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Sabre Holdings (NYSE:TSG), Silver Lake Partners and Texas Pacific Group
(TPG) today announced that they have signed a definitive agreement under
which Silver Lake Partners and TPG will acquire Sabre Holdings for
$32.75 per share in cash.
The transaction is valued at approximately $5 billion, including the
assumption of approximately $550 million in net debt. The price
represents a premium of 30 percent over the Sabre Holdings average
closing share price during the 60 trading days ended December 8, 2006.
The board of directors of Sabre Holdings approved the definitive merger
agreement and recommended its approval by stockholders.
“After a thorough assessment, we concluded
that this transaction represents a compelling outcome for our
shareholders, customers and employees,” said
Sam Gilliland, Chairman and CEO of Sabre Holdings. “We
are excited about the ability to deliver substantial value today to our
shareholders, and we look forward to a strong future, partnering with
two preeminent investment firms that are closely aligned with our
strategy and long-term objectives. This transaction is a clear
endorsement of our business model, our industry leadership and the hard
work and dedication of our talented people around the world.”
Greg Mondre, a Managing Director of Silver Lake Partners, said, “Sabre
has a remarkable track record of pioneering and delivering best-in-class
technology solutions for the global travel industry. We look forward to
working with Sabre's talented management team as they continue to deploy
technology as a source of competitive advantage and value-add for
customers.”
“We are excited by the opportunity to invest
in Sabre given its leadership position in travel technology and
distribution and the strength of Travelocity and its other leading
online brands,” said TPG Partner, Karl
Peterson. “Sabre is well positioned to
continue innovating and we look forward to helping management profitably
build upon this strong franchise.”
Sabre Holdings does not expect changes to its current executive
management team, and the company said its corporate headquarters will
remain in Southlake.
The completion of the definitive merger agreement is subject to
customary closing conditions, including receipt of stockholder and
regulatory approval. The closing of the transaction is expected to occur
by early in the second quarter of 2007. There is no financing condition
to the obligations of TPG and Silver Lake Partners to consummate the
transaction, and equity and debt commitments for the full amount of the
merger consideration have been received. It is anticipated that the
company's outstanding 2011 and 2016 Notes will remain outstanding.
Goldman, Sachs & Co. and Morgan Stanley serve as financial co-advisors
to Sabre Holdings. Bear, Stearns & Co. provided a fairness opinion in
connection with the transaction. Latham and Watkins LLP serves as legal
adviser to the company in connection with this transaction.
Deutsche Bank and Merrill Lynch serve as financial advisors and
financing providers to Silver Lake Partners and TPG, and Cleary Gottlieb
Steen & Hamilton LLP serve as their legal advisor for this transaction.
About Sabre Holdings
Sabre Holdings connects people with the world's greatest travel
possibilities by retailing travel products and providing distribution
and technology solutions for the travel industry. Sabre Holdings
supports travelers, travel agents, corporations, government agencies and
travel suppliers through its companies: Travelocity, Sabre Travel
Network and Sabre Airline Solutions. Headquartered in Southlake, Texas,
the company has approximately 9,000 employees in 45 countries. Full-year
2005 revenues totaled $2.5 billion. Sabre Holdings, an S&P 500 company,
is traded on the NYSE under the symbol TSG. More information is
available at http://www.sabre-holdings.com.
About Silver Lake Partners
Silver Lake Partners is the leading private equity firm focused
exclusively on large-scale investing in technology, technology-enabled,
and related growth industries. Silver Lake seeks to achieve superior
returns by investing with the strategic insight of an experienced
industry participant, the operating skill of a world-class manager and
the financial expertise of a disciplined private equity investor. Silver
Lake's mission is to function as a value-added partner to the management
teams of the world's leading technology franchises. Its portfolio
includes or has included technology industry leaders such as Ameritrade,
Avago, Business Objects, Flextronics, Gartner, Instinet, IPC Systems,
MCI, NASDAQ, Network General, NXP, Seagate Technology, Serena Software,
SunGard Data Systems, Thomson and UGS. For more information, please
visit www.silverlake.com.
About TPG
TPG is a private investment partnership that was founded in 1992 and
currently has more than $30 billion of assets under management. With
offices in San Francisco, London, Hong Kong, Fort Worth and other
locations globally, TPG has extensive experience with global public and
private investments executed through leveraged buyouts,
recapitalizations, spinouts, joint ventures and restructurings. TPG
seeks to invest in world-class franchises across a range of industries,
including travel (America West, Continental, Hotwire), technology
(Freescale Semiconductor, Lenovo, MEMC, ON Semiconductor, Seagate,
SunGard), financial services (Ariel Reinsurance, Fidelity National
Information Services, LPL Financial Services), industrials (Altivity
Packaging, British Vita, Grohe, Kraton Polymers, Texas Genco),
retail/consumer (Debenhams, Ducati, J. Crew, Neiman Marcus, Petco),
media and communications (Findexa, MGM, TIM Hellas), and healthcare
(IASIS Healthcare, Oxford Health Plans, Quintiles Transnational), among
others. Visit www.texaspacificgroup.com.
About the Transaction
In connection with the proposed merger, Sabre Holdings will file a proxy
statement with the Securities and Exchange Commission. INVESTORS AND
SECURITY HOLDERS ARE STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN
IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders may obtain a free copy of the proxy
statement (when available) and other documents filed by Sabre Holdings
at the Securities and Exchange Commission's Web site at http://www.sec.gov.
The proxy statement and such other documents may also be obtained for
free by directing such requests to the Sabre Holdings investor relations
department at 866-722-7347, or on the company's website at www.sabre-holdings.com/investor.
Sabre Holdings and its directors, executive officers and certain other
members of its management and employees may be deemed to be participants
in the solicitation of proxies from its stockholders in connection with
the proposed merger. Information regarding the interests of such
directors and executive officers is included in Sabre Holdings Proxy
Statement for its 2006 Annual Meeting of Stockholders filed with the
Securities and Exchange Commission on April 4, 2006, and information
concerning all of Sabre Holdings participants in the solicitation will
be included in the proxy statement relating to the proposed merger when
it becomes available. Each of these documents is, or will be, available
free of charge at the Securities and Exchange Commission's Web site at www.sec.gov
and from the Sabre Holdings investor relations department at
866-722-7347, or on the company's website at www.sabre-holdings.com/investor.
Statements in this release which are not purely historical facts or
which necessarily depend upon future events, including statements about
the completion or timing of the proposed merger or the operation of
Sabre Holdings after the merger, or other statements about
anticipations, beliefs, expectations, hopes, intentions or strategies
for the future, may be forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Readers
are cautioned not to place undue reliance on forward-looking statements.
All forward-looking statements are based upon information available to
Sabre Holdings on the date this report was submitted. Sabre Holdings
undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. Any forward-looking statements involve risks
and uncertainties that could cause actual events or results to differ
materially from the events or results described in the forward-looking
statements, including risks or uncertainties related to: the merger not
being consummated because Sabre Holdings stockholders do not approve the
merger or either party fails to meet closing conditions described in the
merger agreement, or the merger being delayed or not being consummated
because the parties are unable to meet specific conditions required to
obtain regulatory approvals. Sabre Holdings may not succeed in
addressing these and other risks. Further information regarding factors
that could affect Sabre Holdings financial and other results can be
found in the risk factors section of Sabre Holdings most recent filing
on Form 10-K with the Securities and Exchange Commission.