Sabre Issues $150M 7.00% Exchangeable Notes, Repurchases $100M 7.32% Notes

SABRSABR

Sabre issued $150 million of 7.00% exchangeable notes due 2031, using proceeds to repurchase $100 million of its 7.32% notes due 2026 and retire the rest, resulting in no net debt increase. The notes carry an initial exchange rate of 447.2272 shares per $1,000, at a $2.24/share price, 30% premium.

1. Issuance of New Exchangeable Notes

Sabre GLBL Inc., a wholly-owned subsidiary of Sabre, issued $150.0 million of 7.00% exchangeable senior notes due May 15, 2031, fully guaranteed by Sabre and Sabre Holdings. The transaction, privately placed with qualified institutional buyers and accredited investors, is expected to settle on or about May 18, 2026.

2. Use of Proceeds and Debt Repurchase

Substantially all net proceeds will repurchase $100.0 million of Sabre GLBL’s outstanding 7.32% exchangeable notes due 2026 at par plus accrued interest. Remaining proceeds will retire or repurchase the balance of the 2026 notes, ensuring no incremental indebtedness from the transaction.

3. Terms and Exchange Features

The new notes accrue interest semi-annually at 7.00% and mature in 2031. Holders may exchange notes for cash, Sabre common shares or both—initially at 447.2272 shares per $1,000 principal (a $2.24/share price, 30% premium). Exchange rights fully vest after November 15, 2030; Sabre may redeem early under specified stock-price conditions.

4. Potential Share Price Impact

Initial noteholders may sell shares or enter derivative hedges to offset equity exposure, potentially exerting downward pressure on Sabre common stock or exchangeable note prices. Holders also have repurchase rights on May 15, 2029, and upon defined fundamental changes, which could influence future trading.

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