Sabre upsizes, extends tender offers for three notes, gives tally

By Marisa Wong

Los Angeles, June 12 – Sabre Corp. announced the early tender results of wholly owned subsidiary Sabre GLBL Inc.’s May 25 tender offers for three series of notes. Sabre also announced an upsizing and extension of the tender offers, according to a Monday press release.

The maximum aggregate purchase price has been increased to $650 million from $615 million, and the offers will now expire at 5 p.m. ET on June 27 instead of 5 p.m. ET on June 26.

Because the aggregate purchase price of all securities tendered by the early tender deadline exceeds the new $650 million cap, no securities tendered after the early deadline will be accepted for purchase, the company said.

As of the early tender deadline at 5 p.m. ET on June 9, holders had tendered the following notes, with the series listed in order of acceptance priority:

• $763.03 million, or 98.46%, of the $775 million outstanding 9¼% senior secured notes due 2025 (Cusips: 78573NAC6, U86043AC7), $649,996,030 of which is expected to be accepted for purchase, subject to a proration factor of 87.87%, for a total consideration of $970 per $1,000 principal amount,

• $706.67 million, or 93.14%, of the $850 million outstanding 7 3/8% senior secured notes due 2025 (Cusips: 78573NAF9, U86043AD5), none of which is expected to be accepted for purchase. The total consideration set for this series is $920 per $1,000 principal amount; and

• $255,537,000, or 46.04%, of the $555 million outstanding 11¼% senior secured notes due 2027 (Cusips: 78573NAH5, U86043AF0), none of which is expected to be accepted for purchase. The total consideration for this series was set at $840 per $1,000 principal amount.

The total consideration includes an early tender premium of $50 per $1,000 of notes tendered by the early deadline.

The company will also pay accrued interest.

Tenders may no longer be withdrawn.

Early settlement is expected to be June 13.

The offers are subject to some conditions, including a financing condition.

At the start of the offer, Sabre announced that Sabre GLBL had received a commitment from lenders led by affiliates of Centerbridge Partners, LP for a new $665 million senior secured credit facility. The company stated then that it expects satisfaction of the financing condition, together with cash on hand, to be sufficient to fund the tender offers.

Perella Weinberg Partners LP is the dealer manager for the tender offers (646 680-8197, mrahmani@pwpartners.com, 646 680-8317, ogordon@pwpartners.com).

D.F. King & Co., Inc. is the tender and information agent (212 269-5550, 866 416-0577, sabre@dfking.com).

Perella Weinberg Partners is financial adviser and Davis Polk & Wardwell LLP is legal counsel to Sabre on this transaction.

Mayer Brown LLP is legal counsel to Perella Weinberg Partners.

Sabre is a Southlake, Tex.-based software and technology company for the travel industry.

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