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): November 20, 2015
_____________________
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))
Item 1.01 | Entry into a Material Definitive Agreement. |
On November 20, 2015, Sabre GLBL Inc. (the “Company”), a wholly-owned subsidiary of Sabre Corporation, entered into a Master Services Agreement (the “Master Services Agreement”) with HP Enterprise Services, LLC (“HPE”), pursuant to which HPE will provide certain information technology (“IT”) infrastructure support services to the Company and its affiliates. By its terms, the Master Services Agreement replaces the Second Amended and Restated Information Technology Services Agreement, dated January 31, 2012, between the Company and HPE, as amended, pursuant to which HPE also provided certain IT infrastructure support services to the Company and its affiliates. A copy of a news release announcing the Master Services Agreement is attached as Exhibit 99.1.
Under the terms of the Master Services Agreement, HPE will, among other things, provide the Company with IT infrastructure and application services, including mainframe, server, network, security and cross functional services, in accordance with service agreements entered into by the parties under the Master Services Agreement. The Master Services Agreement provides that HPE will invoice charges for services in accordance with these individual service agreements. The Company will also pay certain of HPE’s pass-through costs incurred in connection with the service agreements. The Master Services Agreement expires on December 31, 2022. The Company has the right to terminate the Master Services Agreement upon at least 90 days’ written notice to HPE, as well as upon the occurrence of certain events specified in the Master Services Agreement. The Company has the right to extend the provision of IT Services for three additional one-year terms. The Master Services Agreement provides for the commercial terms of the relationship between the Company and HPE, including but not limited to a description of the services to be provided, representations and warranties of the parties, inspection and audit rights, intellectual property rights, data ownership and security, termination rights, limitations on liability and indemnification rights, and other covenants.
The foregoing is only a brief description of the material terms of the Master Services Agreement, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Master Services Agreement that will be filed as an exhibit to Sabre Corporation’s Annual Report on Form 10-K for the year ending December 31, 2015.
Item 1.02 | Termination of a Material Definitive Agreement. |
As discussed under Item 1.01 above, pursuant to the Master Services Agreement, the Company and HPE terminated the Second Amended and Restated Information Technology Services Agreement, dated January 31, 2012, as amended, effective November 20, 2015.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number | Description | ||
99.1 | Press Release dated November 25, 2015. | ||
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: November 25, 2015 | By: | /s/ Rachel Gonzalez |
Name: | Rachel Gonzalez | |
Title: | General Counsel | |
EXHIBIT INDEX
Exhibit Number | Description | ||
99.1 | Press Release dated November 25, 2015. | ||
Exhibit 99.1
Press Release Sabre Selects Hewlett Packard Enterprise to Expand Next Generation Technology Infrastructure, Software and Services |
PALO ALTO, Calif., and SOUTHLAKE, Texas - November 25, 2015 - Sabre Corporation (NASDAQ: SABR) and Hewlett Packard Enterprise (NYSE: HPE) announced today a multi-year renewal of their long-standing relationship.
Under the agreement, Hewlett Packard Enterprise will provide virtualization, automation and security services, hardware and software to support faster product development and extend Sabre’s position as the leading technology provider to the global travel industry. HPE also will provide new services to support Sabre’s growth and product priorities in the areas of data analysis, operations, e-commerce, retailing and merchandising for businesses across the travel industry.
“As the leading innovator to the global travel industry, Sabre is committed to delivering technology solutions to our customers based on world-class virtualization, security and operability,” said Tom Klein, Sabre president and CEO. “This agreement also delivers new capabilities to accelerate product development and increase our speed-to-market, all driven by Sabre and supported by Hewlett Packard Enterprise.”
Hewlett Packard Enterprise has supported Sabre’s infrastructure and applications environments for more than 14 years, providing infrastructure services including a portfolio of hosting and storage solutions. This expanded agreement leverages products and services from across Hewlett Packard Enterprise’s four transformation areas to help Sabre maintain its leadership position.
“Sabre is a pioneer in providing innovative solutions and services to the global travel industry, and together our partnership has helped Hewlett Packard Enterprise and Sabre set the standard in the industry,” said Meg Whitman, president and CEO of Hewlett Packard Enterprise. “Today’s agreement demonstrates the next step forward for Sabre, who will leverage Hewlett Packard Enterprise technology and services to deliver transformational offerings in cloud, security, analytics and mobility.”
This agreement expands on the existing infrastructure services relationship by providing Sabre with a robust next-generation, hybrid infrastructure environment to optimize processes and increase automation. These capabilities will help extend Sabre’s state of the art diagnostics and analytics on technology operations and shorten Sabre development cycles, resulting in faster speed-to-market for software, data, mobile and distribution solutions.
# # #
About Hewlett Packard Enterprise
Hewlett Packard Enterprise is an industry leading technology company that enables customers to go further, faster. With the industry’s most comprehensive portfolio, spanning the cloud to the data center to workplace applications, our technology and services help customers around the world make IT more efficient, more productive and more secure.
About Sabre Corporation
Sabre Corporation is the leading technology provider to the global travel industry. Sabre's software, data, mobile and distribution solutions are used by hundreds of airlines and thousands of hotel properties to manage critical operations, including passenger and guest reservations, revenue management, flight, network and crew management. Sabre also operates a leading global travel marketplace, which processes more than $120 billion of estimated travel spend annually by connecting travel buyers and suppliers. Headquartered in Southlake, Texas, USA, Sabre serves customers in more than 160 countries around the world.
Forward-Looking statements
Certain statements in this release 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 “will,” “expect,” “anticipate” 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 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 results of the agreement described in this release and services provided under that agreement, dependency on transaction volumes in the global travel industry, particularly air travel transaction volumes, adverse global and regional economic and political conditions, including, but not limited to, conditions in Venezuela and Russia, dependence on maintaining and renewing contracts with customers and other counterparties, exposure to pricing pressure in the Travel Network business, dependence on relationships with travel buyers, changes affecting travel supplier customers, travel suppliers’ usage of alternative distribution models, and competition in the travel distribution market and solutions markets. More information about potential risks and uncertainties that could affect Sabre’s business and results of operations is included in Part I, Item 1A, “Risk Factors” in Sabre’s Annual Report on Form 10-K for the year ended December 31, 2014, in “Risk Factors” in Part II, Item 1A of Sabre’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, in “Risk Factors” included as an exhibit to Sabre’s Current Report on Form 8-K filed on November 4, 2015, and in subsequent public statements or reports filed with or furnished to the Securities and Exchange Commission. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, 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.
Forward-Looking Statements
This document contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results of Hewlett Packard Enterprise could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements of the plans, strategies and objectives of Hewlett Packard Enterprise for future operations; other statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected and other risks that are described in Hewlett Packard Enterprise’s filings with the Securities and Exchange Commission, including but not limited to the risks described in Hewlett Packard Enterprise’s Registration Statement on Form 10 dated July 1, 2015, as amended August 10, 2015, September 4, 2015, September 15, 2015, September 28, 2015 and October 7, 2015. Hewlett Packard Enterprise assumes no obligation and does not intend to update these forward-looking statements.
Editorial contacts
Mari Hancock, HPE
+1 832 483 0519
mari.hancock@hpe.com
Heidi Castle, Sabre
+1 214-681-8169
heidi.castle@sabre.com