The Tender Offers remain subject to the satisfaction or waiver of the conditions described in the Offer to Purchase, including the financing for the Tender Offers. Such conditions may be waived by Sabre GLBL in its sole discretion, subject to applicable law. Any waiver of a condition by Sabre GLBL will not constitute a waiver of any other condition. Subject to the satisfaction or waiver of such conditions and as described in the Offer to Purchase, Sabre GLBL is expected to make payment on June 13, 2022 (such date and time, as it may be extended, the “Early Settlement Date”) for the Securities that (i) were validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and (ii) are accepted for purchase on the Early Settlement Date.
As the Aggregate Purchase Price of all validly tendered and not validly withdrawn 9.250% Senior Secured Notes due 2025 (the “9.250% Notes”) exceeds $650 million, no validly tendered 7.375% Senior Secured Notes due 2025 or 11.250% Senior Secured Notes due 2027 will be accepted for purchase, and the 9.250% Notes will be accepted on a pro rata basis and will be subject to a proration factor of approximately 87.87%. Securities tendered and not purchased on the Early Settlement Date will be returned to holders of Securities (the “Holders”) promptly after the Early Settlement Date. The consideration to be paid for the 9.250% Notes accepted for purchase on the Early Settlement Date per $1,000 principal amount of such Securities is the amount set forth in the table above under the heading “Total Consideration.” The amounts set forth in the table above under “Total Consideration” include an early tender premium of $50 per $1,000 principal amount of 9.250% Notes accepted for purchase (the “Early Tender Premium”). All Holders of 9.250% Notes accepted for purchase will also receive accrued interest from, and including, the most recent interest payment date preceding the Early Settlement Date to, but not including, the Early Settlement Date.
Sabre GLBL expressly reserves the right, in its sole discretion, subject to applicable law, to: (i) terminate any or all of the Tender Offers and not accept for purchase any of the Securities not theretofore accepted for purchase in the terminated Tender Offer or Tender Offers, (ii) waive any and all of the conditions to the Tender Offers on or prior to the time the Securities are accepted for purchase in any or all of the Tender Offers, (iii) extend the Early Tender Deadline or the time at which the Tender Offers are scheduled to expire to a later date and time, (iv) increase or decrease the maximum Aggregate Purchase Price, or (v) otherwise amend the terms and conditions of the Tender Offers.
The aggregate amount that all Holders are entitled to receive for their Securities that are accepted for purchase by Sabre GLBL in the Tender Offers, excluding accrued interest, is referred to as the “Aggregate Purchase Price.” “Aggregate Maximum Tender Amount” refers to the maximum principal amount of Securities that can be purchased for cash in the Tender Offers without resulting in the Aggregate Purchase Price exceeding $650 million.
Information Relating to the Tender Offers
The complete terms and conditions of the Tender Offers are set forth in the Offer to Purchase. Investors with questions regarding the Tender Offers may contact Perella Weinberg Partners LP at tel: +1 (646) 680-8197, attention Matt Rahmani (email: mrahmani@pwpartners.com) or tel: +1 (646) 680-8317, attention Livvy Gordon (email: ogordon@pwpartners.com). D.F. King & Co., Inc. is the tender and information agent for the Tender Offers. Copies of the Offer to Purchase and any related offer documents may be obtained by contacting D.F. King & Co., Inc. by phone at (212) 269-5550 (New York) or (866) 416-0577 (toll-free) or by email at sabre@dfking.com.
None of Sabre GLBL, Sabre, their affiliates, their respective boards of directors and stockholders, the dealer manager, the tender and information agent or Computershare Trust Company, N.A., as trustee for the Securities, are making any recommendation as to whether Holders should tender any Securities in response to the Tender Offers. Holders must make their own decision as to whether to tender any of their Securities, and, if so, the principal amount of Securities to tender.
This press release is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any of the Securities, and the Tender Offers do not constitute offers to buy or the solicitation of offers to sell Securities in any jurisdiction or in any circumstances in which such offers are unlawful. The full details of the Tender Offers, including complete instructions on how to tender Securities, are included in the Offer to Purchase. Holders are strongly encouraged to read carefully the Offer to Purchase because it will contain important information.
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