UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.02 | Termination of a Material Definitive Agreement. |
As previously disclosed, on August 19, 2021, Sabre Corporation, (“Sabre,” “we,” “us,” or “our”) established an at the market equity distribution program (the “ATM Program”) by entering into a sales agreement (the “Sales Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc., and Mizuho Securities USA LLC, each acting as a sales agent for Sabre (each, a “Sales Agent” and, collectively, the “Sales Agents”), pursuant to which Sabre may issue and sell, from time to time, shares (“Shares”) of its common stock, par value $0.01 per share, in “at the market” offerings having an aggregate gross sales price of up to $300,000,000.
On December 1, 2021, Sabre delivered written notice to the Sales Agents to terminate the Sales Agreement, effective as of December 6, 2021, pursuant to Section 8(a) thereof. Sabre is not subject to any termination penalties related to the termination of the Sales Agreement. Prior to termination, none of the Shares had been sold. As a result of the termination of the Sales Agreement, Sabre will not offer or sell any Shares under the ATM Program.
A copy of the Sales Agreement was filed as Exhibit 1.1 to the Current Report on Form 8-K, filed on August 19, 2021. The description of the Sales Agreement contained in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the copy of the Sales Agreement filed as Exhibit 1.1 to the Current Report on Form 8-K, filed on August 19, 2021.
| Item 7.01. | Regulation FD Disclosure. |
On December 1, 2021, Sabre provided the following key volume metrics update:
Global travel trends continue to be reflective of COVID-19 case counts, cumulative and daily vaccination rates and regional travel restrictions.
In October and November 2021, we saw continued monthly improvement in corporate travel bookings, which typically represent higher revenue and margin bookings. In the fourth quarter of 2021, notwithstanding the recent discovery of the Omicron variant of COVID-19, we expect a continued sequential improvement in our average booking fee and Free Cash Flow from the third quarter of 2021.
In November 2021 (through November 28, 2021), versus the same period in 2019:
| • | Our gross air bookings were down approximately 51%, |
| • | Net air bookings were down approximately 51%, |
| • | Passengers boarded were down approximately 29% and |
| • | Gross hotel central reservation system transactions were down approximately 12%. |
The decline in our key volume metrics versus 2019 levels is summarized in the chart below.
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| 1 | 7-Day moving average; calendar shifted; CRS transactions are community model only; data through November 28, 2021. |
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 “expect,” “future,” “believe,” “plan,” “guidance,” “outlook,” “anticipate,” “will,” “forecast,” “continue,” “strategy,” “estimate,” “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 Sabre’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, including any variants, 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, including travel restrictions, the effectiveness and rate of vaccinations, 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 the impact of changes in these transaction volumes from airlines’ insolvency, suspension of service or aircraft groundings, the effect of cost savings initiatives, 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 Solutions 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 execution, implementation and effects of new, amended or renewed agreements and strategic partnerships, including anticipated savings, 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 and divestitures, the effects of any litigation and regulatory reviews and investigations, 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
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and the effect of “Brexit”, 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. 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 November 2, 2021, in our Annual Report on Form 10-K filed with the SEC on February 25, 2021 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, we undertake no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.
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 | ||
| By: | /s/ Douglas E. Barnett | |
| Douglas E. Barnett Executive Vice President and Chief Financial Officer | ||
Dated: December 1, 2021
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