Sabre Corporation announced a refinancing of a portion of its existing indebtedness, including the repayment in full of its Term Loan B facility and its Revolving Credit Loan facility, and termination of the revolving commitments thereunder. Sabre incurred no additional indebtedness as a result of the refinancing above the refinanced amount, other than amounts covering certain interest, fees and expenses. The refinancing has meaningfully improved Sabre’s debt maturity profile and its operational flexibility by amending the financial performance covenant to remove the minimum liquidity requirement, the total net leverage ratio maintenance requirement, and certain other limitations.
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The refinancing included the application of the proceeds of (i) a new $404 million term loan “B-1” facility (the “New Term B-1 Facility”) and (ii) a new $644 million term loan “B-2” facility (together with the New Term B-1 Facility, the “New Facilities”), borrowed by its wholly-owned subsidiary Sabre GLBL Inc. (“Sabre GLBL”) under its existing senior secured credit agreement (the “Credit Agreement”), to pay down in full $633,815,000 of the existing Term Loan B credit facility incurred December 17, 2020 under the Credit Agreement and $400,000,000 of the existing Revolving Credit Loan facility outstanding as of July 12, 2021 under the Credit Agreement, and to terminate the revolving commitments thereunder. The New Facilities mature on December 17, 2027 and offer Sabre the ability to prepay the New Facilities after December 17, 2021 or to prepay at a 101 premium before that date. In addition, on July 2, 2021, in anticipation of the revolver repayment and termination of the revolving commitments (and related letter of credit subfacility), Sabre GLBL entered into a new $20 million letter of credit facility (the “LC Facility”) with Bank of America, N.A.
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The New Facilities and the LC Facility are guaranteed by Sabre Holdings Corporation and each subsidiary of Sabre GLBL that guarantees the Credit Agreement. The New Facilities and the guarantees thereof are secured, subject to permitted liens, by a first-priority security interest in the same collateral that secures Sabre GLBL’s other senior secured indebtedness, which is substantially all present and hereafter acquired property and assets of Sabre GLBL and the guarantors (other than certain excluded assets). The LC Facility is secured by a cash collateral deposit account held at Bank of America, N.A.
BofA Securities, Inc., Mizuho Bank, Ltd., Wells Fargo Securities, LLC, Deutsche Bank Securities Inc. and Goldman Sachs Lending Partners LLC acted as joint bookrunners and BofA Securities, Inc. acted as sole lead arranger for the New Term B-1 Facility. BofA Securities, Inc. acted as sole bookrunner and sole lead arranger for the New Term B-2 Facility. Bank of America is the administrative agent and the collateral agent for the Credit Agreement.
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