| Item 1.01 | Entry into a Material Definitive Agreement |
On February 14, 2023 (the “Closing Date”), Sabre Securitization, LLC, a special purpose entity (the “SPE”) that is an indirect subsidiary of Sabre Corporation (“Sabre” or the “Company”), entered into a three-year committed accounts receivable securitization facility (the “AR Facility”) of up to $200 million with PNC Bank, N.A., as administrative agent (the “Administrative Agent”), structuring agent and lender.
In connection with the AR Facility, certain subsidiaries of the Company, as originators (the “Originators”), will sell or contribute, pursuant to two Sale and Contribution Agreements, to be entered into prior to the initial funding date under the AR Facility (the “Sale and Contribution Agreements”), substantially all of their accounts receivable and certain related assets (collectively, the “Receivables”) to the SPE, a separate legal subsidiary of the Company whose sole business consists of the purchase, or acceptance through capital contributions, of the Receivables and whose assets are not available to satisfy other creditors of the Company, the Originators, or any other subsidiary of the Company.
The SPE will finance its initial and ongoing acquisitions of the Receivables in part by obtaining secured loans from the lenders party to the Receivables Financing Agreement, dated as of the Closing Date (the “RFA”), among the SPE, Sabre GLBL, Inc. and Sabre Global Technologies Limited, as the initial servicers (the “Servicers”), the Administrative Agent, the lenders party thereto, and PNC Bank, N.A. The amount available for borrowings at any one time under the RFA is limited to a borrowing base amount calculated based on the outstanding balance of eligible Receivables, subject to certain reserves, concentration limits, and other limitations. Borrowings under the RFA bear interest based on SOFR (as defined in the RFA), in each case subject to a minimum floor of 0 basis points, plus a drawn fee initially in the amount of 225 bps. The drawn fee varies based on our leverage, and the SPE also pays a fee on the undrawn committed amount of the RFA. Interest and fees payable by the SPE under the RFA are due monthly. The initial borrowing under the AR facility will be subject to certain conditions precedent, including entry into the Sale and Contribution Agreements and other ancillary arrangements and the delivery of customary legal opinions.
The SPE pledged its ownership interest in the Receivables as collateral security for all amounts outstanding under the RFA, and the Servicers will perform administrative and collection services relating to the Receivables on behalf of the SPE for a fee.
The RFA is scheduled to terminate in February 2026, unless extended in accordance with its terms or earlier terminated, at which time no further advances will be available and the obligations thereunder repaid in full by no later than (i) the date that is ninety (90) days following such date or (ii) such earlier date on which the loans under the RFA become due and payable.
The purchase price for the sale of the Receivables by an Originator to the SPE will consist of a combination of (i) equity contributions in the SPE from its direct parent, (ii) cash available to the SPE from loans under the RFA and from collections on previously sold Receivables, and (iii) to the extent that the SPE does not have funds available to pay the purchase price in cash, through an increase in the principal amount of a subordinated intercompany loan made by such Originator to the SPE.
These descriptions of the AR Facility do not purport to be complete and are qualified in their entirety by reference to the RFA, which is attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth under Item 1.01 above is incorporated herein by reference.
