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): August 5, 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 August 5, 2015, Sabre Corporation (the “Corporation”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co. (the “Underwriter”) and the selling stockholders listed in Schedule II to the Underwriting Agreement (the “Selling Stockholders”), relating to the offering (the “Offering”) by the Selling Stockholders of 19,000,000 shares of the Corporation’s common stock, par value $0.01 per share pursuant to the Corporation’s Registration Statement on Form S-3 (File No. 333-204267).
A copy of the Underwriting Agreement is filed as Exhibit 1.1 herewith and incorporated by reference herein.
| Item 8.01 | Other Events |
On August 5, 2015, the Corporation issued a press release announcing the pricing of the Offering at a price to the public of $26.85 per share of common stock.
On August 10, 2015, the Corporation issued a press release announcing that the Offering in respect of an aggregate amount of 19,000,000 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 Goldman, Sachs & Co. | |
| 99.1 | Press release dated August 5, 2015. | |
| 99.2 | Press release dated August 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: August 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 Goldman, Sachs & Co. | |
| 99.1 | Press release dated August 5, 2015. | |
| 99.2 | Press release dated August 10, 2015. | |