Sabre (SABR) 8-KEntry into a Material Definitive Agreement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2020

SABRE CORPORATION

(Exact name of registrant as specified in its charter)

(682) 605-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

New Senior Secured Notes

On August 27, 2020, Sabre GLBL Inc. (the “Issuer”), a wholly-owned subsidiary of Sabre Corporation (“Sabre,” the “Company,” “we,” “us,” or “our”), Sabre Holdings Corporation (“Holdings”) and certain of the Issuer’s subsidiaries, as guarantors (collectively, with Holdings, the “Guarantors”), and Wells Fargo Bank, National Association (“Wells Fargo”) as trustee and collateral agent, entered into an indenture (the “New Secured Notes Indenture”) governing the Issuer’s newly issued $850 million aggregate principal amount of 7.375% senior secured notes due 2025 (the “New Secured Notes”). The New Secured Notes were issued in an aggregate principal amount of $850 million, will pay interest semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2021, at a rate of 7.375% per year, and will mature on September 1, 2025.

The Company has used a portion of the net proceeds from the offering of the New Secured Notes, after fees, discounts, commissions and other offering expenses, plus cash on hand, (1) to repay approximately $319 million principal amount of debt under the Term Loan A (as defined below), (2) to redeem all of its outstanding 5.375% senior secured notes due 2023 (the “April 2023 Notes”) and (3) to repay approximately $3 million principal amount of debt under the Term Loan B.

The New Secured Notes are jointly and severally, irrevocably and unconditionally guaranteed by Holdings and all of the Issuer’s restricted subsidiaries that guarantee the Issuer’s credit facility, which is governed by the Amended and Restated Credit Agreement (the “Credit Agreement”), dated as of February 19, 2013, among the Issuer, Holdings, the subsidiary guarantors party thereto, the lenders party thereto, Deutsche Bank AG New York Branch, as administrative agent and Bank of America, N.A. as successor administrative agent, as subsequently amended and supplemented from time to time and now includes a term loan A facility (“Term Loan A”), a term loan B facility (“Term Loan B”), and a revolving credit facility (the “Revolving Credit Facility and, together with Term Loan A and Term Loan B, collectively, the “Credit Facility”). In addition, each future direct and indirect restricted subsidiary of the Issuer that guarantees indebtedness under the Credit Facility, any additional first lien obligations, any junior lien obligations or any capital markets debt securities of the Issuer or a guarantor, will guarantee the New Secured Notes. The Credit Facility currently requires, subject to certain exceptions (including unrestricted subsidiaries and securitization subsidiaries), newly formed or acquired domestic wholly-owned subsidiaries to guarantee the obligations thereunder. Neither the New Secured Notes nor the Credit Facility will be guaranteed by any of the Issuer’s foreign subsidiaries or unrestricted subsidiaries.

The New Secured Notes and the guarantees (i) are general senior secured obligations of the Issuer and each Guarantor, (ii) rank equally in right of payment to all existing and future unsubordinated indebtedness of the Issuer or Guarantor, as applicable, (iii) rank effectively senior to all unsecured indebtedness of the Issuer or Guarantor, as applicable, to the extent of the value of the collateral securing the New Secured Notes, which it shares pari passu with the Credit Facility, the Issuer’s $530 million April 2023 Notes issued on April 14, 2015 (which have been called for redemption), the Issuer’s $500 million 5.250% senior secured notes due 2023 issued on November 9, 2015 and the Issuer’s $775 million 9.250% senior secured notes due 2025 issued on April 17, 2020, (iv) are structurally subordinated to all existing and future indebtedness, claims of holders of preferred stock and other liabilities of subsidiaries of the Issuer or Guarantor, as applicable, that do not guarantee the New Secured Notes and (v) are senior in right of payment to all existing and future subordinated indebtedness of the Issuer or Guarantor, as applicable. Upon the occurrence of specific kinds of changes of control, the holders of the New Secured Notes will have the right to cause the Issuer to repurchase some or all of the New Secured Notes at 101.000% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase. The New Secured Notes will be subject to redemption on the terms and at the prices set forth in the New Secured Notes Indenture.

The New Secured Notes Indenture contains covenants that, among other things, limit the Issuer’s ability and the ability of its restricted subsidiaries to:

These covenants are subject to important exceptions, limitations and qualifications. These covenants will be suspended, and shall not apply at any time during which the New Secured Notes have been assigned an investment grade rating.

This description of the New Secured Notes Indenture and the New Secured Notes does not purport to be complete and is qualified in its entirety by reference to the New Secured Notes Indenture and the form of the New Secured Notes, which are attached to this Form 8-K as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Security Agreement

The Issuer’s and the Guarantors’ obligations under the New Secured Notes Indenture are secured by first-priority liens on the same collateral securing, on a pari passu basis, the indebtedness owing under the Credit Facility, the Issuer’s $530 million April 2023 Notes issued on April 14, 2015 (which have been called for redemption), the Issuer’s $500 million 5.250% senior secured notes due 2023 issued on November 9, 2015 and the Issuer’s $775 million 9.250% senior secured notes due 2025 issued on April 17, 2020, pursuant to certain security agreements and pledge agreements, as may be amended from time to time among Holdings, the Issuer and certain of its restricted subsidiaries (collectively, the “Security Documents”), including a pledge and security agreement executed in connection with the entry into the New Secured Notes Indenture, on August 27, 2020, by and among the Issuer, the Guarantors, and Wells Fargo, as collateral agent (the “Security Agreement”).

The liens granted under the Security Documents constitute first-priority liens, subject to certain exceptions and permitted liens described therein, on:

except for, so long as such assets are not pledged to secure any other first lien obligations, Principal Domestic Properties and Domestic Subsidiaries, which include Headquarters and Headquarters SPV (each as defined in the New Secured Notes Indenture).

This description of the Security Documents, including the Security Agreement, does not purport to be complete and is qualified in its entirety by reference to the Security Agreement, which is attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Credit Facility Transactions

The parties to the Issuer’s Credit Facility have entered into amendments to the Credit Agreement (the “Credit Facility Amendments”), dated as of August 27, 2020, as a result of which:

The maturity of the $1,900 million Term Loan B (of which approximately $1,831 million is outstanding) remains February 22, 2024.

In connection with extending the maturity date of the Revolving Credit Facility and Term A Loan, the Credit Facility Amendments provide that, during any covenant suspension resulting from a Material Travel Event Disruption (as defined in the Credit Agreement), including during the current covenant suspension period, the Issuer must maintain liquidity of at least $450 million on a monthly basis, limit certain payments to equity holders, certain investments, certain prepayments of unsecured debt and the ability of certain subsidiaries to incur additional debt. The Credit Facility Amendments also increases the interest rate spreads for the Credit Facility by 0.25%.

The disclosure set forth under Item 1.01 above is incorporated herein by reference.

The New Secured Notes Indenture contains covenants that limit, among other things, the Issuer’s ability to pay dividends on its capital stock, subject to certain exceptions, which may in turn, impact the ability of holders of the Company’s common stock to receive dividends. For more information, see the New Secured Notes Indenture, which is attached to this Form 8-K as Exhibit 4.1 and is incorporated herein by reference.

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 “believe,” “could,” “likely,” “expect,” “plan,” “commit,” “guidance,” “outlook,” “anticipate,” “will,” “incremental,” “preliminary,” “forecast,” “continue,” “strategy,” “confidence,” “momentum,” “estimate,” “objective,” “project,” “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 the Company’s 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 affect our business and results of operations is included in the “Risk Factors” and “Forward-Looking Statements” sections in our Quarterly Reports on Form 10-Q filed with the SEC on August 10, 2020 and May 8, 2020, and our Annual Report on Form 10-K filed with the SEC on February 26, 2020 and in our other filings with the SEC. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, 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, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.