Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration File No. 333-224616

Relating to the

Preliminary Prospectus Supplements

Dated August 18, 2020

(To Prospectus Dated August 18, 2020)

PRICING TERM SHEET

August 19, 2020

Sabre Corporation

Offerings of

35,714,286 Shares of Common Stock

And

3,000,000 Shares of

6.50% Series A Mandatory Convertible Preferred Stock

The information in this pricing term sheet supplements each of (1) Sabre Corporation’s preliminary prospectus supplement, dated August 18, 2020 (the “Common Stock Preliminary Prospectus Supplement”), relating to an offering (the “Common Stock Offering”) of Sabre Corporation’s common stock, and (2) Sabre Corporation’s preliminary prospectus supplement, dated August 18, 2020 (the “Preferred Stock Preliminary Prospectus Supplement,” and, together with the Common Stock Preliminary Prospectus Supplement, the “Preliminary Prospectus Supplements”), relating to an offering (the “Preferred Stock Offering”) of Sabre Corporation’s 6.50% Series A Mandatory Convertible Preferred Stock, and supersedes the information in the applicable Preliminary Prospectus Supplement to the extent inconsistent with the information in that Preliminary Prospectus Supplement. Sabre Corporation has increased the size of the Preferred Stock Offering to 3,000,000 shares (or, if the underwriters of the Preferred Stock Offering fully exercise their option to purchase additional Mandatory Convertible Preferred Stock to cover overallotments, 3,450,000). The final Preferred Stock Prospectus Supplement will reflect conforming changes relating to such increase in the size of the offering. Terms used, but not defined, in this pricing term sheet have the respective meanings set forth in the applicable Preliminary Prospectus Supplement. As used in this pricing term sheet, “we,” “our” and “us” refer to Sabre Corporation and not to its subsidiaries.

Common Stock Offering

 

Issuer		Sabre Corporation, a Delaware corporation.
Securities Offered		35,714,286 (or, if the underwriters of the Common Stock Offering fully exercise their option to purchase additional shares, 41,071,429) shares of common stock, $0.01 par value per share, of Sabre Corporation (the “Common Stock”).

Ticker / Exchange for Common Stock		SABR / NASDAQ Global Select Market (“NASDAQ”).
Last Reported Sale Price per Share of Common Stock on NASDAQ on August 19, 2020		$7.02.
Public Offering Price per Share of Common Stock		$7.00.
Trade Date		August 20, 2020.
Settlement Date		August 24, 2020.
Use of Proceeds		We estimate that the net proceeds to us from the Common Stock Offering will be approximately $238.6 million (or approximately $274.5 million if the underwriters fully exercise their option to purchase additional Common Stock), after deducting the underwriting discounts and commissions and our estimated offering expenses. We intend to use the net proceeds from the Common Stock Offering for general corporate purposes.
Book-Running Managers		Morgan Stanley & Co. LLC
		BofA Securities, Inc.
		Goldman Sachs & Co. LLC
		Mizuho Securities USA LLC
		Wells Fargo Securities, LLC
		Deutsche Bank Securities Inc.
		Citigroup Global Markets Inc.
Co-Managers		PNC Capital Markets LLC
		MUFG Securities Americas Inc.
		TPG Capital BD, LLC
		ING Financial Markets LLC
CUSIP / ISIN Numbers for the Common Stock		78573M104 / US78573M1045.

 

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Preferred Stock Offering
Issuer		Sabre Corporation, a Delaware corporation.
Securities Offered		6.50% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”).
Amount Offered		3,000,000 shares (or, if the underwriters of the Preferred Stock Offering fully exercise their option to purchase additional Mandatory Convertible Preferred Stock to cover overallotments, 3,450,000) shares of Mandatory Convertible Preferred Stock.
Public Offering Price per Share of Mandatory Convertible Preferred Stock		$100.00.
Liquidation Preference		$100.00 per share of Mandatory Convertible Preferred Stock.
Trade Date		August 20, 2020.
Settlement Date		August 24, 2020.
Listing		No public market currently exists for the Mandatory Convertible Preferred Stock. We intend to apply to list the Mandatory Convertible Preferred Stock on The NASDAQ Global Select Market under the symbol “SABRP.” If the listing is approved, we expect trading to commence within 30 days after the Settlement Date.
Stated Dividend Rate		6.50% per annum.
Dividend Payment Dates		March 1, June 1, September 1 and December 1 of each year, beginning on December 1, 2020 and ending on, and including, September 1, 2023.
Regular Record Dates		February 15, May 15, August 15 and November 15.
Scheduled Dividend Payments		If declared in full for payment in cash, the first scheduled dividend on the Mandatory Convertible Preferred Stock payable on December 1, 2020 will be $1.7514 per share of Mandatory Convertible Preferred Stock, assuming that the initial closing of the Preferred Stock Offering occurs on the Settlement Date. Each subsequent scheduled quarterly dividend, if declared in full for payment in cash, will be $1.625 per share of Mandatory Convertible Preferred Stock.

 

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Minimum Conversion Rate		11.9048 shares of Common Stock per share of Mandatory Convertible Preferred Stock. The Minimum Conversion Rate is subject to adjustment in the manner described in the Preferred Stock Preliminary Prospectus Supplement.
Maximum Conversion Rate		14.2857 shares of Common Stock per share of Mandatory Convertible Preferred Stock. The Maximum Conversion Rate is subject to adjustment in the manner described in the Preferred Stock Preliminary Prospectus Supplement.
Minimum Conversion Price		$7.00 per share of Common Stock, which is equal to the Public Offering Price per Share of Common Stock in the Common Stock Offering. The Minimum Conversion Price is subject to adjustment in the manner described in the Preferred Stock Preliminary Prospectus Supplement.
Maximum Conversion Price		$8.40 per share of Common Stock, which represents a premium of approximately 20% over the Minimum Conversion Price. The Maximum Conversion Price is subject to adjustment in the manner described in the Preferred Stock Preliminary Prospectus Supplement.
Floor Price		$2.45 per share of Common Stock, which is approximately 35% of the Minimum Conversion Price. The Floor Price is subject to adjustment in the manner described in the Preferred Stock Preliminary Prospectus Supplement.
Use of Proceeds		We estimate that the net proceeds to us from the Preferred Stock Offering will be approximately $289.5 million (or approximately $333 million if the underwriters fully exercise their option to purchase additional Mandatory Convertible Preferred Stock, solely to cover overallotments), after deducting the underwriting discounts and commissions and our estimated offering expenses. We intend to use the net proceeds from the Preferred Stock Offering for general corporate purposes.
Book-Running Managers		Morgan Stanley & Co. LLC
		BofA Securities, Inc.
		Goldman Sachs & Co. LLC
		Mizuho Securities USA LLC
		Wells Fargo Securities, LLC
		Deutsche Bank Securities Inc.
		Citigroup Global Markets Inc.

 

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Co-Managers		PNC Capital Markets LLC
		MUFG Securities Americas Inc.
		TPG Capital BD, LLC
		ING Financial Markets LLC
CUSIP / ISIN Numbers for the Mandatory Convertible Preferred Stock		78573M 203/ US78573M2035.
Make-Whole Fundamental Change Conversion Rate		Subject to the provisions described in the Preferred Stock Preliminary Prospectus Supplement under the caption “Description of Mandatory Convertible Preferred Stock—Conversion Provisions of the Mandatory Convertible Preferred Stock—Conversion During a Make-Whole Fundamental Change Conversion Period,” the make-whole fundamental change conversion rate applicable to a make-whole fundamental change will be the conversion rate set forth in the table below corresponding (after interpolation as described below) to the effective date and the make-whole fundamental change stock price of such make-whole fundamental change:

 

		Make-Whole Fundamental Change Stock Price
Effective Date		$2.00				$4.00				$7.00				$7.50				$8.40				$10.00				$15.00				$20.00				$30.00				$40.00				$50.00				$60.00
August 24, 2020			13.0540				12.6480				12.3320				12.2935				12.2302				12.1361				11.9600				11.8852				11.8349				11.8218				11.8178				11.8165
September 1, 2021			13.3930				12.9230				12.4921				12.4357				12.3429				12.2035				11.9470				11.8704				11.8524				11.8477				11.8462				11.8457
September 1, 2022			13.9285				13.4245				12.7463				12.6471				12.4840				12.2499				11.9249				11.8784				11.8751				11.8751				11.8750				11.8750
September 1, 2023			14.2857				14.2857				14.2857				13.3333				11.9048				11.9048				11.9048				11.9048				11.9048				11.9048				11.9048				11.9048

If such effective date or make-whole fundamental change stock price is not set forth in the table above, then:

 

•

if such make-whole fundamental change stock price is between two prices in the table above or the effective date is between two dates in the table above, then the make-whole fundamental change conversion rate will be determined by straight-line interpolation between the make-whole fundamental change conversion rates set forth for the higher and lower prices in the table above or the earlier and later dates in the table above, based on a 365- or 366-day year, as applicable;

 

•

if the make-whole fundamental change stock price is greater than $60.00 (subject to adjustment in the same manner as the make-whole fundamental change stock prices set forth in the column headings of the table above are adjusted, as described in the Preferred Stock Preliminary Prospectus Supplement under the caption “Description of Mandatory Convertible Preferred Stock—Conversion Provisions of the Mandatory Convertible Preferred Stock—Conversion During a Make-Whole Fundamental Change Conversion Period—Adjustment of Make-Whole Fundamental Change Stock Prices and Conversion Rates”) per share, then the make-whole fundamental change conversion rate will be the Minimum Conversion Rate in effect on the relevant conversion date; and

 

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•

if the make-whole fundamental change stock price is less than $2.00 (subject to adjustment in the same manner) per share, then the make-whole fundamental change conversion rate will be the Maximum Conversion Rate in effect on the relevant conversion date.

* * *

We have filed a registration statement (including a prospectus) and the Preliminary Prospectus Supplements with the SEC for the offerings to which this communication relates. Before you invest, you should read the applicable Preliminary Prospectus Supplement and the prospectus in that registration statement and other documents we have filed with the SEC for more complete information about us and these offerings. You may get these documents free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any underwriter or any dealer participating in the applicable offering will arrange to send you the applicable Preliminary Prospectus Supplement (or, when available, the applicable final prospectus supplement) and the accompanying prospectus upon request to: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; or BofA Securities, Inc. by calling 1-800-294-1322 or emailing dg.prospectus_requests@bofa.com.

The information in this pricing term sheet is not a complete description of the Common Stock, the Common Stock Offering, the Mandatory Convertible Preferred Stock or the Preferred Stock Offering. You should rely only on the information contained or incorporated by reference in the applicable Preliminary Prospectus Supplement and the accompanying prospectus, as supplemented by this pricing term sheet, in making an investment decision with respect to the Common Stock or the Mandatory Convertible Preferred Stock.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

 

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