UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 16, 2023, Sabre GLBL Inc. (the “Borrower”), a wholly-owned subsidiary of Sabre Corporation (“Sabre,” the “Corporation,” “we,” “us,” or “our”), entered into the SOFR Amendment (as defined below), dated May 16, 2023, amending the Borrower’s senior secured credit facilities. The SOFR Amendment was entered into pursuant to that certain Amended and Restated Credit Agreement, dated as of February 19, 2013 (as further amended on September 30, 2013, February 20, 2014, July 18, 2016, February 22, 2017, August 23, 2017, March 2, 2018, August 27, 2020, December 17, 2020, July 12, 2021, March 9, 2022 and August 15, 2022, the “Credit Agreement”), by and among the Borrower, Sabre Holding Corporation as Holdings, the lenders party thereto, the other parties thereto and Bank of America, N.A. (“BofA”), as administrative agent (in such capacity the “Administrative Agent”).
Amendment No. 5 to the Credit Agreement among the Borrower and the Administrative Agent (the “SOFR Amendment”) provides for the replacement of LIBOR-based rates with a SOFR-based rate for the 2021 Other Term B-1 Loans and the 2021 Other Term B-2 Loans (as defined in the Credit Agreement), and amends certain provisions of the Credit Agreement. Pursuant to the SOFR Amendment, the interest rates on the 2021 Other Term B-1 Loans and the 2021 Other Term B-2 Loans will be based on Term SOFR following the end of the current Interest Period for these loans (each term, as defined below). The interest rates for the 2021 Other Term B-1 Loans and the 2021 Other Term B-2 Loans are calculated in accordance with the SOFR Amendment, with the applicable interest rate margins being 3.50% per annum for SOFR-based loans and 2.50% per annum for base rate loans, with a floor of 0.50% for the SOFR-based loans, and 1.50% for the base rate loans, respectively.
The foregoing description of the SOFR Amendment is not intended to be complete and is qualified in its entirety by reference to the full text of the SOFR Amendment, which is incorporated herein by reference to Exhibit 10.1 to this Current Report on Form 8-K.
As used above the following terms have the following meanings (terms defined in the singular to have a correlative meaning when used in the plural and vice versa; capitalized terms used without definition shall have the meaning ascribed to such terms in the Credit Agreement):
“CME” means CME Group Benchmark Administration Limited.
“Interest Period” means, (1) in the case of Loans other than the 2021 Other Term B-1 Loans, the 2021 Other Term B-2 Loans, the 2022 Term B Loans and the 2022 Term B-2 Loans, as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, or to the extent agreed to by each Lender of such Eurocurrency Rate Loan, nine or twelve months or less than one month thereafter, in each case, as selected by the Borrower in its Committed Loan Notice; provided that:
(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(c) no Interest Period shall extend beyond the applicable Maturity Date for the Class of Loans of which such Eurocurrency Rate Loan is a part; and
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(2) in the case of the 2021 Other Term B-1 Loans, the 2021 Other Term B-2 Loans, the 2022 Term B Loans and the 2022 Term B-2 Loans, means as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one, three or six months thereafter, as selected by the Borrower in its Committed Loan Notice, or such other period that is twelve months or less requested by the Borrower and consented to by all the 2021 Other Term B-1 Lenders, the 2021 Other Term B-2 Lenders, the 2022 Term B Lenders or the 2022 Term B-2 Lenders, as applicable, and the Administrative Agent (in the case of each requested Interest Period, subject to availability); provided that:
(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Term SOFR Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b) any Interest Period pertaining to a Term SOFR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(c) no Interest Period shall extend beyond the Maturity Date for the Class of Loans of which such Term SOFR Loan is a part.
“SOFR” means, with respect to the 2021 Other Term B-1 Loans, 2021 Other Term B-2 Loans, 2022 Term B Loans and the 2022 Term B-2 Loans, the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator).
“SOFR Adjustment” means, (i) with respect to the 2022 Term B Loans and the 2022 Term B-2 Loans, 0.10% (10.0 basis points) for any Interest Period and (ii) with respect to the 2021 Other Term B-1 Loans and 2021 Other Term B-2 Loans, (a) 0.11448% (11.448 basis points) for an Interest Period of one-month’s duration, (b) 0.26161% (26.161 basis points) for an Interest Period of three-months’ duration, (c) 0.42826% (42.826 basis points) for an Interest Period of six-months’ duration, and (d) 0.71513% (71.513 basis points) for an Interest Period of twelve-months’ duration.
“Term SOFR” means, with respect to the 2021 Other Term B-1 Loans, the 2021 Other Term B-2 Loans, the 2022 Term B Loans and the 2022 Term B-2 Loans:
(a) for any Interest Period with respect to a Term SOFR Loan, the rate per annum equal to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the SOFR Adjustment for such Interest Period; and
(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day;
provided that if the Term SOFR determined in accordance with either of the foregoing provisions (a) or (b) of this definition would otherwise be less than 0.50%, the Term SOFR shall be deemed 0.50% for purposes of the Credit Agreement.
“Term SOFR Loan” means, with respect to the 2021 Other Term B-1 Loans, the 2021 Other Term B-2 Loans, the 2022 Term B Loans and the 2022 Term B-2 Loans, a Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR.
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“Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time).
“U.S. Government Securities Business Day” means any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.
| 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 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 10.1 | Amendment No. 5 to Amended and Restated Credit Agreement, dated May 16, 2023, among Sabre GLBL Inc., as Borrower and Bank of America, N.A., as Administrative Agent | |
| 104 | Cover Page Interactive Data File—formatted as Inline XBRL. | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sabre Corporation | ||
| By: | /s/ Michael Randolfi | |
| Michael Randolfi | ||
| Executive Vice President and Chief Financial Officer | ||
Dated: May 19, 2023
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