Sabre Corp Announces $1.35B Secured Notes Issuance and Refinancing

What Happened
Sabre Corporation filed an 8‑K (Sept 28, 2026) announcing that an indirect wholly‑owned subsidiary, Sabre Financial Borrower, LLC, issued $1.35 billion of 9.875% Senior Secured Notes due October 15, 2032 (the “SPV Notes”) and entered into related security and intercompany loan agreements. Proceeds were lent to Sabre GLBL under a new $1.35 billion First Lien Pari Passu intercompany credit agreement to (i) repay the existing intercompany loan, (ii) fund repurchases in previously announced tender offers and (iii) repay and discharge most outstanding 2029 SPV Notes. The filing also reports results of Sabre GLBL’s and Sabre Financial’s tender offers and the satisfaction/discharge of the 2029 SPV Notes Indenture.

Key Details

• Issuance: $1.35 billion aggregate principal of 9.875% Senior Secured Notes due Oct 15, 2032; interest semiannually on Apr 15 and Oct 15 starting Apr 15, 2027.
• Intercompany financing and use: Sabre Financial lent proceeds to Sabre GLBL under a $1.35B First Lien Pari Passu Credit Agreement (Sept 28, 2026); Sabre GLBL used part to prepay the Existing Intercompany Loan and $251,888,000 principal of its 10.750% notes due 2029 (purchase price $260,002,641.89).
• Tender offers / repurchases: Sabre Financial repurchased $930,682,000 principal of its 11.125% Senior Secured Notes due 2029 for $1,046,393,563.80; Sabre Financial deposited Trust Funds and satisfied/discharged the 2029 SPV Notes Indenture; remaining $69,318,000 of 2029 SPV Notes will be redeemed on Oct 13, 2026 at 109.25% (total redemption price ~$78.26M).
• Security & guarantees: SPV Notes are secured by first‑priority liens on substantially all assets of Sabre Financial and Sabre Financing and, up to $400M, certain foreign Sabre subsidiaries; guaranteed by Sabre Financing and certain foreign guarantors (initially Luxembourg guarantors), but not guaranteed by Sabre GLBL or its guarantors. Covenants limit certain payments, liens, investments and dividends.

Why It Matters
This transaction materially reshapes part of Sabre’s capital structure by replacing and refinancing 2029‑maturity secured notes and moving new secured obligations into a special‑purpose financing structure. The new SPV Notes carry a high coupon (9.875%) and are secured and, in many respects, senior to other Sabre group liabilities with respect to the assets of Sabre Financial and Sabre Financing—while not being guaranteed by Sabre GLBL. The SPV Notes indenture includes covenants that limit Sabre Financial’s ability to pay dividends, which the filing flags as a potential constraint on the company’s ability to pay dividends to common shareholders. Retail investors should note the added secured debt, the potential dividend/ cash‑flow limits from covenants, and the structural distinctions between the SPV/Sabre Financial obligations and Sabre GLBL’s obligations.