SABRE CORPORATION Item 1.01 Entry into a Material Definitive Agreement
New Senior Secured Notes
On
The Issuer has used the net proceeds from the offering of the Senior Secured
Notes, after fees, discounts, commissions and other offering expenses, to repay
approximately
The Senior Secured Notes are jointly and severally, irrevocably and
unconditionally guaranteed by Holdings and all of the Issuer's restricted
subsidiaries that guarantee the Issuer's credit facility, which is governed by
the Amended and Restated Credit Agreement (the "Credit Agreement"), dated as of
The Senior Secured Notes and the guarantees (i) are general senior secured
obligations of the Issuer and each Guarantor, (ii) rank equally in right of
payment to all existing and future unsubordinated indebtedness of the Issuer or
Guarantor, as applicable, (iii) rank effectively senior to all unsecured
indebtedness of the Issuer or Guarantor, as applicable, to the extent of the
value of the collateral securing the Senior Secured Notes, which it shares pari
passu with the Issuer's Credit Facility, the Issuer's
The Senior Secured Notes Indenture contains covenants that, among other things, limit the Issuer's ability and the ability of its restricted subsidiaries to:
• incur additional indebtedness or issue disqualified stock or preferred
stock of subsidiaries;
• pay dividends or make other distributions on, redeem, defease, repurchase
or otherwise retire equity interests;
• create liens on certain assets to secure debt;
• make certain investments;
• sell certain assets;
• place restrictions on the ability of restricted subsidiaries to make
payments to the Issuer, Holdings or the Corporation;
• consolidate, merge or sell all or substantially all of their assets; and
• enter into certain transactions with affiliates.
These covenants are subject to important exceptions, limitations and qualifications. These covenants will be suspended, and shall not apply at any time during which the Senior Secured Notes have been assigned an investment grade rating.
This description of the Senior Secured Notes Indenture and the Senior Secured Notes does not purport to be complete and is qualified in its entirety by reference to the Senior Secured Notes Indenture and the form of the Senior . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth under Item 1.01 above is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
The Senior Secured Notes Indenture contains covenants that limit, among other things, the Issuer's ability to pay dividends on its capital stock, subject to certain exceptions, which may in turn, impact the ability of holders of the Company's common stock to receive dividends. For more information, see the Senior Secured Notes Indenture, which is attached to this Form 8-K as Exhibit 4.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
• Clarify that a notice of meeting is not required to be written and revise
certain provisions relating to adjournment procedures and lists of
stockholders entitled to vote at stockholder meetings, in each case to
conform to recent amendments to the DGCL;
• Revise the procedures and disclosure requirements set forth in the
advance notice bylaw provisions to restrict the number of nominees a
stockholder may nominate for election at a meeting to the number of
directors to be elected at such meeting;
• Address matters relating to Rule 14a-19 under the Securities Exchange Act
of 1934, as amended (the "Universal Proxy Rules"), including providing
the Company a remedy if a stockholder fails to satisfy the Universal
Proxy Rules requirements and requiring stockholders intending to use the
Universal Proxy Rules to provide reasonable evidence of the satisfaction
of the requirements under the Universal Proxy Rules at least five
business days before the meeting upon the Company's request;
• Clarify the requirements to be considered a qualified representative of a
stockholder; and
• Remove limitations to the impact of amendments of the DGCL on
indemnification rights of any Indemnitee (as defined in the Amended and
Restated Bylaws).
The Amended and Restated Bylaws also incorporate ministerial, clarifying and conforming changes and changes in furtherance of gender neutrality.
The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is filed hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
Certain statements herein are forward-looking statements about trends, future
events, uncertainties and our plans and expectations of what may happen in the
future. Any statements that are not historical or current facts are
forward-looking statements. In many cases, you can identify forward-looking
statements by terms such as "expect," "believe," "likely," "encouraged,"
"resilient," "outlook," "goal," "opportunity," "target," "future," "trend,"
"plan," "guidance," "anticipate," "will," "forecast," "continue," "on track,"
"objective," "trajectory," "scenario", "strategy," "estimate," "project,"
"possible," "may," "should," "would," "intend," "potential," or the negative of
these terms or other comparable terminology. Forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause the
Company's actual results, performance or achievements to be materially different
from any future results, performances or achievements expressed or implied by
the forward-looking statements. More information about potential risks and
uncertainties that could materially affect our business and results of
operations is included in the "Risk Factors" and "Forward-Looking Statements"
sections in our Annual Report on Form 10-K filed with the
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
3.1 Seventh Amended and Restated Bylaws ofSabre Corporation . 4.1 Indenture, dated as ofDecember 6, 2022 amongSabre GLBL Inc. , each of the guarantors party thereto andComputershare Trust Company , National Association, as trustee and collateral agent. 4.2 Form of 11.250% Senior Secured Notes due 2027 (included in Exhibit 4.1). 10.1 Pledge and Security Agreement, dated as ofDecember 6, 2022 , amongSabre GLBL Inc. ,Sabre Holdings Corporation , the subsidiary guarantors party thereto andComputershare Trust Company , National Association, as collateral agent. 104 Cover Page Interactive Data File-formatted as Inline XBRL.
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