Delaware | 001-36422 | 20-8647322 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
3150 Sabre Drive Southlake, TX | 76092 | |
(Address of principal executive offices) | (Zip Code) |
Emerging growth company | ¨ | |
If emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ |
Item 1.01 | Entry into a Material Definitive Agreement. |
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Item 8.01 | Other Events. |
Item 9.01 | Financial Statements and Exhibits. |
Exhibit Number | Description | ||
10.1 | Fourth Incremental Term Facility Amendment to Amended and Restated Credit Agreement, dated August 23, 2017, among Sabre GLBL Inc., Sabre Holdings Corporation, each of the other Loan Parties party thereto, Bank of America, N.A., as Administrative Agent and the 2017 B-1 Incremental Term Lenders party thereto. | ||
10.2 | Term A Loan Refinancing Amendment to Amended and Restated Credit Agreement, dated August 23, 2017, among Sabre GLBL Inc., Sabre Holdings Corporation, each of the other Loan Parties party thereto, Bank of America, N.A., as Administrative Agent and the 2017 Other Term A Lenders party thereto. | ||
10.3 | Second Revolving Facility Refinancing Amendment to Amended and Restated Credit Agreement, dated August 23, 2017, among Sabre GLBL Inc., Sabre Holdings Corporation, each of the other Loan Parties party thereto, Bank of America, N.A., as Administrative Agent and Lenders party thereto. | ||
99.1 | Press release issued by Sabre Corporation on August 23, 2017. |
Sabre Corporation | ||
Dated: August 23, 2017 | By: | /s/ Richard A. Simonson |
Name: | Richard A. Simonson | |
Title: | Executive Vice President and Chief Financial Officer |
Exhibit Number | Description | ||
10.1 | Fourth Incremental Term Facility Amendment to Amended and Restated Credit Agreement, dated August 23, 2017, among Sabre GLBL Inc., Sabre Holdings Corporation, each of the other Loan Parties party thereto, Bank of America, N.A., as Administrative Agent and the 2017 B-1 Incremental Term Lenders party thereto. | ||
10.2 | Term A Loan Refinancing Amendment to Amended and Restated Credit Agreement, dated August 23, 2017, among Sabre GLBL Inc., Sabre Holdings Corporation, each of the other Loan Parties party thereto, Bank of America, N.A., as Administrative Agent and the 2017 Other Term A Lenders party thereto. | ||
10.3 | Second Revolving Facility Refinancing Amendment to Amended and Restated Credit Agreement, dated August 23, 2017, among Sabre GLBL Inc., Sabre Holdings Corporation, each of the other Loan Parties party thereto, Bank of America, N.A., as Administrative Agent and Lenders party thereto. | ||
99.1 | Press release issued by Sabre Corporation on August 23, 2017. |
SABRE GLBL INC., | |
By | |
/s/ Chris Nester | |
Name: Chris Nester | |
Title: Senior Vice President and Treasurer |
SABRE HOLDINGS CORPORATION, | |
By | |
/s/ Chris Nester | |
Name: Chris Nester | |
Title: Senior Vice President and Treasurer |
EACH OF THE LOAN PARTIES LISTED BELOW, hereby consents to the entering into of this Incremental Term Facility Amendment and agrees to the provisions hereof: GetThere Inc. GetThere L.P. by GetThere Inc., its General Partner lastminute.com LLC lastminute.com Holdings, Inc. Sabre International Newco, Inc. SabreMark G.P., LLC SabreMark Limited Partnership by SabreMark G.P., LLC., its General Partner TVL Holdings I, LLC TVL Holdings, Inc. TVL LLC TVL LP by TVL LLC, its General Partner TVL Common, Inc. | |
By | |
/s/ Chris Nester | |
Name: Chris Nester | |
Title: Treasurer |
Nexus World Services, Inc. IHS US Inc. InnLink, LLC TravLynx LLC | |
By | |
/s/ Chris Nester | |
Name: Chris Nester | |
Title: Treasurer |
PRISM Group, Inc. | |
PRISM Technologies, LLC | |
By | |
/s/ Chris Nester | |
Name: Chris Nester | |
Title: Treasurer |
BANK OF AMERICA, N.A., as Administrative Agent and a 2017 B-1 Incremental Term Lender | |
By | |
/s/ Maurice E. Washington | |
Name: Maurice E. Washington | |
Title: Vice President | |
By | |
Name: | |
Title: |
AMERICAS 93190561 |
A. □ CONSENT AND CASHLESS SETTLEMENT OPTION (EXISTING TERM LENDERS ONLY): By checking this box, the undersigned Existing Term Lender hereby (i) consents to the Fourth Incremental Term Facility Amendment to the Amended and Restated Credit Agreement, (ii) agrees to convert (on a cashless basis) 100% of the outstanding principal amount of its Existing Term B Loans for 2017 B-1 Incremental Term Loans in an equal principal amount, (iii) acknowledges and agrees that its 2017 B-1 Incremental Term Loan Conversion Amount may be less than the full principal amount of its Existing Term B Loans which it elects to convert hereunder and (iv) constitutes a 2017 B-1 Incremental Term Lender. |
B. □ ASSIGNMENT SETTLEMENT OPTION (EXISTING TERM LENDERS ONLY): By checking this box, the undersigned Existing Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of its Existing Term B Loans repaid in full in cash in accordance with the terms of the Fourth Incremental Term Facility Amendment to the Amended and Restated Credit Agreement and to promptly purchase from Bank of America, N.A. by assignment 2017 B-1 Incremental Term Loans in an equal principal amount post-closing (or such lesser amount allocated to such Existing Term Lender by BoA Merrill Lynch). |
By: | |
Name: | |
Title: | |
For any institution requiring a second signature line: | |
By: | |
Name: | |
Title: |
AMERICAS 93190561 |
AMERICAS 93191967 |
AMERICAS 93191967 |
AMERICAS 93191967 |
AMERICAS 93191967 |
AMERICAS 93191967 |
AMERICAS 93191967 |
AMERICAS 93191967 |
AMERICAS 93191967 |
AMERICAS 93191967 |
SABRE GLBL INC., | |
By | |
/s/ Chris Nester | |
Name: Chris Nester | |
Title: Senior Vice President and Treasurer |
SABRE HOLDINGS CORPORATION, | |
By | |
/s/ Chris Nester | |
Name: Chris Nester | |
Title: Senior Vice President and Treasurer |
EACH OF THE LOAN PARTIES LISTED BELOW, hereby consents to the entering into of this Term A Loan Refinancing Amendment and agrees to the provisions hereof: GetThere Inc. GetThere L.P. by GetThere Inc., its General Partner lastminute.com LLC lastminute.com Holdings, Inc. Sabre International Newco, Inc. SabreMark G.P., LLC SabreMark Limited Partnership by SabreMark G.P., LLC., its General Partner TVL Holdings I, LLC TVL Holdings, Inc. TVL LLC TVL LP by TVL LLC, its General Partner TVL Common, Inc. | |
By | |
/s/ Chris Nester | |
Name: Chris Nester | |
Title: Treasurer |
AMERICAS 93191967 |
Nexus World Services, Inc. IHS US Inc. InnLink, LLC TravLynx LLC | |
By | |
/s/ Chris Nester | |
Name: Chris Nester | |
Title: Treasurer |
PRISM Group, Inc. | |
PRISM Technologies, LLC | |
By | |
/s/ Chris Nester | |
Name: Chris Nester | |
Title: Treasurer |
BANK OF AMERICA, N.A., as Administrative Agent and a 2017 Other Term A Lender | |
By | |
/s/ Maurice E. Washington | |
Name: Maurice E. Washington | |
Title: Vice President | |
By | |
Name: | |
Title: |
AMERICAS 93191967 |
A. □ CONSENT AND CASHLESS SETTLEMENT OPTION (EXISTING TERM LENDERS ONLY): By checking this box, the undersigned Existing Term Lender hereby (i) consents to the Term A Loan Refinancing Amendment to the Amended and Restated Credit Agreement, (ii) agrees to convert (on a cashless basis) 100% of the outstanding principal amount of its Existing Term A Loans for 2017 Other Term A Loans in an equal principal amount (or such lesser amount allocated to such Existing Term A Lender by BoA Merrill Lynch) and representing its 2017 Other Term A Loan Conversion Amount), (iii) acknowledges and agrees that its 2017 Other Term A Loan Conversion Amount may be less than the full principal amount of its Existing Term A Loans which it elects to convert hereunder and (iv) constitutes a 2017 Other Term A Lender. |
B. □ ASSIGNMENT SETTLEMENT OPTION (EXISTING TERM LENDERS ONLY): By checking this box, the undersigned Existing Term Lender hereby agrees to have an amount equal to 100% of the outstanding principal amount of its Existing Term A Loans repaid in full in cash in accordance with the terms of the Term A Loan Refinancing Amendment to the Amended and Restated Credit Agreement and to promptly purchase from Bank of America, N.A. by assignment 2017 Other Term A Loans in an equal principal amount post-closing (or such lesser amount allocated to such Existing Term Lender by BoA Merrill Lynch). |
By: | |
Name: | |
Title: | |
For any institution requiring a second signature line: | |
By: | |
Name: | |
Title: |
AMERICAS 93191967 |
2017 Other Term A Lender | 2017 Other Term A Commitments |
Bank of America, N.A. | $123,173,921.68 ($34,823,921.64 of which shall constitute its New 2017 Other Term A Loan Commitment) |
PNC Bank, National Association | $84,150,000.00 ($41,400,000 of which shall constitute its New 2017 Other Term A Loan Commitment) |
Citibank Bank, N.A. | $31,000,000.00 |
ING Capital, LLC | $28,000,000.00 |
Mizuho Bank, Ltd. | $73,150,000.00 |
Morgan Stanley Bank, N.A. | $36,575,000.00 |
Wells Fargo Bank, National Association | $73,150,000.00 |
Deutsche Bank AG, New York Branch | $19,000,000.00 |
Bank of Tokyo-Mitsubishi UFJ, Ltd - New York Branch | $36,575,000.00 |
Franklin Investors Securities Trust - Franklin Floating Rate Daily Access Fund | $13,657,706.22 |
Franklin Templeton Series II Funds - Franklin Upper Tier Floating Rate Fund | $6,885,842.75 |
Franklin Floating Rate Master Trust - Franklin Floating Rate Master Series | $6,657,242.81 |
Franklin Global Investment Funds - Franklin Upper Tier Floating Rate IV Fund | $1,908,025.59 |
Franklin Templeton Series II Funds Franklin Floating Rate II Fund | $1,873,798.95 |
Franklin Limited Duration Income Trust | $989,464.79 |
Kansas Public Employees Retirement System | $488,548.24 |
Franklin Global Investment Funds - Franklin Upper Tier Floating Rate II Fund | $301,750.38 |
Franklin Global Investment Funds - Franklin Upper Tier Floating Rate III Fund | $301,750.38 |
Halcyon Loan Advisors Funding 2013-2 LTD | $4,022,110.14 |
Halcyon Loan Advisors Funding 2013-1 LTD. | $1,360,514.09 |
Apollo AF Loan Trust 2012 | $1,985,211.85 |
Apollo Credit Funding V Ltd | $1,240,757.47 |
Apollo Credit Funding VI Ltd | $1,240,757.47 |
ALM XVIII LTD | $620,378.61 |
Anchorage Capital CLO 4 Ltd | $3,088,663.91 |
Anchorage Capital CLO 3 Ltd | $2,573,886.34 |
Invesco Bank Loan Fund Series 2 A Series Trust of Multi Manager Global Investment Trust | $1,699,492.14 |
Wasatch CLO LTD | $713,467.79 |
Kapitalforeningen Investin Pro, US Leveraged Loans I | $689,393.11 |
Invesco US Leveraged Loan Fund 2016-9 a Series Trust of Global Multi Portfolio Investment Trust | $1,346,015.94 |
Invesco SSL Fund LLC | $565,920.15 |
Nomad CLO LTD | $550,637.25 |
AMERICAS 93191967 |
Invesco Bank Loan Fund A Series Trust of Multi Manager Global Investment Trust | $446,096.71 |
Invesco Loan Fund Series 3 A Series Trust of Multi Manager Global Investment Trust | $363,791.11 |
Upper Tier Corporate Loan Fund 1 | $312,184.47 |
Blue Hill CLO, Ltd. | $311,412.74 |
Invesco Zodiac Funds - Invesco Global Senior Loan Select Fund | $111,161.81 |
AZB Funding | $3,908,385.93 |
Eaton Vance Bank Loan Fund Series II a Series Trust of Multi Manager Global Investment Trust | $1,978,929.59 |
Eaton Vance Bank Loan Fund A Series Trust of Multi Manager Global Investment Trust | $494,732.39 |
Barclays Bank PLC | $1,015,165.19 |
ECP CLO 2015-7, Ltd | $449,170.47 |
ECP CLO 2014-6, Ltd | $326,520.13 |
Credit Suisse Nova (Lux) Fixed Maturity US Loan Fund 2021 | $747,191.42 |
Total: | $570,000,000 |
AMERICAS 93191967 |
Interest Rates: | The Applicable Rate with respect to the 2017 Other Term A Loans will be a percentage per annum equal to (a) until delivery of financial statements for the first fiscal quarter ending after the Term A Loan Refinancing Amendment Effective Date pursuant to Section 6.01 of the Credit Agreement, the percentages per annum listed in the table below assuming a “Pricing Level” of “2” and, and (b) thereafter, the percentages per annum listed in the table below, based upon the Senior Secured First-Lien Net Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a) of the Credit Agreement: | |||
Applicable Rate | ||||
Pricing Level | Senior Secured First-Lien Net Leverage Ratio | Eurocurrency Rate for 2017 Other Term A Loans | Base Rate for 2017 Other Term A Loans | |
1 | > 3.75:1.0 | 2.50% | 1.50% | |
2 | < 3.75:1.0, but > 3.0:1.0 | 2.25% | 1.25% | |
3 | < 3.0:1.0, but > 2.25:1.0 | 2.00% | 1.00% | |
4 | < 2.25:1.0 | 1.75% | 0.75% |
AMERICAS 93191967 |
Any increase or decrease in the Applicable Rate resulting from a change in the Senior Secured First-Lien Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a) of the Credit Agreement; provided that at the option of the Required Lenders (and if exercised with respect to this Class of 2017 Other Term A Loans), Pricing Level 1 shall apply (x) as of the first Business Day after the date on which a Compliance Certificate was required to have been delivered but was not delivered, and shall continue to so apply to and including the date on which such Compliance Certificate is so delivered (and thereafter the Pricing Level otherwise determined in accordance with the definition of Applicable Rate shall apply) and (y) as of the first Business Day after an Event of Default under Section 9.01(a) of the Credit Agreement shall have occurred and be continuing, and shall continue to so apply to but excluding the date on which such Event of Default is cured or waived (and thereafter the Pricing Level otherwise determined in accordance with this definition shall apply). Notwithstanding anything to the contrary contained above in this definition or elsewhere in the Credit Agreement, if it is subsequently determined that the Senior Secured First-Lien Net Leverage Ratio set forth in any Compliance Certificate delivered to the Administrative Agent is inaccurate for any reason and the result thereof is that the Lenders of the 2017 Other Term A Loans received interest or fees for any period based on an Applicable Rate that is less than that which would have been applicable had the Senior Secured First-Lien Net Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the “Applicable Rate” for any day occurring within the period covered by such Compliance Certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined Senior Secured First-Lien Net Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrower for the relevant period pursuant to Sections 2.08 and 2.09 of the Credit Agreement as a result of the miscalculation of the Senior Secured First-Lien Net Leverage Ratio shall be deemed to be (and shall be) due and payable under the relevant provisions of Section 2.08 or 2.09 the Credit Agreement, as applicable, at the time the interest or fees for such period were required to be paid pursuant to said Section (and shall remain due and payable until paid in full, together with all amounts owing under said Section 2.08, in accordance with the terms of the Credit Agreement). Notwithstanding anything to the contrary in the Credit Agreement, the Eurocurrency Rate for the 2017 Other Term A Loans shall in no event be less than 0.00% per annum. | ||||
Maturity Date: | July 1, 2022 (or, with respect to any 2017 Other Term a Lender that has extended the maturity date of its 2017 Other Term A Loans pursuant to Section 2.16, the extended maturity date set forth in the applicable Term Extension Request delivered by the Borrower and such 2017 Other Term a Lender to the Administrative Agent pursuant to Section 2.16) (the “2017 Other Term A Loan Maturity Date”). |
AMERICAS 93191967 |
Scheduled Amortization: | (i) The Borrower shall repay to the Administrative Agent for the ratable account of the Lenders of the 2017 Other Term A Loans established pursuant to this Term A Loan Refinancing Amendment during each year following the Term Loan A Refinancing Amendment Effective Date, an annual amortization (payable in four equal quarterly installments on the last Business Day of each March, June, September and December of each year, commencing with the last Business Day of September 2017) of the 2017 Other Term A Loans in an amount equal to the percentage of the initial aggregate principal amount of 2017 Other Term A Loans incurred on the Term A Loan Refinancing Amendment Effective Date as set forth below (as such repayment amounts shall be reduced as a result of the application of prepayments in accordance with the order of priority determined under Section 2.05 of the Credit Agreement): | |||
Year | Amortization Percentage | |||
Year One | 5% | |||
Year Two | 5% | |||
Year Three | 10% | |||
Year Four | 10% | |||
Year Five | 10% | |||
(ii) The remaining aggregate principal amount of 2017 Other Term A Loans incurred shall be due and payable in full on the 2017 Other Term A Loan Maturity Date. | ||||
Use of Proceeds: | The proceeds of the 2017 Other Term A Loans shall be used to refinance in full the Existing Term A Loans. |
AMERICAS 93191967 |
AMERICAS 93194820 |
AMERICAS 93194820 |
AMERICAS 93194820 |
Pricing Level | Senior Secured First-Lien Net Leverage Ratio | Eurocurrency Rate for Revolving Credit Loans and Letter of Credit Fees | Base Rate for Revolving Credit Loans | Commitment Fee Rate |
1 | > 3.75:1.0 | 2.50% | 1.50% | 0.500% |
2 | < 3.75:1.0, but > 3.0:1.0 | 2.25% | 1.25% | 0.375% |
3 | < 3.0:1.0, but > 2.25:1.0 | 2.00% | 1.00% | 0.250% |
4 | < 2.25:1.0 | 1.75% | 0.75% | 0.250% |
AMERICAS 93194820 |
AMERICAS 93194820 |
AMERICAS 93194820 |
AMERICAS 93194820 |
AMERICAS 93194820 |
AMERICAS 93194820 |
AMERICAS 93194820 |
SABRE GLBL INC., | |
By | |
/s/ Chris Nester | |
Name: Chris Nester | |
Title: Senior Vice President and Treasurer |
SABRE HOLDINGS CORPORATION, | |
By | |
/s/ Chris Nester | |
Name: Chris Nester | |
Title: Senior Vice President and Treasurer |
EACH OF THE LOAN PARTIES LISTED BELOW, hereby consents to the entering into of this Second Revolving Refinancing Amendment and agrees to the provisions hereof: GetThere Inc. GetThere L.P. by GetThere Inc., its General Partner lastminute.com LLC lastminute.com Holdings, Inc. Sabre International Newco, Inc. SabreMark G.P., LLC SabreMark Limited Partnership by SabreMark G.P., LLC., its General Partner TVL Holdings I, LLC TVL Holdings, Inc. TVL LLC TVL LP by TVL LLC, its General Partner TVL Common, Inc. | |
By | |
/s/ Chris Nester | |
Name: Chris Nester | |
Title: Treasurer |
Nexus World Services, Inc. IHS US Inc. InnLink, LLC TravLynx LLC | |
By | |
/s/ Chris Nester | |
Name: Chris Nester | |
Title: Treasurer |
PRISM Group, Inc. | |
PRISM Technologies, LLC | |
By | |
/s/ Chris Nester | |
Name: Chris Nester | |
Title: Treasurer |
AMERICAS 93194820 |
BANK OF AMERICA, N.A., as Administrative Agent and as an Other Revolving Credit Lender | |
By | |
/s/ Maurice E. Washington | |
Name: Maurice E. Washington | |
Title: Vice President | |
By | |
Name: | |
Title: |
AMERICAS 93194820 |
By | |
Name: | |
Title: |
[If second signature is required] | |
By | |
Name: | |
Title: |
AMERICAS 93194820 |
Other Revolving Credit Lender | Other Revolving Credit Commitments | |
Bank of America, N.A. | $49,000,000.00 | |
Goldman Sachs Bank USA | $61,000,000.00 | |
JP Morgan Chase Bank, N.A. | $41,000,000.00 | |
Mizuho Bank, Ltd. | $41,000,000.00 | |
Morgan Stanley Bank, N.A. | $20,500,000.00 | |
The Bank of Tokyo-Mitsubishi UFJ, Ltd. | $20,500,000.00 | |
Wells Fargo Bank, National Association | $41,000,000.00 | |
Deutsche Bank AG, New York Branch | $55,000,000.00 | |
PNC Bank, National Association | $30,000,000.00 | |
Citibank, N.A. | $24,000,000.00 | |
ING Capital LLC | $17,000,000.00 | |
Total: | $400,000,000 | |
AMERICAS 93194820 | A-1 |
Media contact: sabrenews@sabre.com | Investor contact: sabre.investorrelations@sabre.com |
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