Sabre Holdings to Be Acquired by TPG and Silver Lake Partners for $5 Billion
December 12 2006 - 9:16AM
Business Wire
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.
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