South Lake, Texas, September 25, 2026 /PRNewswire/ -- Sabre Corporation (“Sabre”) (Nasdaq: SABR) today announced the early tender results for its previously announced cash tender offer (“Offer”) and concurrent solicitation of consents (“Consent Solicitation”). The Offer, initiated by its indirect wholly-owned subsidiary Sabre Financial Borrower, LLC (“Sabre Financial”), seeks to purchase any or all of the securities (“Securities”) of Sabre Financial listed in the table below, and seeks consents to certain proposed amendments to the Securities and the related indenture (as defined below). The Offer and Consent Solicitation will expire at 5:00 p.m., New York City time, on October 12, 2026, unless extended or earlier terminated (“Expiration Date”).
The tender offer and solicitation of consents are conducted pursuant to the terms and conditions set forth in the Offer to Purchase and Solicitation of Consents dated September 14, 2026 (the “Offer”).
As of 5:00 p.m. New York time on September 25, 2026 (the “Early Tender Deadline” and the “Withdrawal Deadline,” respectively), based on information provided to the tender and information agent for the offer to purchase and solicitation of consents, D.F. King & Co., Inc., the aggregate principal amount of the securities listed in the table below has been validly tendered and not validly withdrawn. The right to withdraw securities expired at the Early Tender Deadline; therefore, any securities validly tendered may no longer be withdrawn, except as required by law.
The tender offer and solicitation of consents remain subject to the satisfaction or waiver of the conditions described in the offer, including the financing arrangements for the tender offer and solicitation of consents. Sabre Financial may, to the extent permitted by applicable law, unilaterally waive these conditions. Any waiver by Sabre Financial of a condition shall not constitute a waiver of any other condition. Subject to the satisfaction or waiver of the aforementioned conditions and in accordance with the terms of the offer, Sabre Financial expects to make payment on September 28, 2026 (or such later date and time as may be extended, the “Early Settlement Date”) for securities and related consents that have been validly tendered and delivered, not validly withdrawn or revoked, and accepted for purchase as of the Early Settlement Date.
For securities accepted for purchase on the early settlement date, the consideration paid per $1,000 of principal is the amount listed in the "Total Consideration" column of the table above. The amounts in the "Total Consideration" column include an early subscription premium of $50 per $1,000 of principal ("early subscription premium"). All holders of securities accepted for purchase will also receive accrued and unpaid interest from the most recent interest payment date prior to the early settlement date up to, but excluding, the early settlement date.
Any holder who tenders securities in the offer to purchase and solicitation of consents shall be deemed to have automatically provided consent, and securities may not be tendered without delivering consent. Based on the consents received as of the early tender cutoff time, Sabre Financial has obtained the consents necessary to implement all proposed amendments (the “Proposed Amendments”), as described in the offer to purchase. Accordingly, as previously announced, Sabre Financial expects to execute a supplemental indenture (the “Supplemental Indenture”) on or about the early settlement date to implement the Proposed Amendments with respect to the indenture dated December 5, 2025 (the “Indenture”). The Indenture was entered into by Sabre Financial, the guarantors listed therein, and Wilmington Trust, National Association, as trustee and collateral agent, pursuant to which the securities were issued. The Supplemental Indenture shall become effective upon the completion of both: (a) execution and delivery of the document by all parties; and (b) settlement of the offer to purchase for securities tendered and accepted prior to the early tender cutoff time on the early settlement date.
In addition, pursuant to the terms of the indenture, since the aggregate principal amount of securities validly tendered in the offer exceeds 90% of the outstanding securities, Sabre Financial intends to issue a notice of redemption to redeem all remaining outstanding securities after purchasing the tendered securities, effective upon the early settlement date. The redemption price for such securities will equal the “total consideration” listed in the table above, plus accrued and unpaid interest up to, but not including, the redemption date. The anticipated redemption date is October 13, 2026. However, there is no guarantee that any securities will ultimately be redeemed. This document does not constitute a notice of redemption for the securities.
Sabre Financial reserves the right, at its sole discretion and to the extent permitted by applicable law, to waive, in whole or in part, any conditions of the offer or solicitation of consents. It also reserves the right, at its sole discretion and to the extent permitted by applicable law: (1) to terminate or withdraw the offer or solicitation of consents at any time; (2) to extend the early tender deadline, withdrawal deadline, or expiration date; or (3) to otherwise modify the offer or solicitation of consents. Sabre Financial may extend the early tender deadline without extending the withdrawal deadline.
Information regarding tender offers and solicitation of consents
The full terms and conditions of the offer to purchase and solicitation of consents are set forth in the Offer to Purchase. BofA Securities serves as the dealer manager and solicitation agent for the offer to purchase and solicitation of consents. Investors with questions regarding the offer to purchase and solicitation of consents may contact BofA Securities at (collect) (980) 388-3646, toll-free (888) 292-0070, or by email at [email protected]. D.F. King & Co., Inc. serves as the tender and information agent for the offer to purchase and solicitation of consents. Copies of the Offer to Purchase and related documents may be obtained by contacting D.F. King & Co., Inc. at (646) 455-1060 in New York, toll-free (866) 356-7814, or by email at [email protected].
Sabre Financial, Sabre, their respective affiliates, boards of directors and shareholders, transaction managers and solicitation agents, tender agents, or Wilmington Trust, National Association, as securities trustee, have not made any recommendation to holders regarding whether to tender any securities or deliver any consents in connection with the offer to purchase and solicitation of consents. Holders must make their own decision regarding whether to tender any of their securities and deliver consents, and if so, the principal amount of securities to tender and the number of consents to deliver.
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities; nor shall it constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where such an offer would be unlawful. The full details of the offer to purchase and the solicitation of consents, including complete instructions on how to tender securities and deliver consents, are contained in the offer to purchase. Holders are strongly advised to carefully read the offer to purchase, as it contains important information.
Forward-looking statements
Certain statements in this document constitute forward-looking statements regarding trends, future events, uncertainties, and our plans and expectations for future occurrences. Any statement that is not a historical fact or current fact is a forward-looking statement. Forward-looking statements are often identified by words such as “expect,” “guidance,” “outlook,” “trend,” “anticipate,” “may,” “will,” “intend,” or their negative forms, or other similar expressions. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those future results, performance, or achievements expressed or implied by the forward-looking statements. For additional information regarding potential risks and uncertainties that could materially affect our business and operating results, refer to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the U.S. Securities and Exchange Commission (SEC) on August 6, 2026, our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 18, 2026, other filings we make with the SEC, and the other risks and uncertainties listed in the “Certain Material Considerations” section of the offer to purchase. We cannot guarantee future events, including the financing, successful completion, outlook, guidance, results, actions, activity levels, performance, or achievements related to the tender offer and solicitation of consents. Readers should not place undue reliance on these forward-looking statements. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements after the date of this statement due to changes in circumstances or events.
About Sabre
Driving an "agentic" revolution in travel. Sabre is an AI-powered technology leader backed by one of the world’s largest travel data clouds. With AI at its core and operating at unparalleled scale, Sabre transforms insights into innovation, enabling airlines, hotels, travel agencies, and other partners to retail, distribute, and fulfill travel products globally. Built on an open, modular, cloud-native architecture, Sabre empowers both established industry leaders and emerging disruptors to enter the next era of travel retail through intelligent, connected, and personalized experiences.
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