| Item 1.01 | Entry into a Material Definitive Agreement |
In connection with the Exchange (as defined below) by Sabre GLBL Inc. (“Sabre GLBL”), a wholly-owned subsidiary of Sabre Corporation (“Sabre”), Sabre GLBL issued approximately $50.1 million in additional aggregate principal amount of its 8.625% Senior Secured Notes due 2027 (the “Additional 2027 Notes”), previously issued on September 7, 2023 in an aggregate principal amount of approximately $853 million (the “Existing 2027 Notes” and, together with the Additional 2027 Notes, the “2027 Notes”).
The Additional 2027 Notes issued in the Exchange form a single series with, and are fungible with, the Existing 2027 Notes. The Additional 2027 Notes have the same terms (except for the issue date) as the Existing 2027 Notes.
The Additional 2027 Notes were issued under the Indenture, dated as of September 7, 2023 (the “Original Indenture”), by and among Sabre GLBL, Sabre Holdings Corporation (“Holdings”) and certain of Sabre GLBL’s subsidiaries, as guarantors (collectively, with Holdings, the “Guarantors”), and Computershare Trust Company, N.A. (“Computershare”), as trustee and collateral agent, as amended and supplemented by a supplemental indenture for the Additional 2027 Notes, dated as of March 7, 2024 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), by and among Sabre GLBL, the Guarantors and Computershare, as trustee and collateral agent.
The description of the Original Indenture and the 2027 Notes is incorporated herein by reference to Item 1.01 of Sabre’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7, 2023.
This description of the Indenture and the 2027 Notes does not purport to be complete and is qualified in its entirety by reference to the Original Indenture, the First Supplemental Indenture and the form of the 2027 Notes, which are attached to this Form 8-K as Exhibits 4.1, 4.2 and 4.3, respectively, and are 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.
On March 7, 2024, Sabre GLBL exchanged (the “Exchange”) 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 (collectively, the “Existing Secured Notes”) for (i) approximately $50.1 million in Additional 2027 Notes and (ii) an aggregate of approximately $256,000 in cash, representing accrued and unpaid interest. The Exchange was based on privately negotiated exchange agreements that Sabre GLBL, together with certain of its subsidiaries, had entered into on March 5, 2024, with a limited number of existing holders of Existing Secured Notes.
On March 8, 2024, Sabre issued a press release announcing the Exchange. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.
