Sabre Holdings Buyout

Sabre Holdings Corporation (TSG)
$5.0B Buyout

Summary

Buyout of travel commerce company

Travelocity, Sabre Travel Network, Sabre Airline Solutions
By Silver Lake Parters and TPG
$32.75 per TSG share; $5.0B total
TSGnews - stock chart

Announced 12.12.06

Developments

Cost reduction program 3.05.07

Closed 3.30.07

Club Deal

Buyout group

Silver Lake Parters
Texas Pacific Group TPG

Advisors

Financial

Sabre: Goldman Sachs / Morgan Stanley / Bear Stearns
Buyers: Deutsche Bank / Merrill Lynch

Legal

Sabre: Latham & Watkins
Buyers: Cleary Gottlieb

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article 1. Defined Terms and Interpretation

1.1 Certain Definitions
1.2 Terms Defined Elsewhere
1.3 Interpretation

Article 2. The Merger

2.1 The Merger
2.2 Closing
2.3 Effective Time
2.4 Effect of the Merger
2.5 Certificate of Incorporation; By-laws
2.6 Directors and Officers

Article 3. Conversion of Securities; Exchange of
Certificates

3.1 Conversion of Securities
3.2 Exchange of Certificates
3.3 Dissenters' Rights
3.4 Stock Transfer Books
3.5 Company Options and Stock-based Awards

Article 4. Company Reps

4.1 Organization and Qualification; Subsidiaries
4.2 Capitalization; Subsidiaries
4.3 Authority
4.4 No Conflict; Required Filings and Consents
4.5 Compliance with Laws
4.6 SEC Filings; Financial Statements
4.7 Affiliate Transactions
4.8 Absence of Certain Changes or Events
4.9 Benefit Plans; Employees and Employment Practices
4.10 Contracts; Indebtedness
4.11 Litigation
4.12 Environmental Matters
4.13 Intellectual Property
4.14 Taxes
4.15 Insurance
4.16 Real Estate
4.17 Board Approval
4.18 Brokers

Article 5. Parent and Merger Sub Reps

5.1 Organization and Qualification
5.2 Authority
5.3 No Conflict; Required Filings and Consents
5.4 Litigation
5.5 Ownership of Merger Sub; No Prior Activities
5.6 Financing
5.7 Vote Required
5.8 Brokers
5.9 Ownership of Company Common Stock
5.10 Solvency of the Surviving Corporation

Article 6. Covenants

6.1 Conduct of Business by the Company Pending the
Closing
6.2 Proxy Statement; Company Stockholders' Meeting
6.3 Access to Information; Confidentiality
6.4 No Solicitation of Transactions
6.5 Best Efforts
6.6 Certain Notices
6.7 Public Announcements
6.8 Employee Matters
6.9 Indemnification of Directors and Officers
6.10 State Takeover Statutes
6.11 Section 16 Matters
6.12 NDA
6.13 Solvency of the Surviving Corporation
6.14 Financing
6.15 Cooperation in Securing Financing
6.16 Subsequent Filings
6.17 Cooperation in Obtaining Consents

Article 7. Closing Conditions

7.1 Each Party
7.2 Parent and Merger Sub
7.3 Company
7.4 Frustration of Closing Conditions

Article 8. Termination, Amendment and Waiver

8.1 Termination
8.2 Effect of Termination
8.3 Fees and Expenses
8.4 Termination Fee
8.5 Business Interruption Fee
8.6 Extension; Waiver
8.7 Amendment

Article 9. General Provisions

9.1 Non-survival of Representations and Warranties
9.2 Notices
9.3 Headings
9.4 Severability
9.5 Entire Agreement
9.6 Assignment
9.7 Mutual Drafting
9.8 Governing Law; Consent to Jurisdiction; Waiver of Trial
by Jury
9.9 Counterparts

Proxy Solicitation

Shareholder meeting scheduled for 3.23.07

Press release 2.13.07

Proxy statements

Definitive 2.21.07

Preliminary 1.16.07

Deal Protection

No shop covenant

Merger agreement §6.4
Proxy statement disclosure

Break-up fee

$135mm, plus out-of-pocket expenses
Agreement §8.4
Proxy statement disclosure

Regulatory Approvals

HSR Act

Merger agreement §7.1.2
Proxy statement disclosure

Fairness Opinion

Goldman Sachs fairness opinion

Proxy statement disclosure

Tax Matters

Disclosure

Proxy statement disclosure

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