UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 4, 2015
SABRE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-36422 | 20-8647322 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 3150 Sabre Drive Southlake, TX |
76092 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(682) 605-1000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 4, 2015, Sabre Corporation (the “Corporation”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC (the “Underwriter”) and the selling stockholders (the “Selling Stockholders”) listed in Schedule II to the Underwriting Agreement (the “Underwriting Agreement”), relating to the offering (the “Offering”) by the Selling Stockholders of 30,000,000 shares of the Corporation’s common stock, par value $0.01 per share (the “Common Stock”) pursuant to the Corporation’s Registration Statement on Form S-3 (File No. 333-204267). Pursuant to the Underwriting Agreement, (i) the Selling Stockholders agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholders, subject to and upon the terms and conditions set forth therein, 30,000,000 shares of Common Stock and (ii) the Underwriter agreed to sell to the Corporation, and the Corporation agreed to repurchase from the Underwriter, subject to and upon the terms and conditions set forth therein, 3,400,000 shares of Common Stock.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 herewith and incorporated by reference herein.
| Item 8.01 | Other Events. |
On November 4, 2015, the Corporation issued a press release announcing the pricing of the Offering at a price to the public of $29.27 per share of Common Stock.
On November 10, 2015, the Corporation issued a press release announcing that the Offering in respect of an aggregate amount of 30,000,000 shares of Common Stock has been completed. The shares are listed on the NASDAQ Global Select Market and trade under the symbol “SABR.”
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 1.1 | Underwriting agreement by and between Sabre Corporation, the selling stockholders and Morgan Stanley & Co. LLC. | |
| 99.1 | Press release dated November 4, 2015. | |
| 99.2 | Press release dated November 10, 2015. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sabre Corporation | ||||||
| Dated: November 10, 2015 | By: | /s/ Richard A. Simonson | ||||
| Name: | Richard A. Simonson | |||||
| Title: | Executive Vice President and Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 1.1 | Underwriting agreement by and between Sabre Corporation, the selling stockholders and Morgan Stanley & Co. LLC. | |
| 99.1 | Press release dated November 4, 2015. | |
| 99.2 | Press release dated November 10, 2015. | |