UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
Under the Securities Exchange Act of 1934
Sabre
Corporation
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Titles of Class of Securities)
78573M
104
(CUSIP Number)
December
31, 2015
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
x
Rule 13d-1(d)
* The remainder of this cover page shall
be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 78573M 104 |
13G |
Page 2 of 11 |
1 |
NAME OF REPORTING PERSON
Silver Lake Group, L.L.C.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING POWER
- 0 - |
6 |
SHARED VOTING POWER
57,336,941* |
7 |
SOLE DISPOSITIVE POWER
- 0 - |
8 |
SHARED DISPOSITIVE POWER
57,336,941* |
9 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
57,336,941*
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.9% (1) |
12 |
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
* Represents shares owned as of December 31, 2015 and does not reflect
any subsequent transactions.
(1) Based on a total of 273,974,286 shares of Common Stock (as defined
below) of the Issuer (as defined below) outstanding as of October 15, 2015, as reported in the prospectus filed pursuant to Rule
424(b) under the Securities Act of 1933, as amended (the “Securities Act”), by the Issuer with the Securities
and Exchange Commission (the “Commission”) on November 6, 2015.
CUSIP No. 78573M 104 |
13G |
Page 3 of 11 |
1 |
NAME OF REPORTING PERSON
Silver Lake Technology Associates II, L.L.C.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING POWER
- 0 - |
6 |
SHARED VOTING POWER
57,336,941* |
7 |
SOLE DISPOSITIVE POWER
- 0 - |
8 |
SHARED DISPOSITIVE POWER
57,336,941* |
9 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
57,336,941*
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.9% (2) |
12 |
TYPE OF REPORTING PERSON
OO
|
|
|
|
|
|
|
* Represents shares owned as of December 31, 2015 and does not reflect
any subsequent transactions.
(2) Based on a total of 273,974,286 shares of
Common Stock of the Issuer outstanding as of October 15, 2015, as reported in the prospectus filed pursuant to Rule 424(b) under
the Securities Act by the Issuer with the Commission on November 6, 2015.
CUSIP No. 78573M 104 |
13G |
Page 4 of 11 |
1 |
NAME OF REPORTING PERSON
Silver Lake Partners II, L.P.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING POWER
- 0 - |
6 |
SHARED VOTING POWER
57,210,738* |
7 |
SOLE DISPOSITIVE POWER
- 0 - |
8 |
SHARED DISPOSITIVE POWER
57,210,738* |
9 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
57,210,738*
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.9% (3) |
12 |
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
* Represents shares owned as of December 31, 2015 and does not reflect
any subsequent transactions.
(3) Based on a total of 273,974,286 shares of Common Stock of the
Issuer outstanding as of October 15, 2015, as reported in the prospectus filed pursuant to Rule 424(b) under the Securities Act
by the Issuer with the Commission on November 6, 2015.
CUSIP No. 78573M 104 |
13G |
Page 5 of 11 |
1 |
NAME OF REPORTING PERSON
Silver Lake Technology Investors II, L.P.
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH: |
5 |
SOLE VOTING POWER
- 0 - |
6 |
SHARED VOTING POWER
126,203* |
7 |
SOLE DISPOSITIVE POWER
- 0 - |
8 |
SHARED DISPOSITIVE POWER
126,203* |
9 |
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
126,203*
|
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.05% (4) |
12 |
TYPE OF REPORTING PERSON
PN
|
|
|
|
|
|
|
* Represents shares owned as of December 31, 2015 and does not reflect
any subsequent transactions.
(4) Based on a total of 273,974,286 shares of Common Stock of the
Issuer outstanding as of October 15, 2015, as reported in the prospectus filed pursuant to Rule 424(b) under the Securities Act
by the Issuer with the Commission on November 6, 2015.
Item 1(a). Name of Issuer:
Sabre Corporation (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices:
3150 Sabre Drive
Southlake, Texas 76092
tem 2(a). Name of Person
Filing:
This Amendment No. 1 to Schedule
13G is being filed jointly by Silver Lake Group, L.L.C., a Delaware limited liability company (“SLG”), Silver
Lake Technology Associates II, L.L.C., a Delaware limited liability company (“Associates II”), Silver
Lake Partners II, L.P., a Delaware limited partnership (“Partners II”), and Silver
Lake Technology Investors II, L.P., a Delaware limited partnership (“Investors II”) (each a “Reporting
Person” and, together, the “Reporting Persons”), pursuant to an Agreement of Joint Filing incorporated
by reference herein in accordance with Rule 13d-1(k)(1) under the Act.
SLG is the managing member of Associates II, which is the
general partner of Partners II, which directly held 30,884,858 shares of Common Stock of the Issuer as of December 31, 2015 (the
“Partners II Shares”). Associates II is also the general partner of Investors II (together with Partners II,
the “Silver Lake Funds”), which directly held 126,203 shares of Common Stock as of December 31, 2015 (the “Investors
II Shares” and, together with the Partners II Shares, the “Silver Lake Shares”). As the sole general
partner of Partners II and Investors II, Associates II may be deemed to share voting and dispositive power with respect to the
Silver Lake Shares. As the sole managing member of Associates II, SLG may be deemed to share voting and dispositive power with
respect to the Silver Lake Shares.
Associates II is a member
of Sovereign Manager Co-Invest, LLC (“Sovereign Manager”), which is the managing member of Sovereign Co-Invest,
LLC (“Co-Invest”), which directly held 26,325,880 shares of Common Stock as of December 31, 2015 (the “Co-Invest
Shares” and, together with the Silver Lake Shares, the “Shares”). Sovereign Manager is managed by
a management committee consisting of two managers, one of which is designated by Associates II. Because of the relationship among
Partners II, SLG, Associates II and Co-Invest, each of Partners II, SLG and Associates II may be deemed to share voting and dispositive
power with respect to the Co-Invest Shares. Effective January 5, 2016, Co-Invest distributed all of the Co-Invest Shares pro rata
to its members pursuant to the terms of its limited liability company operating agreement. Following the distribution, 7,984,086
of the Co-Invest Shares are directly held by an entity managed by Sovereign Manager, Sovereign Co-Invest II, LLC (“Co-Invest
II”).
Each Reporting Person disclaims beneficial ownership of
the Shares, except to the extent of such Reporting Person's pecuniary interest therein.
Item
2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting
Persons is as follows:
c/o Silver Lake
2775 Sand Hill Road, Suite 100
Menlo Park, CA 94025
Page 6 of 11
Item 2(c). Citizenship:
See response to Item 4 of each of the cover pages.
Item 2(d). Titles of Classes of Securities:
Common Stock, $0.01 par value (“Common Stock”)
Item 2(e). CUSIP Number:
78573M104
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):
|
(a) |
¨ |
Broker or dealer registered under Section 15
of the Exchange Act (15 U.S.C. 78o). |
|
|
|
|
|
(b) |
¨ |
Bank as defined in Section 3(a)(6) of the
Exchange Act (15 U.S.C. 78c). |
|
|
|
|
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(c) |
¨ |
Insurance company as defined in Section
3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
|
|
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(d) |
¨ |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
|
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(e) |
¨ |
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
|
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(f) |
¨ |
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
|
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(g) |
¨ |
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
|
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(h) |
¨ |
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (13 U.S.C. 1813). |
|
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(i) |
¨ |
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
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(j) |
¨ |
Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J). |
|
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(k) |
¨ |
Group in accordance with §240.13d-1(b)(1)(ii)(K). |
|
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ . |
Page
7 of 11
Item
4. Ownership
| (a) | Amount Beneficially Owned: |
See responses to Item 9 on each cover page.
See responses to Item 11 on each cover page.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See responses to Item 5 on each cover page.
| (ii) | Shared power to vote or to direct the vote: |
See responses to Item 6 on each cover page.
| (iii) | Sole power to dispose or to direct the disposition of: |
See responses to Item 7 on each cover page.
| (iv) | Shared power to dispose or to direct the disposition of: |
See responses to Item 8 on each cover page.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being
filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [_].
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By
the Parent Holding Company or Control Person.
See response to Item 2(a) above.
Item 8. Identification and Classification of Members of the Group.
The Silver Lake Funds and Co-Invest have
entered into the Second Amended and Restated Stockholders’ Agreement, dated as of February 6, 2015 (as further supplemented
and amended, the “Stockholders Agreement”), with certain other holders (the “Holders”) of
shares of Common Stock of the Issuer. Co-Invest II entered into the Stockholders Agreement on January 5, 2016. Pursuant to
the Stockholders Agreement, the Silver Lake Funds and the Holders have agreed to, among other things, vote their shares of Common
Stock to elect members of the Board of Directors of the Issuer as set forth therein.
Page
8 of 11
Because of the relationship between the Silver Lake
Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under
the Act, to beneficially own at December 31, 2015 (based on publicly available information) 108,316,195 shares of Common Stock
held in the aggregate by the Silver Lake Funds and the Holders, or 39.5% of the total number of outstanding shares of Common Stock
of the Issuer (based on a total of 273,974,286 shares of Common Stock of the Issuer outstanding as of October 15, 2015, as reported
in the prospectus filed pursuant to Rule 424(b) under the Securities Act by the Issuer with the Commission on November 6, 2015).
Each Reporting Person disclaims beneficial ownership of the shares of Common Stock held by the Holders.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
Page
9 of 11
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 12, 2016
|
|
Silver Lake Group, L.L.C.
By: /s/ Karen M. King
Karen M. King
Managing Director and Chief Legal Officer |
|
|
Silver Lake Technology Associates II, L.L.C.
By: /s/ Karen M. King
Karen M. King
Managing Director and Chief Legal
Officer |
|
|
Silver Lake Partners II, L.P.
By: Silver Lake Technology Associates II, L.L.C., its
general partner
By: /s/ Karen M. King
Karen M. King
Managing Director and Chief Legal
Officer |
|
|
Silver Lake Technology Investors II, L.P.
By: Silver Lake Technology Associates II, L.L.C., its
general partner
By: /s/ Karen M. King
Karen M. King
Managing Director and Chief Legal
Officer |
Page
10 of 11
Exhibit Index
Exhibit 1 |
Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.* |
_______________
* Incorporated
herein by reference to the Agreement of Joint Filing by Silver Lake Group, L.L.C., Silver Lake Technology Associates II, L.L.C.,
Silver Lake Partners II, L.P. and Silver Lake Technology Investors II, L.P., dated as of February 12, 2015, which was previously
filed with the Commission as Exhibit 1 to Schedule 13G filed by Silver Lake Group, L.L.C., Silver Lake Technology Associates II,
L.L.C., Silver Lake Partners II, L.P. and Silver Lake Technology Investors II, L.P. on February 12, 2015.
Page
11 of 11
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