secured indebtedness and rank equal in right of payment with all of the existing and future senior secured indebtedness of Sabre GLBL and the guarantors. The 2027 notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings Corporation and all of Sabre GLBL’s current and future restricted subsidiaries that are borrowers under or guarantee Sabre GLBL’s senior secured credit facilities under certain of its existing credit agreements or certain other secured indebtedness.
The 2027 notes and the guarantees thereof are secured, subject to permitted liens, by a first-priority security interest in substantially all present and hereinafter acquired assets of Sabre GLBL and each of the guarantors (other than certain excluded assets).
It's worth noting that neither Sabre nor Sabre GLBL received any cash proceeds from the issuance of the 2027 notes pursuant to the exchange. Perella Weinberg Partners LP served as financial advisor, and Davis Polk & Wardwell LLP served as legal counsel to Sabre on this transaction.
Check out the company's full 8-K submission here.
