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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): July 3, 2025
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered |
||
| Common Stock, $.01 par value | SABR | 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 2.01 | Completion of Acquisition or Disposition of Assets. |
On July 3, 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 (“Sabre HS”), and Whitney Merger Sub, Inc., a Delaware corporation (“Buyer”), consummated the previously announced disposition of Sabre’s hospitality solutions business to Buyer in exchange for an aggregate cash purchase price amount of approximately $1,100,000,000, subject to customary purchase price adjustments (the “Disposition”), pursuant to the Stock Purchase Agreement, dated April 27, 2025, by and among Buyer, Sabre GLBL, the Company and Sabre HS (the “Purchase Agreement”).
The foregoing description of the Disposition and the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 28, 2025 and is incorporated by reference herein.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 3, 2025, the Company approved a one-time cash bonus payment of $5,300,000 to Scott Wilson, Executive Vice President, Sabre and President, Hospitality Solutions, which was contingent upon the consummation of the Disposition. In accordance with the terms of the Purchase Agreement, Mr. Wilson’s employment with the Company has terminated. As a result of his termination of employment, Mr. Wilson’s outstanding unvested equity awards from the Company expired.
| Item 7.01 | Regulation FD Disclosure. |
On July 7, 2025, the Company issued a press release announcing the consummation of the Disposition. A copy of the press release announcing the proposed transaction is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 7.01, including the exhibits incorporated by reference herein, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), regardless of any incorporation by reference language in any such filing, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the press release is not intended to, and does not, constitute a determination or admission by the Company that the information in the press release is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro forma financial information
Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 19, 2025, which is incorporated herein by reference, contains the unaudited pro forma consolidated balance sheet of the Company reflecting the Disposition as of March 31, 2025 and the unaudited pro forma 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 (collectively, the “Unaudited Pro Forma Information”). There have been no material changes to the Unaudited Pro Forma Information.
(d) Exhibits
| 99.1 | Press Release dated July 7, 2025. | |
| 104 | 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.
| Sabre Corporation | ||||||
| Date: July 7, 2025 | By: | /s/ Rochelle Boas |
||||
| Name: | Rochelle Boas | |||||
| Title: | Executive Vice President and Chief Legal Officer | |||||
Exhibit 99.1
Sabre announces closing of sale of Hospitality Solutions business to TPG
Vast majority of $960 million net proceeds to be used to pay down debt
SOUTHLAKE, Texas – July 7, 2025 – Sabre Corporation (“Sabre” or the “Company”) (NASDAQ: SABR) today announced the completion of the previously announced sale of its Hospitality Solutions business to TPG for $1.1 billion, $960 million net of taxes and fees.
“The completion of the sale of Sabre Hospitality Solutions to TPG is an important step in Sabre’s ongoing transformation. We are pleased with this transaction, and the opportunity it provides us to pay down debt and reduce our net leverage, optimize our portfolio and continue our focus on positioning the company for sustainable growth. I am thankful to the team at Hospitality Solutions and wish them success,” said Kurt Ekert, President and CEO.
About Sabre
Sabre Corporation is a leading technology company that takes on the biggest opportunities and solves the most complex challenges in travel. Sabre harnesses speed, scale and insights to build tomorrow’s technology today – empowering airlines, hoteliers, agencies and other partners to retail, distribute and fulfill travel worldwide. Headquartered in Southlake, Texas, USA, with employees across the world, Sabre serves customers in more than 160 countries globally. For more information visit www.sabre.com.
Forward-Looking Statements
Statements made in this press release 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 transaction. In many cases, you can identify forward-looking statements by terms such as “expect,” “guidance,” “outlook,” “trend,” “on course,” “on track,” “target,” “potential,” “benefit,” “goal,” “believe,” “plan,” “confident,” “anticipate,” “indicate,” “trend,” “position,” “optimistic,” “will,” “forecast,” “continue,” “strategy,” “estimate,” “project,” “may,”
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“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. 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 Quarterly Report on Form 10-Q filed with the SEC on May 7, 2025, in our Annual Report on Form 10-K filed with the SEC on February 20, 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, Sabre undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.
SABR-F
Contacts:
| Media | Investors | |
| Cassidy Smith-Broyles | Jim Mathias | |
| cassidy.smith-broyles@sabre.com | jim.mathias@sabre.com | |
| sabrenews@sabre.com | sabre.investorrelations@sabre.com |
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