| Item 1.01 | Entry into a Material Definitive Agreement |
On June 7, 2023, Sabre GLBL, Inc. (“Sabre GLBL”), a wholly-owned subsidiary of Sabre Corporation, entered into an amendment (the “Amendment”) to the commitment letter, dated May 25, 2023 (the “Commitment Letter”), with lenders led by affiliates of Centerbridge Partners, L.P. (such lenders collectively, the “Lenders”). Pursuant to the Commitment Letter, the Lenders committed to provide a senior secured term loan facility of up to $665 million (the “Term Loan Facility”) to Sabre Financial Borrower, LLC (the “Borrower”), a Delaware limited liability company and wholly-owned subsidiary of Sabre Corporation, subject to the Borrower using the proceeds from the Term Loan Facility for an intercompany loan (the “New Pari 1L Facility”) to Sabre GLBL. The Commitment Letter was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by Sabre Corporation on May 25, 2023.
Among other things, the Amendment provides for the following modifications to the Commitment Letter:
| | a) | The aggregate amount available under the Term Loan Facility will be $700 million. The additional $35 million will be available to the Borrower as commitments to provide incremental funding to the Borrower (the “Extended Term Loan Commitment”). The incremental facilities under the Extended Term Loan Commitments will be available in a single draw, subject to completion of certain customary conditions specified in the documentation for the Term Loan Facility and will be available for 120 days from the closing date of the Term Loan Facility. |
| | b) | The Term Loan Facility will bear interest at a floating rate, payable quarterly and set in arrears every quarter based on the average of the highest yield to maturity of any tranche of Sabre GLBL’s or any of its affiliates’ outstanding third-party indebtedness (other than the Term Loan Facility, the New Pari 1L Facility or any securitization facility or special purpose financing of any joint venture) on each of the 20 prior trading days, plus (i) 25 basis points for cash interest or (ii) 175 basis points for payable-in-kind interest. |
| | c) | All prepayments made on or prior to the third anniversary of the closing date will be subject to prepayment premiums as follows: (i) with respect to any prepayment occurring on or prior to the second anniversary of the closing date, a customary make-whole amount, and (ii) with respect to any prepayment occurring after the second anniversary of the closing date and on or prior the third anniversary of the closing date, 25% of the applicable interest margin. |
| | d) | The same modifications set forth in paragraphs (a) through (c) apply to the New Pari 1L Facility. |
Sabre Corporation and its affiliates intend to use the funds available under the Extended Term Loan to purchase Sabre GLBL’s senior secured notes, or other existing debt, in the open market, in privately negotiated transactions or otherwise at their discretion. Any such purchases may be on the same terms or, where applicable, on terms that are more or less favorable to holders of such debt than the terms of Sabre GLBL’s tender offers (the “Tender Offers”) pursuant to the offer to purchase dated May 25, 2023. Any such purchases will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) Sabre Corporation and its affiliates may choose to pursue or as to when any such alternatives (or combinations thereof) may be pursued.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 hereto and 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 “expect,” “believe,” “likely,” “encouraged,” “resilient,” “outlook,” “goal,” “opportunity,” “target,” “future,” “trend,” “plan,” “guidance,” “anticipate,” “will,” “forecast,” “continue,” “on track,” “objective,” “trajectory,” “scenario”, “strategy,” “estimate,” “project,” “possible,” “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 our 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
