UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
As previously reported, on February 14, 2023, Sabre Securitization, LLC, a special purpose entity (the “SPE”) that is an indirect subsidiary of Sabre Corporation (“Sabre” or the “Company”), entered into a three-year committed accounts receivable securitization facility (the “AR Facility”) of up to $200 million with PNC Bank, N.A., as administrative agent (the “Administrative Agent”), structuring agent and lender.
In connection with the AR Facility, certain subsidiaries of the Company, as originators (the “Originators”), have entered into two sale and contribution agreements, each dated as of March 30, 2023, (the “Sale and Contribution Agreements”). Pursuant to the Sale and Contribution Agreements, the Originators have sold and contributed substantially all of their accounts receivable and certain related assets (collectively, the “Receivables”) to the SPE, a separate legal subsidiary of the Company whose sole business consists of the purchase, or acceptance through capital contributions, of the Receivables and whose assets are not available to satisfy other creditors of the Company, the Originators, or any other subsidiary of the Company.
The initial borrowings under the AR Facility are $115 million. Unless required by law, the Company undertakes no obligation to publicly update the amount of borrowings outstanding under the AR Facility.
These descriptions of the Sale and Contribution Agreements do not purport to be complete and are qualified in their entirety by reference to the Sale and Contribution Agreements, which are attached to this Form 8-K as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference.
| 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
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 | ||||||
| Dated: March 31, 2023 |
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| By: |
/s/ Michael Randolfi | |||||
| Name: |
Michael Randolfi | |||||
| Title: |
Executive Vice President and Chief Financial Officer | |||||