Current Report Filing (8-k)
07 Juin 2018 - 10:43PM
Edgar (US Regulatory)
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): June 5, 2018
SABRE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-36422
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20-8647322
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3150 Sabre Drive
Southlake, TX
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76092
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(Address of principal executive offices)
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(Zip Code)
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(682)
605-1000
(Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Item 1.01
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Entry into a Material Definitive Agreement
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On June 5, 2018, Sabre Corporation (the
Corporation) entered into an underwriting agreement (the Underwriting Agreement) with Goldman Sachs & 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 16,000,000 shares of the Corporations common stock, par value $0.01
per share (the Common Stock) pursuant to the Corporations Registration Statement on Form
S-3
(File
No. 333-224616).
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, 16,000,000 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, 1,000,000 shares of Common Stock.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 herewith and incorporated by reference herein.
On June 7, 2018, the Corporation issued a press release announcing
that the Offering in respect of an aggregate amount of 16,000,000 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
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Financial Statements and Exhibits.
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(d)
Exhibits
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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.
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Sabre Corporation
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Dated: June 7, 2018
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By:
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/s/ Richard A. Simonson
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Name:
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Richard A. Simonson
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Title:
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Executive Vice President and Chief Financial Officer
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