Cleary Gottlieb represented (i) Sabre, and affiliates of TPG Global and Silver Lake Partners (collectively, the “selling stockholders”) in a $877 million secondary public offering of 30,000,000 shares of common stock; and (ii) Sabre GLBL, a wholly-owned subsidiary of Sabre, in an immediately preceding offering of $500 million of its 5.250% senior secured notes due 2023, which were offered pursuant to exemptions from registration under Rule 144A and Regulation S. Both offerings priced on November 4, 2015, the Notes offering closed on November 9, 2015 and the secondary equity offering closed on November 10, 2015.
The secondary equity offering priced at $29.27 per share. All of the shares of common stock offered were sold by the selling stockholders, through a block trade. Following the offering, the selling stockholders will continue to own approximately 39.6% of Sabre. As part of this transaction, Sabre repurchased 3,400,000 of the 30,000,000 shares of common stock from the underwriter for approximately $100 million (“Share Repurchase”). Sabre did not sell any shares or receive any proceeds from the equity offering. The proceeds from the sale of the Notes will be used to redeem $235 million of the $400 million 8.35% senior unsecured notes due 2016 issued by Sabre Holdings Corporation, a subsidiary of Sabre and parent of Sabre GLBL, to pay related accrued interest, premiums, fees and expenses and to fund the Share Repurchase, with the excess net proceeds available for general corporate purposes, including potential acquisitions. The Notes are secured by a first lien on substantially all of the present and subsequently acquired property and assets of Sabre GLBL and the guarantors. Those assets also constitute collateral securing debt under Sabre GLBL’s credit facility and its previously-issued senior secured notes on a first-priority basis.
Sabre Corporation is a leading technology provider to the global travel and tourism industry. Sabre’s software, data, mobile and distribution solutions are used by hundreds of airlines and thousands of hotel properties to manage critical operations, including passenger and guest reservations, revenue management, flight, network and crew management. Sabre also operates a leading global travel marketplace, which processes more than $120 billion of estimated travel spend annually by connecting travel buyers and suppliers. Headquartered in Southlake, Texas, USA, Sabre serves customers in more than 160 countries around the world. Cleary Gottlieb acted as counsel to Sabre in Sabre’s initial public offering in April 2014, in three other secondary public offerings by the selling stockholders in February 2015, May 2015 and August 2015 and in an offering of $530 million of senior secured notes by Sabre GLBL in April 2015.