8-K
Sabre Corp false 0001597033 0001597033 2020-06-04 2020-06-04

 

 

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 4, 2020

 

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

Symbol

 

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 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 2.05. Costs Associated with Exit or Disposal Activities.

On June 4, 2020, Sabre Corporation (“Sabre”) announced a strategic realignment of its airline and agency-focused businesses, as well as other measures to support the new organizational structure and to reflect the impacts of the COVID-19 pandemic on Sabre’s business and cost structure. These measures include a plan to reduce its global organization workforce that is expected to impact approximately 800 employees, in addition to approximately 400 participants in Sabre’s previously announced voluntary severance and voluntary early retirement programs. Sabre expects to incur total pre-tax restructuring and related charges of approximately $65 million to $85 million during the year ending December 31, 2020 in connection with employee terminations under these measures, substantially all of which represent future cash expenditures for the payment of severance and related benefits costs. This estimate includes a previously announced $25 million charge taken in the first quarter of 2020. This strategic realignment and related actions are expected to be substantially complete by the first half of the third quarter of 2020. Given additional measures implemented with regard to its global workforce, Sabre expects its cost savings for 2020 to now be approximately $275 million. The monthly cash burn rate in a zero bookings environment is still estimated to be approximately $80 million. A copy of the press release regarding this announcement is attached as Exhibit 99.1.

Forward-looking statements

Certain statements herein are forward-looking statements about trends, future events, uncertainties and our plans and expectations of what may happen in the future. Any statements that are not historical or current facts are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as “believe,” “could,” “likely,” “expect,” “plan,” “commit,” “guidance,” “outlook,” “anticipate,” “will,” “incremental,” “preliminary,” “forecast,” “continue,” “strategy,” “confidence,” “momentum,” “estimate,” “objective,” “project,” “may,” “should,” “would,” “intend,” “potential” 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 the Company’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. The potential risks and uncertainties include, among others, the severity, extent and duration of the global COVID-19 pandemic and its impact on our business and results of operations, financial condition and credit ratings, as well as on the travel industry and consumer spending more broadly, the actions taken to contain the disease or treat its impact, the effect of remote working arrangements on our operations and the speed and extent of the recovery across the broader travel ecosystem, dependency on transaction volumes in the global travel industry, particularly air travel transaction volumes, including from airlines’ insolvency, suspension of service or aircraft groundings, the timing, implementation and effects of the technology investment and other strategic initiatives, the completion and effects of travel platforms, travel suppliers’ usage of alternative distribution models, exposure to pricing pressure in the Travel Network business, changes affecting travel supplier customers, maintenance of the integrity of our systems and infrastructure and the effect of any security breaches, failure to adapt to technological advancements, competition in the travel distribution market and solutions markets, implementation of software solutions, reliance on third parties to provide information technology services and the effects of these services, the finalization of an agreement to implement a full-service property management system, the execution, implementation and effects of new or renewed agreements, dependence on establishing, maintaining and renewing contracts with customers and other counterparties and collecting amounts due to us under these agreements, dependence on relationships with travel buyers, our collection, processing, storage, use and transmission of personal data and risks associated with PCI compliance, our ability to recruit, train and retain employees, including our key executive officers and technical employees, the financial and business results and effects of acquisitions, the effects of any litigation and regulatory reviews and investigations, including with respect to these acquisitions, adverse global and regional economic and political conditions, including, but not limited to, economic conditions in countries or regions with traditionally high levels of exports to China or that have commodities-based economies and the effect of “Brexit” and uncertainty due to related negotiations, risks arising from global operations, reliance on the value of our brands, failure to comply with regulations, use of third-party distributor partners, the effects of the implementation of new accounting standards, and tax-related matters, including the effect of the Tax Cuts and Jobs Act. 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 8, 2020, our Annual Report on Form 10-K filed with the SEC on February 26, 2020 and 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, we undertake no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

         
 

99.1

   

Press release dated June 4, 2020.

         
 

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

             

Dated: June 4, 2020

 

 

By:

 

/s/ Douglas E. Barnett

 

 

Name:

Title:

 

Douglas E. Barnett

 

Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Sabre Announces Strategic Moves to Further Position Company for Success

Company completes plans for realignment of its business segments, combining airline

and agency-focused businesses, to provide a more seamless customer experience

Company to end furloughs by July 6 with plans to adopt a flexible, remote work program

and other measures to support new organizational structure

SOUTHLAKE, Texas – June 4, 2020 – Sabre Corporation (NASDAQ: SABR), the leading software and technology Company that powers the global travel industry, announced today that it is taking critical steps to successfully position the Company for long-term growth. This includes the strategic realignment of its airline and agency-focused businesses, as well as other measures to support the new organizational structure.

Sean Menke, Sabre’s president and chief executive officer stated, “Today, we announced a critical step toward completing our transformation into a new Sabre. We began this transformational journey over two years ago with the unveiling of our SabreNext strategy and the creation of our Travel Solutions organization. Our leadership team has completed plans to strategically realign and fully combine Sabre’s airline and agency-focused businesses to provide a stronger, more seamless experience for our customers.”

A New Sabre: Strategically Realigning its Business

Sabre’s leadership team has been driving transformational change and building a foundation to position the Company for growth. The team has been focused on three areas: the security, stability and health of its technology products and services; enhancing collaboration across the Company’s business segments to accelerate the creation of end-to-end solutions for its customers; and building a leadership team throughout the organization that will lead Sabre into the next phase of its journey to become the trusted technology partner of the travel industry. Today, the Company announced a critical step toward completing its transformation to better serve its customers and generate long-term growth opportunities across the business.

Menke continued, “Sabre is mission-critical to the travel ecosystem. While we had to put certain initiatives and technology investments on hold in response to the COVID-19 pandemic, we remain steadfast in our commitment to helping our customers operate more efficiently, drive revenue and offer personalized travel experiences that benefit travellers, travel suppliers, and agencies. This pandemic has caused major shifts in the travel ecosystem resulting in the changing needs of our airline, hotel and agency customers. We have taken this opportunity to accelerate the organizational changes we began in 2018 to address the changing travel landscape. Sabre’s new organization is built upon the premise that the retailing, distribution and fulfillment of travel will continue to evolve over the next decade and each of these elements will become even more interconnected and interdependent.”


One Sabre: Delivering Value to Customers Through a Collective Lens

The strategic realignment of its business segments will further enable Sabre to deliver on its promise to retail, distribute and fulfill travel by serving its airline and agency customers through a collective lens. In addition, the Company reaffirms its long-term vision to create a new market for personalized travel, as it takes steps to become the technology platform positioned at the center of the business of travel. The Company also remains committed to the strategic initiatives it first announced in February of this year.

To that end, Sabre will continue to:

 

   

Focus on creating personalized offers with IT capabilities, processes and intelligence that allow suppliers to retail personalized offers through all channels, with an eye toward delivering experiences that today’s travelers want and unlocking more value per passenger boarded.

 

   

Drive the future of distribution, including NDC, by increasing the value of supplier offers and the value of the GDS, enabling airlines to distribute personalized offers through the Company’s marketplace and through their direct channels.

 

   

Unlock growth potential in the fast-growing low cost carrier (LCC) market by creating more ways for LCCs to retail and distribute content and scaling the offerings of recently-acquired Radixx.

 

   

Deliver a full-service property management system to better serve enterprise hotels, collaborating with Accor, to build a full service property management system that will combine with its best-in-class central reservation and state-of-the-art limited service property management systems within a fully unified, cloud-native platform designed for hoteliers of all property classes, sizes and geographic regions – a milestone in the global travel industry.

 

   

Transform Sabre’s technology in a 10-year preferred, strategic partnership with Google that includes: (1) improving Sabre’s technology capability by migrating the Company’s IT infrastructure to Google Cloud’s highly available and secure services with advanced support and greater flexibility; (2) utilizing Google’s data analytics tools to enable Sabre to enhance the capabilities of current and future products; and (3) designing a broader innovation framework with Google that seeks to optimize the talent and assets of both companies to imagine, develop and deploy future capabilities that will advance the travel ecosystem, benefiting all market participants.

The Sabre Team: Creating a lean, focused and rewarded workforce

In addition to its business realignment, to further position the Company for success, Sabre announced several measures it will implement with regard to its global workforce. More specifically, the Company shared the following:

 

   

Team member furloughs will end on or before July 6, 2020

 

   

By July 6, 2020, Sabre will restore employee compensation back to 100% of base pay, ending voluntary and involuntary pay reductions that took effect in March and April across the world


   

Sabre is adopting a flexible, safe and productive remote work program that will enable its global workforce to “work from anywhere,” to the extent work from home/remote work programs are allowed under local laws.

 

   

A right-sizing of the Company’s global organization includes a reduction in force that is expected to impact approximately 800 team members across 43 office locations. This is in addition to the separation of approximately 400 participants in Sabre’s previously announced voluntary severance and voluntary early retirement programs.

The Company’s strategic realignment and related actions are expected to be substantially complete early in the third quarter of 2020. Further details regarding the new Travel Solutions organization and leadership team will be announced publicly in early July, when the new structure goes into effect.

About Sabre Corporation

Sabre Corporation is a leading software and technology Company that powers the global travel industry, serving a wide range of travel companies including airlines, hoteliers, travel agencies and other suppliers. The Company provides retailing, distribution and fulfilment solutions that help its customers operate more efficiently, drive revenue and offer personalized traveler experiences. Through its leading travel marketplace, Sabre connects travel suppliers with buyers from around the globe. Sabre’s technology platform manages more than $260B worth of global travel spend annually. Headquartered in Southlake, Texas, USA, Sabre serves customers in more than 160 countries around the world. For more information visit www.sabre.com.

SABR-F

Contacts:

Media

Kristin Hays

kristin.hays@sabre.com

Heidi Castle

heidi.castle@sabre.com

sabrenews@sabre.com

Investors

Kevin Crissey

kevin.crissey@sabre.com

sabre.investorrelations@sabre.com