SEC Form 8-K filed by Sabre Corporation

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): May 19, 2025

SABRE CORPORATION

(Exact name of registrant as specified in its charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Pro Forma Consolidated Financial Statement

As previously disclosed, on April 27, 2025, Sabre GLBL Inc. (“Sabre GLBL”), a Delaware corporation and a wholly owned subsidiary of Sabre Corporation, a Delaware corporation (“Sabre,” the “Company,” “we,” “us,” or “our”), Sabre HS Inc., a Delaware corporation, and Whitney Merger Sub, Inc., a Delaware corporation (“Buyer”), entered into a Stock Purchase Agreement (the “Purchase Agreement”), whereby, subject to the conditions and terms set forth therein, Sabre will sell its hospitality solutions business (the “Business”) to Buyer for an aggregate cash purchase price amount of approximately $1,100,000,000, subject to customary purchase price adjustments (the “Disposition”).

In connection with the Disposition, the unaudited pro forma consolidated balance sheet of Sabre reflecting the disposition of the Business as of March 31, 2025 and the unaudited pro forma consolidated statement of operations for the years ended December 31, 2024, 2023 and 2022 and the three months ended March 31, 2025, and the notes related thereto (the “Unaudited Pro Forma Information”) are attached hereto as Exhibit 99.1 and incorporated herein by reference.

Secured Notes Offering

On May 19, 2025, we issued a press release announcing the commencement of an offering (the “Offering”) by Sabre GLBL of $975,000,000 aggregate principal amount of senior secured notes due 2030 (the “Secured Notes”). A copy of the press release announcing the offering is attached as Exhibit 99.2 to this Form 8-K and incorporated by reference herein. The precise timing, size and terms of the offering are subject to market conditions and other factors.

The Secured Notes and the related note guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. The Secured Notes and the related note guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.

The Offering is being made solely pursuant to a confidential offering memorandum that is being furnished to qualified prospective investors.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the Secured Notes. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Unaudited Pro Forma Information included in this Form 8-K is presented for informational purposes only and is not intended to represent what our actual results of operations or financial condition would have been had the Disposition occurred on the indicated dates, nor is it necessarily indicative of our future results of operations or financial position. The Unaudited Pro Forma Information is based on certain assumptions and estimates and is subject to change. Further, the Unaudited Pro Forma Information included in this Form 8-K does not reflect all actions that we may undertake following the closing of the Disposition.

Forward-Looking Statements

Statements made in this Current Report on Form 8-K that are not descriptions of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on management’s current expectations and assumptions and are subject to risks and uncertainties. Any statements that are not historical or current facts are forward-looking statements, including those related to the potential terms of the Secured Notes, the timing and completion of the Offering and the use of related proceeds, and statements regarding our expectations associated with the Disposition pursuant to the Purchase Agreement, and completion of, the benefits, synergies, efficiencies, and opportunities arising from, the anticipated costs of, and the timing of the Disposition. In many cases, you can identify forward-looking statements by terms such as “expect,” “guidance,” “outlook,” “trend,” “pro forma,” “on course,” “on track,” “target,” “potential,” “benefit,” “goal,” “believe,” “plan,” “confident,” “anticipate,” “indicate,” “trend,” “position,” “optimistic,” “will,” “forecast,” “continue,” “strategy,” “estimate,” “project,” “may,” “should,” “would,” “intend,” or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements and there can be no assurance that the Offering of the Secured Notes will be consummated on the terms described herein or at all. More information about potential risks and uncertainties that could affect our business and results of operations is included in the “Risk Factors” and “Forward-Looking Statements” sections in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 7, 2025, and in our other filings with the SEC. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, outlook, guidance, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. Unless required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.

SIGNATURE

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.