Current Report Filing (8-k)
31 Mars 2023 - 10:14PM
Edgar (US Regulatory)
Sabre Corp false 0001597033 0001597033 2023-03-30 2023-03-30 0001597033 us-gaap:CommonStockMember 2023-03-30 2023-03-30 0001597033 us-gaap:SeriesAPreferredStockMember 2023-03-30 2023-03-30
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): March 30, 2023
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 |
(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 |
(Address of principal executive offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Common Stock, $.01 par value |
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SABR |
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The NASDAQ Stock Market LLC |
6.50% Series A Mandatory Convertible Preferred Stock |
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SABRP |
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The NASDAQ Stock Market LLC |
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 an 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 |
Entry into a Material Definitive Agreement |
As previously reported, on February 14, 2023, Sabre Securitization, LLC, a special purpose entity (the “SPE”) that is an indirect subsidiary of Sabre Corporation (“Sabre” or the “Company”), entered into a three-year committed accounts receivable securitization facility (the “AR Facility”) of up to $200 million with PNC Bank, N.A., as administrative agent (the “Administrative Agent”), structuring agent and lender.
In connection with the AR Facility, certain subsidiaries of the Company, as originators (the “Originators”), have entered into two sale and contribution agreements, each dated as of March 30, 2023, (the “Sale and Contribution Agreements”). Pursuant to the Sale and Contribution Agreements, the Originators have sold and contributed substantially all of their accounts receivable and certain related assets (collectively, the “Receivables”) to the SPE, a separate legal subsidiary of the Company whose sole business consists of the purchase, or acceptance through capital contributions, of the Receivables and whose assets are not available to satisfy other creditors of the Company, the Originators, or any other subsidiary of the Company.
The initial borrowings under the AR Facility are $115 million. Unless required by law, the Company undertakes no obligation to publicly update the amount of borrowings outstanding under the AR Facility.
These descriptions of the Sale and Contribution Agreements do not purport to be complete and are qualified in their entirety by reference to the Sale and Contribution Agreements, which are attached to this Form 8-K as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference.
Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth under Item 1.01 above is incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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10.1 |
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Sale and Contribution Agreement, dated as of March 30, 2023, by and among Sabre Securitization, LLC, Sabre GLBL Inc., GetThere L.P., Radixx Solutions International, Inc. and Prism Group, Inc. |
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10.2 |
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English Sale Agreement, dated as of March 30, 2023, by and among Sabre Securitization, LLC and Sabre Global Technologies Limited. |
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104 |
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Cover Page Interactive Data File-formatted as Inline XBRL. |
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 |
Dated: March 31, 2023 |
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By: |
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/s/ Michael Randolfi |
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Name: |
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Michael Randolfi |
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Title: |
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Executive Vice President and Chief Financial Officer |
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