Sabre Corporation announced that, together with its wholly-owned subsidiaries, Sabre Holdings Corporation and Sabre GLBL Inc., it has entered into privately negotiated exchange agreements (the ?Exchange Agreements?) with a limited number of existing holders, who are qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the ?Securities Act?), and institutional accredited investors, of Sabre GLBL?s outstanding 4.000% exchangeable senior notes due 2025 (the ?Existing Exchangeable Notes?). Pursuant to the Exchange Agreements, Sabre GLBL will exchange (the ?Exchange?) $150.0 million in aggregate principal amount of the Existing Exchangeable Notes for (i) $150.0 million in aggregate principal amount of new exchangeable senior notes due 2026 (the ?New Exchangeable Notes?) and (ii) an aggregate of approximately $32.6 million in cash, with such cash payment representing the premium paid for the Existing Exchangeable Notes in excess of par value and accrued and unpaid interest on the Existing Exchangeable Notes. The Exchange is expected to settle on or about March 19, 2024, subject to customary closing conditions.

Upon completion of the Exchange, the aggregate principal amount of the Existing Exchangeable Notes outstanding will be $183.0 million, and the aggregate principal amount of the New Exchangeable Notes outstanding will be $150.0 million. Sabre and Sabre GLBL will not receive any cash proceeds from the issuance of the New Exchangeable Notes pursuant to the Exchange. The New Exchangeable Notes will be senior, unsecured obligations of Sabre GLBL, which will be fully and unconditionally guaranteed by Sabre and Sabre Holdings Corporation, the sole direct subsidiary of Sabre and direct parent of Sabre GLBL.

The New Exchangeable Notes will accrue interest payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2024. The interest rate for the New Exchangeable Notes will be determined based on the volume-weighted average price of Sabre?s common stock, $0.01 par value per share (the ?Common Stock?), over a measurement period following execution of the Exchange Agreements, but in no event will be less than 4.00% or greater than 7.50%. The New Exchangeable Notes will mature on August 1, 2026 (the ?Maturity Date?), unless earlier repurchased or exchanged.

Before February 1, 2026, noteholders will have the right to exchange their New Exchangeable Notes only upon the occurrence of certain events. From and after February 1, 2026, noteholders may exchange their New Exchangeable Notes at any time at their election until the close of business on the second scheduled trading day immediately before the Maturity Date. Sabre GLBL will have the right to elect to settle exchanges in cash, shares of Common Stock or in a combination of cash and Common Stock at Sabre GLBL?s election.

Upon exchange of any New Exchangeable Note, the exchange value will be determined over a period of multiple trading days. The initial exchange rate is 222.2222 shares of Common Stock per $1,000 principal amount of the New Exchangeable Notes, which represents an initial exchange price of approximately $4.50 per share of Common Stock. The initial exchange price represents a premium of approximately 72.4% over the last reported sale price of $2.61 per share of Common Stock on March 1, 2024.

The exchange rate and exchange price will be subject to adjustment upon the occurrence of certain events. The New Exchangeable Notes will not be redeemable prior to the Maturity Date.