SOUTHLAKE, Texas–(BUSINESS WIRE)–Dec. 12, 2006–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.
CONTACT: Sabre Holdings
Investor Relations:
Karen Fugate, 682-605-2343
or
Media Relations:
Michael Berman, 682-605-2397
or
TPG
Owen Blicksilver Public Relations
Owen Blicksilver, 516-742-5950
owen@blicksilverpr.com
or
Silver Lake Partners
Matt Benson, 415-618-8750
mbenson@sardverb.com
or
Elizabeth Hanahan, 415-618-8750
ehanahan@sardverb.com
SOURCE: Sabre Holdings