Sabre issues $1.35B of 9.875% senior secured notes due 2032 to refinance debt and repurchase higher-rate notes

The company also filed this under Item 2.03, which means it is reporting the arrangement as a direct financial obligation. The Item 2.03 text refers back to the Item 1.01 entry for the terms rather than restating them.

The newly filed SPV Notes Indenture imposes covenants restricting Sabre Financial's ability to pay dividends on its capital stock. Because Sabre Financial is a subsidiary, these restrictions could indirectly limit dividends available to Sabre Corp common stockholders. The filing does not quantify the restrictions or state whether any dividend is currently planned.

Sabre Financial obtained the required consents to amend the 2029 SPV Notes indenture, eliminating substantially all restrictive covenants and certain events of default. The Second Supplemental Indenture became effective on September 28, 2026 upon purchase of the notes satisfying the Required Consents.

Sabre Financial provided irrevocable notice to redeem the remaining $69,318,000.00 of 2029 SPV Notes on October 13, 2026 at 109.250% of principal plus accrued interest. The total redemption price is $78,257,615.13, consisting of $75,729,915.00 principal and premium and $2,527,700.13 accrued interest.

Sabre Financial deposited funds sufficient to pay the remaining 2029 SPV Notes, satisfying and discharging the indenture. As a result, Sabre Financial and the guarantors were released from their obligations under the indenture, and all liens on the collateral securing the notes were released.

Sabre GLBL settled its previously announced tender offers for its 10.750% Senior Secured Notes due 2029, 10.750% Senior Secured Notes due 2030, and 11.125% Senior Secured Notes due 2030. The results press release is attached as Exhibit 99.1. Note: these figures were previously disclosed in the company's Sep 15, 2026 8-K.

Sabre GLBL announced the results of its previously announced cash tender offers for three series of senior secured notes. The offers expired on September 24, 2026, and the table below the announcement shows the principal amount tendered for each series.

Holders validly tendered $299,978,000 principal amount of the 10.750% Senior Secured Notes due 2029, representing 67.30% of the $445,715,000 outstanding. This is the only series that will be accepted for purchase.

Holders tendered $346,616,000 of the 10.750% Senior Secured Notes due 2030 (73.78% of $469,802,000 outstanding) and $894,517,000 of the 11.125% Senior Secured Notes due 2030 (67.51% of $1,325,000,000 outstanding). However, because the aggregate purchase price of tendered 2029 notes already exceeds the $250 million cap, none of the 2030 notes will be accepted.

The tender offers are subject to an Aggregate Maximum Tender Amount of $250 million. Since tendered 2029 notes exceed that cap, Sabre GLBL will accept them pro rata at approximately 84.0%, and no 2030 notes will be purchased.

The purchase price for the 2029 notes is $992.50 per $1,000 principal amount, excluding accrued interest. Payment is expected on September 28, 2026, subject to satisfaction or waiver of conditions including financing. Note: these figures were previously disclosed in the company's Sep 15, 2026 8-K.

Sabre Financial Borrower, LLC, an indirect wholly-owned subsidiary of Sabre Corporation, announced early tender results for its cash tender offer covering any and all of its 11.125% Senior Secured Notes due 2029. As of the Early Tender Deadline on September 25, 2026, $930,682,000.00 principal amount of the $1,000,000,000.00 outstanding was validly tendered, representing 93.07% of outstanding securities.

Holders who validly tendered by the Early Tender Deadline will receive total consideration of $1,092.50 per $1,000 principal amount, which includes an early tender premium of $50 per $1,000 principal amount, plus accrued and unpaid interest. Payment is expected on September 28, 2026, subject to satisfaction or waiver of conditions including financing. Note: these figures were previously disclosed in the company's Sep 15, 2026 8-K.

The tender offer was combined with a consent solicitation to amend the indenture governing the notes. Sabre Financial obtained the required consents to effect all proposed amendments and expects to execute a supplemental indenture on or about the Early Settlement Date. The supplemental indenture becomes effective upon execution and settlement of the tender offer.

Since more than 90% of the notes were tendered, Sabre Financial intends to redeem all remaining outstanding notes after the early settlement. The redemption price will equal the Total Consideration of $1,092.50 per $1,000 principal amount plus accrued interest, with an expected redemption date of October 13, 2026. The filing notes there can be no assurance that any securities will be redeemed. Note: these figures were previously disclosed in the company's Sep 15, 2026 8-K.

The tender offer and consent solicitation expire on October 12, 2026, unless extended or earlier terminated. Withdrawal rights expired at the Early Tender Deadline on September 25, 2026, so tendered securities may no longer be withdrawn except where additional withdrawal rights are required by law.