| 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
2
