Sabre Corp S-3ASR, filed Apr 30, 2021
Sabre Corp (SABR)
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As filed with the Securities and Exchange Commission on April 30, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SABRE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 7370 | 20-8647322 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
3150 Sabre Drive
Southlake, TX 76092
Telephone: (682) 605-1000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Aimee Williams-Ramey, Esq.
Senior Vice President and General Counsel
Sabre Corporation
3150 Sabre Drive
Southlake, TX 76092
Telephone: (682) 605-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
David Lopez, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
(212) 225-2000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| 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 7(a)(2)(B) of Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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| Title of each class of securities to be registered |
Amount to be registered/ offering price per unit/ price(1) |
Amount of registration fee(2) | ||
| Common Stock, $0.01 par value per share |
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| Preferred Stock, $0.01 par value per share |
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| (1) | An indeterminate aggregate initial offering price and number or amount of the securities is being registered as may periodically be offered at indeterminate prices. |
| (2) | In accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, the registrant is deferring payment of the entire registration fee. |
The registrant is filing this registration statement to replace its registration statement (No. 333-224616), which is expiring pursuant to Rule 415(a)(5). In accordance with Rule 415(a)(6), effectiveness of this Registration Statement will be deemed to terminate the expiring registration statement.
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PROSPECTUS
Sabre Corporation
Common Stock
Preferred Stock
We or selling stockholders may offer and sell from time to time, together or separately, shares of our common stock, par value $0.01 per share, in amounts, at prices and on other terms to be determined at the time of the offering and to be described in an accompanying prospectus supplement. Additionally, we may offer and sell from time to time shares of our preferred stock (together with the common stock, the “securities”).
In the case of an offering by a selling stockholder, the applicable prospectus supplement will include the identity of, and specific information required with respect to, any selling stockholder, including the relationship between any selling stockholder and us. Any selling stockholders that are affiliates of us may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and, as a result, may be deemed to be offering securities, indirectly, on our behalf.
Any prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and each related prospectus supplement, together with the documents we incorporate by reference, before you invest. This prospectus may not be used to sell our securities unless accompanied by a prospectus supplement.
We may offer and sell our securities, and the selling stockholders may offer and sell our common stock through one or more underwriters, dealers or agents, through underwriting syndicates managed or co-managed by one or more underwriters, or directly to purchasers, on a continuous or delayed basis. We provide more information about how the shares may be offered and sold in the section entitled “Plan of Distribution” beginning on page 5. The prospectus supplement for each offering of our securities will describe in detail the plan of distribution for that offering.
Our common stock is listed on The NASDAQ Stock Market (“NASDAQ”) under the symbol “SABR.” The last reported closing sale price of our common stock on the NASDAQ on April 29, 2021 was $15.16 per share.
INVESTING IN OUR SECURITIES INVOLVES RISKS. YOU SHOULD READ THE “RISK FACTORS” SECTION ON PAGE 1 OF THIS PROSPECTUS AND CAREFULLY CONSIDER THE DISCUSSION OF RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” IN ANY APPLICABLE PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS WE INCORPORATE BY REFERENCE.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus or any applicable prospectus supplement. Any representation to the contrary is a criminal offense.
Prospectus dated April 30, 2021
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We and any selling stockholders are responsible for the information contained and incorporated by reference in this prospectus, any prospectus supplement and any free writing prospectus prepared by us or on behalf of us. Neither we nor any selling stockholders have authorized anyone to give you any other information, and we or any selling stockholders take no responsibility for any other information that others may give you. We and any selling stockholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or incorporated by reference in this prospectus or any prospectus supplement is accurate as of any date other than the date of the document containing the information.
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) utilizing an automatic shelf registration process. Under this shelf process, we may periodically offer and sell any combination of the securities described in this prospectus in one or more offerings and selling stockholders may periodically offer and sell our common stock in one or more offerings. This prospectus provides a general description of our preferred stock and our common stock. Each time we or any selling stockholders offer securities, we or any selling stockholders will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information, including information about us, contained in this prospectus. Therefore, before making your investment decision, you should carefully read both this prospectus and any prospectus supplement together with the documents referred to in “Where You Can Find More Information” and “Incorporation by Reference.”
In this prospectus, unless we indicate otherwise or the context requires, references to the “company,” “Sabre,” “we,” “our,” “ours” and “us” refer to Sabre Corporation and its consolidated subsidiaries, and references to “Sabre GLBL” refer to Sabre GLBL Inc., formerly known as Sabre Inc. In the context of our Travel Network business, references to “travel buyers” refer to buyers of travel, such as online and offline travel agencies, travel management companies (“TMCs”) and corporate travel departments, and references to “travel suppliers” refer to suppliers of travel services such as airlines, hotels, car rental brands, rail carriers, cruise lines and tour operators.
We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks,
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service marks, trade names or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsement or sponsorship by, us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.
GetThere, Sabre, Sabre Holdings, the Sabre logo, Sabre AirCentre, Sabre Travel Solutions, Sabre AirVision, Sabre Hospitality Solutions, Sabre Red, SabreSonic, TripCase and our other registered or common law trademarks, service marks or trade names appearing in this prospectus are the property of Sabre.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the documents incorporated by reference contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results of operations, our prospects and strategies for future growth, the development and introduction of new products, and the implementation of our marketing and branding strategies. In many cases, you can identify forward-looking statements by terms such as “may,” “will,” “intends,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or the negative of these terms or other comparable terminology.
The forward-looking statements contained in this prospectus, any prospectus supplement, the documents incorporated by reference or elsewhere are based on our current expectations and assumptions regarding our business, the economy and other future conditions and are subject to risks, uncertainties and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. 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. A number of important factors could cause actual results to differ materially from those indicated by the forward-looking statements, including, but not limited to, those factors described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as included in a prospectus supplement and the documents incorporated by reference.
These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and 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.
You should carefully consider the risks specified under the caption “Risk Factors” in any prospectus supplement and the documents incorporated by reference and in subsequent public statements or reports we file with or furnish to the SEC, before making any investment decision with respect to our securities. If any of these trends, risks or uncertainties actually occurs or continues, our business, financial condition or results of operations could be materially adversely affected, the trading prices of our securities could decline and you could lose all or part of your investment. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.
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Sabre Corporation is a Delaware corporation formed in December 2006. On March 30, 2007, Sabre Corporation acquired Sabre Holdings Corporation, a Delaware corporation formed in 1996 (“Sabre Holdings”), which is the sole direct subsidiary of Sabre Corporation. Sabre Holdings was operated as a division of AMR Corporation, its parent company, until it was spun off completely in 2000. Sabre GLBL Inc. is the principal operating subsidiary and sole direct subsidiary of Sabre Holdings. Sabre GLBL Inc. or its direct or indirect subsidiaries conduct all of our businesses. Prior to our acquisition in 2007, we were previously a publicly-held travel technology company. Our initial public offering occurred on April 17, 2014 and our shares are listed on the NASDAQ. We are headquartered in Southlake, Texas.
At Sabre, we make travel happen. We are a software and technology company that powers the global travel industry. We partner with airlines, hoteliers, agencies and other travel partners to retail, distribute and fulfill travel. We connect the world’s leading travel suppliers, including airlines, hotels, car rental brands, rail carriers, cruise lines and tour operators, with travel buyers in a comprehensive travel marketplace. We also offer travel suppliers an extensive suite of leading software solutions, ranging from airline and hotel reservations systems to high-value marketing and operations solutions, such as planning airline crew schedules, re-accommodating passengers during irregular flight operations and managing day-to-day hotel operations. We are committed to helping customers operate more efficiently, drive revenue and offer personalized traveler experiences with next-generation technology solutions.
Our principal executive offices are located at 3150 Sabre Drive, Southlake, Texas 76092 and our telephone number is (682) 605-1000. Our corporate website address is www.sabre.com. The information contained on our website or that can be accessed through our website will not be deemed to be incorporated by reference into this prospectus and any applicable prospectus supplement, and investors should not rely on any such information in deciding whether to purchase our securities.
Investing in our securities involves risks. Before deciding to invest in our securities, you should carefully consider the discussion of risks and uncertainties under the heading “Risk Factors” contained in any applicable prospectus supplement and in the documents that are incorporated by reference in this prospectus. See the sections entitled “Where You Can Find More Information” and “Incorporation by Reference” on page 7. The occurrence of any of these risks might cause you to lose all or part of your investment in the offered securities.
Except as otherwise set forth in a prospectus supplement, we intend to use the net proceeds from any sale of our securities by this prospectus for our general corporate purposes. The net proceeds may be invested temporarily in short-term marketable securities or applied to repay short-term debt until they are used for their stated purpose.
Unless otherwise set forth in a prospectus supplement, we will not receive any proceeds from any sale of our common stock by a selling stockholder.
The following is a description of the material terms of our fourth amended and restated certificate of incorporation (as amended, the “Certificate of Incorporation”) and sixth amended and restated bylaws (the
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“Bylaws”) as they are in effect as of April 30, 2021. This description may not contain all of the information that is important to you. To understand them fully, you should read our Certificate of Incorporation and Bylaws, copies of which are filed as exhibits to the registration statement of which this prospectus forms part, as well as the relevant portions of the Delaware General Corporation Law, as amended (“DGCL”).
Common Stock
General. Our Certificate of Incorporation authorizes the issuance of up to 1 billion shares of common stock, par value $0.01. On April 28, 2021, there were 319,463,226 shares of common stock outstanding. None of our outstanding common stock has been designated as non-voting.
Voting Rights. Except as otherwise provided in our Certificate of Incorporation or required by law, holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Except for the election of directors, if a quorum is present, an action on a matter is approved if the votes cast favoring the action or matter exceed the votes cast against the action or matter, unless the vote of a greater number is required by applicable law, the DGCL, our Certificate of Incorporation or our Bylaws. The election of directors in an uncontested election will be determined by a majority of the votes cast with respect to that director’s election, requiring the number of votes cast “for” a director’s election to exceed the number of votes cast “against” that director. The rights, preferences and privileges of holders of common stock are subject to, and may be impacted by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.
Dividends. Holders of our common stock are entitled to receive ratably those dividends, if any, as may be declared by the board of directors out of legally available funds.
Liquidation, Dissolution, and Winding Up. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts, liabilities and all preferential amounts to which holders of any outstanding class of preferred stock may be entitled.
Preemptive Rights. Holders of our common stock have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking funds provisions applicable to our common stock.
Assessment. All outstanding shares of our common stock are fully paid and nonassessable.
Preferred Stock
Our Certificate of Incorporation authorizes the issuance of up to 225 million shares of preferred stock, par value $0.01 per share, in one or more series, and authorizes our board of directors to designate the preferences, rights and other terms of each series. On April 28, 2021, there were 3,340,000 shares of preferred stock outstanding. Under our Certificate of Incorporation, our board of directors may provide for the issuance of shares of preferred stock, without stockholder approval, in such series and with such designations, preferences, conversion or other rights, powers, including voting powers, and qualifications, limitations or restrictions thereof, as the board of directors deems appropriate. The board of directors could, without stockholder approval, issue shares of preferred stock with voting, conversion and other rights that could adversely affect the voting power and impact other rights of the holders of the common stock. Our board of directors may issue shares of preferred stock as an anti-takeover measure without any further action by the holders of common stock. This may have the effect of delaying, deferring or preventing a change of control of our company by increasing the number of shares necessary to gain control of the company.
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In respect of any offering of preferred stock under this prospectus, the applicable prospectus supplement will describe, among other things, the following:
| • | the number of shares and designation or title of the shares; |
| • | dividend rights; |
| • | the right, if any, to exchange or convert the shares of such series into shares of any other class or classes, or of any other series of the same or any other class or classes of our stock, and if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and the adjustments, if any, at which such conversion or exchange may be made; |
| • | any redemption or sinking fund provisions of the preferred stock; |
| • | the voting rights, if any, which will apply; |
| • | the rights of the holders upon our dissolution or upon the distribution of our assets; |
| • | a discussion of material federal income tax considerations regarding the preferred stock; and |
| • | any additional rights, preferences, privileges, limitations, and restrictions of the preferred stock. |
Anti-Takeover Effects of Provisions of Our Certificate of Incorporation and Our Bylaws
Our Certificate of Incorporation and our Bylaws contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with the board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they may also discourage acquisitions that some stockholders may favor. These provisions include:
Authorized but Unissued or Undesignated Capital Stock. Our authorized capital stock consists of 1 billion shares of common stock and 225 million shares of preferred stock. A large quantity of authorized but unissued shares may deter potential takeover attempts because of the ability of our board of directors to authorize the issuance of some or all of these shares to a friendly party, or to the public, which would make it more difficult for a potential acquirer to obtain control of us. This possibility may encourage persons seeking to acquire control of us to negotiate first with our board of directors. The authorized but unissued stock may be issued by the board of directors in one or more transactions. In this regard, our Certificate of Incorporation grants the board of directors broad power to establish the rights and preferences of authorized and unissued preferred stock. The issuance of shares of preferred stock pursuant to the board of directors’ authority described above could decrease the amount of earnings and assets available for distribution to holders of common stock and adversely affect the rights and powers, including voting rights, of such holders and may have the effect of delaying, deferring or preventing a change of control. The preferred stock could also be used in connection with the issuance of a shareholder rights plan, sometimes referred to as a “poison pill.” Our board of directors is able to implement a shareholder rights plan without further action by our stockholders. The board of directors does not intend to seek stockholder approval prior to any issuance of preferred or common stock, unless otherwise required by law.
Action by Written Consent. Our Certificate of Incorporation provides that stockholder action can be taken only at an annual meeting or special meeting of stockholders and cannot be taken by written consent in lieu of a meeting.
Special Meetings of Stockholders. Our Certificate of Incorporation provides that special meetings of our stockholders may be called only by our board of directors or the chairman of the board of directors. Our Bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting.
Advance Notice Procedures. Our Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the
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direction of the board of directors. In order for any matter to be “properly brought” before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not earlier than the opening of business 120 days prior, and not later than the close of business 90 days before, the first anniversary date of the immediately preceding annual meeting of stockholders. Our Bylaws also specify requirements as to the form and content of a stockholder’s notice. Under our Bylaws, the board of directors may adopt by resolution the rules and regulations for the conduct of meetings.
Except to the extent inconsistent with such rules and regulations adopted by the board of directors, the chairman of the meeting of stockholders shall have the right to adopt rules and regulations for the conduct of meetings, which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to influence or obtain control of us.
Limitation of Liability and Indemnification of Officers and Directors
Our Certificate of Incorporation provides that no director shall be personally liable to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. Our Bylaws provide that we will indemnify, to the fullest extent permitted by the DGCL, any person made or threatened to be made a party to any action or is involved in a proceeding by reason of the fact that the person is or was our director or officer, or our director or officer who, while a director or officer, is or was serving at the request of Sabre as a director, officer, employee, agent or manager of another corporation, partnership, limited liability company, joint venture, trust or other enterprise or non-profit entity, including service with respect to an employee benefit plan. Our Bylaws also provide that, subject to applicable law, we may, by action of our board of directors, grant rights to indemnification and advancement of expenses to persons other than our directors and officers with such scope and effect as the board of directors may then determine. We have entered into customary indemnification agreements with each of our directors that provide them, in general, with customary indemnification in connection with their service to us or on our behalf.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Choice of Forum
Our Certificate of Incorporation provides that unless we consent to the selection of an alternate forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the DGCL, our Certificate of Incorporation or Bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to the forum provisions in our Certificate of Incorporation.
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Transfer Agent and Registrar
American Stock Transfer & Trust Company, LLC is the transfer agent and registrar for our securities.
Exchange
Our common stock is listed on the NASDAQ under the symbol “SABR.”
We or the selling stockholders may offer and sell from time to time, together or separately, our securities covered by this prospectus in one or more or any combination of the following transactions:
| • | on the NASDAQ, in the over-the-counter market or on any other national securities exchange on which our shares are listed or traded |
| • | in privately negotiated transactions; |
| • | in underwritten transactions; |
| • | in a block trade in which a broker-dealer will attempt to sell the offered shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| • | through purchases by a broker-dealer as principal and resale by the broker-dealer for its account pursuant to this prospectus; and |
| • | through any other method permitted by applicable law. |
We or the selling stockholders may sell our securities at prices then prevailing or related to the then current market price or at negotiated prices. The offering price of our securities from time to time will be determined by us or the selling stockholders, as applicable, and, at the time of the determination, may be higher or lower than the market price of our common stock on the NASDAQ or any other exchange or market.
Our securities may be offered to the public, from time to time, through broker-dealers acting as agent or principal, including through underwriting syndicates represented by one or more managing underwriters or directly by one or more of such firms in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. Any public offering price and any discounts or concessions allowed or reallowed or paid by underwriters or dealers to other dealers may be changed from time to time. The underwriters will be obligated to purchase all of the offered shares if they purchase any of the offered shares.
In connection with an underwritten offering, underwriters or agents may receive compensation in the form of discounts, concessions or commissions from us or the selling stockholders, as applicable, or from purchasers of the offered shares for whom they may act as agents. In addition, underwriters may sell our securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from the purchasers for whom they may act as agents. The selling stockholders and any underwriters, dealers or agents participating in a distribution of our securities may be deemed to be “underwriters” within the meaning of the Securities Act, and any profit on the sale of the shares by the selling stockholders and any commissions received by broker-dealers may be deemed to be underwriting commissions under the Securities Act.
We and the selling stockholders, as applicable, each may agree to indemnify an underwriter, broker-dealer or agent against certain liabilities related to the selling of our securities, including liabilities arising under the Securities Act.
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At any time a particular offer of securities covered by this prospectus is made, a revised prospectus or prospectus supplement, if required, will set forth the aggregate amount of shares covered by this prospectus being offered and the terms of the offering, including the name or names of any underwriters, dealers, brokers or agents. In addition, to the extent required, any discounts, commissions, concessions and other items constituting underwriters’ or agents’ compensation, as well as any discounts, commissions or concessions allowed or reallowed or paid to dealers, will be set forth in such revised prospectus or prospectus supplement. Any such required prospectus or prospectus supplement, and, if necessary, a post-effective amendment to the registration statement of which this prospectus is a part, will be filed with the SEC to reflect the disclosure of additional information with respect to the distribution of our common stock covered by this prospectus.
To facilitate the offering of shares covered by this prospectus, certain persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of our securities. This may include over-allotments or short sales of our securities, which involve the sale by persons participating in the offering of more securities than we or the selling stockholders sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of our securities by bidding for or purchasing our securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if our securities sold by them is repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of our securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.
The specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
In the ordinary course of their business activities, any underwriter, broker-dealer or agent and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and other instruments. Any underwriter, broker-dealer or agent and their respective affiliates may also engage in transactions with or perform services for us or provide other types of financing to us in the ordinary course of their business.
To the extent required, this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution.
To comply with applicable state securities laws, our securities covered by this prospectus will be sold, if necessary, in such jurisdictions only through registered or licensed brokers or dealers. In addition, our securities may not be sold in some states absent registration or pursuant to an exemption from applicable state securities laws.
The legality of the shares of our securities described in this prospectus will be passed upon for Sabre Corporation by Young Conaway Stargatt & Taylor, LLP. Certain legal matters in connection with any offering will be passed upon for us by Cleary Gottlieb Steen & Hamilton LLP. Certain legal matters in connection with any offering, including the legality of the shares of our common stock or the legality of the shares of our preferred stock described in this prospectus, will be passed upon for any underwriters or agents, as the case may be, by counsel identified in the prospectus supplement with respect to any offering.
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The consolidated financial statements and schedule of Sabre Corporation as of December 31, 2020 and 2019, and for each of the three years in the period ended December 31, 2020, incorporated by reference in this Prospectus and Registration Statement have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon incorporated by reference herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. Please note that the SEC’s website is included in this prospectus and any applicable prospectus supplement as an inactive textual reference only. The information contained on the SEC’s website is not incorporated by reference into this prospectus and should not be considered to be part of this prospectus, except as described in the following paragraph. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facility.
We “incorporate by reference” into this prospectus and any applicable prospectus supplement certain information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Certain information that we subsequently file with the SEC will automatically update and supersede information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, until all the securities offered by this prospectus have been sold and all conditions to the consummation of such sales have been satisfied, except that we are not incorporating any information included in a Current Report on Form 8-K that has been or will be furnished (and not filed) with the SEC, unless such information is expressly incorporated herein by a reference in a furnished Current Report on Form 8-K or other furnished document:
| • | our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021; |
| • | our Current Reports on Form 8-K filed with the SEC on March 8, 2021 and April 29, 2021; |
| • | the description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on April 17, 2014 and any amendment or report filed with the SEC for the purpose of updating such description; and |
| • | the description of our 6.50% Series A Mandatory Convertible Preferred Stock, liquidation preference $100 per share, contained in our Registration Statement on Form 8-A, filed with the SEC on September 3, 2020 and any amendment or report filed with the SEC for the purpose of updating such description. |
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We will provide without charge upon written or oral request to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, a copy of any and all of the documents which are incorporated by reference in this prospectus (other than exhibits unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed to the following address:
Sabre Corporation
Attention: Corporate Secretary
3150 Sabre Drive
Southlake, TX 76092
Telephone: (682) 605-1000
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses payable by the registrant in connection with the securities being registered hereby. Except as otherwise noted, all of the fees set forth below are estimates.
| SEC Registration Fee |
$ | * | ||
| FINRA Filing Fee |
** | |||
| Printing and Engraving Expenses |
** | |||
| Legal Fees and Expenses |
** | |||
| Accounting Fees and Expenses |
** | |||
| Transfer Agent and Registrar Fees and Expenses |
** | |||
| Blue Sky Fees and Expenses |
** | |||
| Miscellaneous |
** | |||
|
|
|
|||
| Total |
$ | ** | ||
|
|
|
| * | Deferred in accordance with Rules 456(b) and 457(r) under the Securities Act. |
| ** | An estimate of the aggregate amount of these expenses will be reflected in the applicable prospectus supplement. |
Item 15. Indemnification of Directors and Officers.
Section 102 of the DGCL allows a corporation to eliminate or limit the personal liability of directors to a corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or engaged in a transaction from which the director obtained an improper personal benefit.
Section 145 of the DGCL provides, among other things, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the corporation’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding. The power to indemnify applies if (i) such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful or, (ii) to the extent that such person is a present or former director or officer of a corporation, such person is successful on the merits or otherwise in defense of any action, suit or proceeding. The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of defense expenses (including attorneys’ fees but excluding amounts paid in settlement) actually and reasonably incurred and not to any satisfaction of judgment or settlement of the claim itself, and with the further limitation that in such actions no indemnification shall be made in the event such person is adjudged to be liable to the corporation, unless a court determines that in light of all the circumstances indemnification should apply.
Section 174 of the DGCL provides, among other things, that a director who willfully and negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption may be held liable
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for such actions to the full amount of the dividend unlawfully paid or the purchase or redemption of the corporation’s stock, with interest from the time such liability accrued. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered on the books containing the minutes of the meetings of the board of directors at the time the action occurred or immediately after the absent director receives notice of the unlawful acts.
Our Certificate of Incorporation provides that no director shall be personally liable to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL.
Our Bylaws provide that we will indemnify, to the fullest extent permitted by the DGCL, any person made or threatened to be made a party to any action or is involved in a proceeding by reason of the fact that the person is or was our director or officer, or our director or officer who, while a director or officer, is or was serving at the request of Sabre as a director, officer, employee, agent or manager of another corporation, partnership, limited liability company, joint venture, trust or other enterprise or non-profit entity, including service with respect to an employee benefit plan. Expenses incurred by a director or officer in defending against such legal proceedings are payable before the final disposition of the action, provided that the director or officer undertakes to repay us if it is later determined that he or she is not entitled to indemnification. Our Bylaws also provide that, subject to applicable law, we may, by action of our board of directors, grant rights to indemnification and advancement of expenses to persons other than our directors and officers with such scope and effect as the board of directors may then determine.
We have entered into customary indemnification agreements with each of our directors that provide them, in general, with customary indemnification in connection with their service to us or on our behalf.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
We maintain standard policies of insurance under which coverage is provided (a) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to us with respect to payments which we may make to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law for a privately held company.
The form of underwriting agreement to be filed by post-effective amendment or pursuant to a Current Report on Form 8-K and incorporated herein by reference as Exhibit 1.1 and the form of underwriting agreement to be filed by post-effective amendment or pursuant to a Current Report on Form 8-K and incorporated herein by reference as Exhibit 1.2 to this registration statement, may provide for indemnification, under certain circumstances, by the underwriters of us and our officers and directors for certain liabilities arising under the Securities Act or otherwise.
Item 16. Exhibits.
See the “Exhibit Index,” which precedes the signature page to this registration statement and is herein incorporated by reference.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the Securities Act to any purchaser:
(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of the registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such
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purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
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| * | Filed herewith. |
| ** | To be filed by post-effective amendment or pursuant to a Current Report on Form 8-K and incorporated herein by reference. |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southlake, State of Texas, on the 30th day of April, 2021.
| SABRE CORPORATION | ||
| By: | /s/ Sean Menke | |
| Sean Menke | ||
| President and Chief Executive Officer | ||
KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Sean Menke, Douglas Barnett, Aimee Williams-Ramey and Steve Milton, and each of them, as such person’s true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorneys-in-fact and agents, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. This document may be executed in counterparts that when so executed shall constitute one registration statement, notwithstanding that all of the undersigned are not signatories to the original of the same counterpart.
| Signatures |
Title |
Date | ||
| /s/ Sean Menke |
President, Chief Executive Officer and Director (Principal Executive Officer) |
April 30, 2021 | ||
| Sean Menke |
||||
| /s/ Douglas Barnett |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
April 30, 2021 | ||
| Douglas Barnett | ||||
| /s/ Jami Kindle |
Senior Vice President and Corporate Controller (Principal Accounting Officer) |
April 30, 2021 | ||
| Jami Kindle | ||||
| /s/ Karl Peterson |
Chairman of the Board | April 30, 2021 | ||
| Karl Peterson | and Director | |||
| /s/ George R. Bravante, Jr. |
Director | April 30, 2021 | ||
| George R. Bravante, Jr. | ||||
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| Signatures |
Title |
Date | ||
| /s/ Hervé Couturier |
Director | April 30, 2021 | ||
| Hervé Couturier | ||||
| /s/ Gary Kusin |
Director | April 30, 2021 | ||
| Gary Kusin | ||||
| /s/ Gail Mandel |
Director | April 30, 2021 | ||
| Gail Mandel | ||||
| /s/ Phyllis Newhouse |
Director | April 30, 2021 | ||
| Phyllis Newhouse | ||||
| /s/ Zane Rowe |
Director | April 30, 2021 | ||
| Zane Rowe | ||||
| /s/ Gregg Saretsky |
Director | April 30, 2021 | ||
| Gregg Saretsky | ||||
| /s/ John Scott |
Director | April 30, 2021 | ||
| John Scott | ||||
| /s/ Wendi Sturgis |
Director | April 30, 2021 | ||
| Wendi Sturgis | ||||
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Exhibit 5.1
WILMINGTON
RODNEY SQUARE
April 30, 2021
Sabre Corporation
3150 Sabre Drive
Southlake, TX 76092
Ladies and Gentlemen:
We have acted as Delaware counsel to Sabre Corporation, a Delaware corporation (“Sabre”), for the purpose of delivering this opinion letter in connection with that certain registration statement of Sabre on Form S-3 (excluding the documents incorporated by reference therein, the “Registration Statement”) filed on the date hereof pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering from time to time by Sabre or the selling stockholders to be named in a prospectus supplement to the prospectus included in the Registration Statement (the “Selling Stockholders”) of shares of the common stock, par value $0.01 per share, of Sabre (the “Securities”). The Securities being registered under the Registration Statement will have an indeterminate aggregate initial offering price and will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act. Reference in this letter to any document shall mean such document as in effect on the date hereof.
For purposes of this letter, our review of documents has been limited to the review of originals or copies furnished to us of the following documents:
| (a) | the Certificate of Incorporation of Sabre as filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on December 11, 2006, together with the Restated Certificate filed with the Secretary of State on March 27, 2007, the Certificate of Designation of Series A Preferred Stock filed with the Secretary of State on March 30, 2007, the Restated Certificate filed with the Secretary of State on April 27, 2007, the Certificate of Change of Registered Agent filed with the Secretary of State on April 14, 2009, the Certificate of Correction filed with the Secretary of State on February 10, 2010, the Certificate of Amendment filed with the Secretary of State on January 13, 2014, the Restated Certificate filed with the Secretary of State on April 16, 2014, the Certificate of Change of Registered Agent filed with the Secretary of State on December 7, 2015, the Certificate of Amendment filed with the Secretary of State on May 24, 2017, the Certificate of Amendment filed with the Secretary of State on May 23, 2018, the Restated |
Rodney Square ● 1000 North King Street ● Wilmington, DE 19801
P 302.571.6600 F 302.571.1253 YoungConaway.com
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Sabre Corporation
April 30, 2021
Page 2
| Certificate filed with the Secretary of State on April 23, 2019, and the Certificate of Designations of 6.50% Series A Mandatory Convertible Preferred Stock filed with the Secretary of State on August 24, 2020, all as certified by the Secretary of State on April 23, 2021; |
| (b) | the Bylaws of Sabre; |
| (c) | the Unanimous Written Consent of the Board of Directors of Sabre dated March 30, 2007, authorizing, inter alia, the issuance of 10 million shares of the common stock and 5 million shares of the Series A Cumulative Preferred Stock of Sabre; the Unanimous Written Consent of the Board of Directors of Sabre dated April 27, 2007, authorizing, inter alia, amendments to the Certificate of Incorporation of Sabre and a subdivision of each outstanding share of common stock and Series A Cumulative Preferred Stock of Sabre into 17.4007821093578 shares of same; the Unanimous Written Consent of the Board of Directors of Sabre dated June 11, 2007, approving, inter alia, the Management Equity Incentive Plan, the grant of options thereunder, and employment agreements with the officers specified in such written consent; the Unanimous Written Consent of the Board of Directors of Sabre dated June 9, 2010, authorizing, inter alia, the issuance of 2 million shares of the common stock of Sabre; the Unanimous Written Consent of the Board of Directors of Sabre dated September 14, 2012, authorizing, inter alia, the 2012 Management Equity Incentive Plan, Restricted Stock Unit Grant Agreement, and Stock Option Grant Agreement; the Unanimous Written Consent of the Board of Directors of Sabre dated November 1, 2012, authorizing, inter alia, a Restricted Stock Unit Grant Agreement with Carl Sparks; the Unanimous Written Consent of the Board of Directors of Sabre dated December 31, 2012, authorizing, inter alia, the Agreement and Plan of Reorganization and Merger pursuant to which each outstanding share of the Series A Cumulative Preferred Stock of TVL Common, Inc. was to be converted into 0.002234243 shares of the common stock of Sabre; resolutions adopted by the Board of Directors of Sabre on February 29–March 1, 2016, authorizing, inter alia, the 2016 Omnibus Incentive Compensation Plan subject to adoption thereof by the stockholders of Sabre; the Minutes of the Annual Meeting of Stockholders of Sabre on May 25, 2016, adopting, inter alia, the 2016 Omnibus Incentive Compensation Plan; resolutions duly adopted by the Board of Directors of Sabre on February 6, 2017, authorizing, inter alia, repurchases of shares of the common stock of Sabre at an aggregate purchase price not to exceed $500,000,000; resolutions duly adopted by the Executive Committee of the Board of Directors of Sabre on November 15, 2018, authorizing, inter alia, the sale of up to 23,386,376 shares of the common stock of Sabre by certain stockholders of Sabre; resolutions duly adopted by the Board of Directors of Sabre on February 21, 2019, authorizing, inter alia, the 2019 Omnibus Incentive Compensation Plan and the 2019 Director Equity Compensation Plan, subject to adoption thereof by the stockholders of Sabre; the Minutes of the Annual Meeting of Stockholders of Sabre on April 23, 2019, |
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Sabre Corporation
April 30, 2021
Page 3
| adopting, inter alia, the 2019 Omnibus Incentive Compensation Plan and the 2019 Director Equity Compensation Plan; resolutions duly adopted by the Board of Directors of Sabre on August 11, 2020, designating a pricing committee of the Board (the “Pricing Committee”) and authorizing, inter alia, the issuance of the common of Sabre, the designation of a new series of the preferred stock of Sabre, and the issuance of such preferred stock of Sabre, each on terms determined by the Pricing Committee; resolutions duly adopted by the Pricing Committee on August 19, 2020, authorizing, inter alia, the issuance of 41,071,429 shares of the common stock of Sabre and 3,450,000 the 6.50% Series A Mandatory Convertible Preferred Stock of Sabre; the Unanimous Written Consent of the Pricing Committee dated August 23, 2020, adopting, inter alia, the Certificate of Designations of the 6.50% Series A Mandatory Convertible Preferred Stock of Sabre; resolutions duly adopted by the Board of Directors of Sabre on March 3, 2021, authorizing, inter alia, the 2021 Omnibus Incentive Compensation Plan subject to adoption thereof by the stockholders of Sabre; and the Minutes of the Annual Meeting of Stockholders of Sabre on April 28, 2021, adopting, inter alia, the 2021 Omnibus Incentive Compensation Plan; |
| (d) | the stock ledger of Sabre; |
| (e) | a certificate, dated the date hereof, by the secretary of Sabre, relating to, inter alia, the foregoing documents; |
| (f) | the Registration Statement; and |
| (g) | a Certificate of Good Standing for Sabre, dated April 23, 2021, obtained from the Secretary of State. |
For purposes of this letter, we have not reviewed any documents other than the documents referenced in paragraphs (a) through (g) above. We have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with or contrary to the opinions in this letter. We have conducted no factual investigation of our own, and have relied solely upon the documents reviewed by us, the statements and information set forth in such documents, certain statements of governmental authorities and others, and the additional matters recited or assumed in this letter, all of which we assume to be true, complete, and accurate in all respects and none of which we have investigated or verified.
Based upon and subject to the foregoing and subject to the assumptions, exceptions, qualifications, and limitations in this letter, it is our opinion that:
1. The Securities offered by Sabre will be validly issued by Sabre and will be fully paid and non-assessable.
2. The Securities offered by the Selling Stockholders have been duly authorized by Sabre, and are validly issued, fully paid, and non-assessable.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Sabre Corporation
April 30, 2021
Page 4
The opinions in this letter are subject to the following assumptions, exceptions, qualifications, and limitations, in addition to those above:
A. The opinions in this letter are limited to the General Corporation Law of the State of Delaware, 8 Del. C. §§ 101–398. We have not considered, and express no opinion on the effect of, concerning matters involving, or otherwise with respect to any other laws of any jurisdiction (including, without limitation, federal laws of the United States of America), or rules, regulations, orders, or decisions relating thereto.
B. We have assumed that: (i) all signatures on all documents reviewed by us are genuine; (ii) all documents furnished to us as originals are authentic; (iii) all documents furnished to us as copies or specimens conform to the originals thereof; (iv) all documents furnished to us in final draft or final or execution form have not been terminated, rescinded, altered, or amended, are in full force and effect, and conform to the final, executed originals of such documents; and (v) each document reviewed by us constitutes the entire agreement among the parties thereto with respect to the subject matter thereof.
C. We have assumed that: (i) prior to any issuance of the Securities, Sabre will authorize such offering and issuance of the Securities; (ii) the Securities will be offered, issued, sold, and delivered in compliance with applicable law and any requirements therefor set forth in any corporate action authorizing the offering and issuance of the Securities and in the manner contemplated by the Registration Statement; (iii) the Securities will be offered, sold, and delivered to, and paid for by, the purchasers thereof at the price specified in, and in accordance with the terms of, an agreement or agreements duly authorized, executed, and delivered by the parties thereto, which price on a per-share basis shall not be less than the par value the Securities; and (iv) if the Securities are issued in certificated form, certificates representing such Securities will be duly registered, executed, delivered, and countersigned, and if the Securities are issued in book-entry form, the Securities will be duly registered.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Registration Statement and in any prospectus supplement related thereto. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder. The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.
Very truly yours,
/s/ Young Conaway Stargatt & Taylor, LLP
NMP/JJP/kal
Exhibit 5.2
WILMINGTON
RODNEY SQUARE
April 30, 2021
Sabre Corporation
3150 Sabre Drive
Southlake, TX 76092
Ladies and Gentlemen:
We have acted as Delaware counsel to Sabre Corporation, a Delaware corporation (“Sabre”), for the purpose of delivering this opinion letter in connection with that certain registration statement of Sabre on Form S-3 (excluding the documents incorporated by reference therein, the “Registration Statement”) filed on the date hereof pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the offering from time to time by Sabre of shares of preferred stock, par value $0.01 per share, of Sabre (the “Preferred Stock”). The Preferred Stock being registered under the Registration Statement will have an indeterminate aggregate initial offering price and will be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 under the Securities Act. Reference in this letter to any document shall mean such document as in effect on the date hereof.
For purposes of this letter, our review of documents has been limited to the review of originals or copies furnished to us of the following documents:
| (a) | the Certificate of Incorporation of Sabre as filed with the Secretary of State of the State of Delaware (the “Secretary of State”) on December 11, 2006, together with the Restated Certificate filed with the Secretary of State on March 27, 2007, the Certificate of Designation of Series A Preferred Stock filed with the Secretary of State on March 30, 2007, the Restated Certificate filed with the Secretary of State on April 27, 2007, the Certificate of Change of Registered Agent filed with the Secretary of State on April 14, 2009, the Certificate of Correction filed with the Secretary of State on February 10, 2010, the Certificate of Amendment filed with the Secretary of State on January 13, 2014, the Restated Certificate filed with the Secretary of State on April 16, 2014, the Certificate of Change of Registered Agent filed with the Secretary of State on December 7, 2015, the Certificate of Amendment filed with the Secretary of State on May 24, 2017, the Certificate of Amendment filed with the Secretary of State on May 23, 2018, the Restated Certificate filed with the Secretary of State on April 23, 2019, and the Certificate of Designations of 6.50% Series A Mandatory Convertible Preferred Stock filed with the Secretary of State on August 24, 2020, all as certified by the Secretary of State on April 23, 2021; |
Rodney Square ● 1000 North King Street ● Wilmington, DE 19801
P 302.571.6600 F 302.571.1253 YoungConaway.com
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Sabre Corporation
April 30, 2021
Page 2
| (b) | the Bylaws of Sabre; |
| (c) | the Unanimous Written Consent of the Board of Directors of Sabre dated March 30, 2007, authorizing, inter alia, the issuance of 10 million shares of the common stock and 5 million shares of the Series A Cumulative Preferred Stock of Sabre; the Unanimous Written Consent of the Board of Directors of Sabre dated April 27, 2007, authorizing, inter alia, amendments to the Certificate of Incorporation of Sabre and a subdivision of each outstanding share of common stock and Series A Cumulative Preferred Stock of Sabre into 17.4007821093578 shares of same; the Unanimous Written Consent of the Board of Directors of Sabre dated June 11, 2007, approving, inter alia, the Management Equity Incentive Plan, the grant of options thereunder, and employment agreements with the officers specified in such written consent; the Unanimous Written Consent of the Board of Directors of Sabre dated June 9, 2010, authorizing, inter alia, the issuance of 2 million shares of the common stock of Sabre; the Unanimous Written Consent of the Board of Directors of Sabre dated September 14, 2012, authorizing, inter alia, the 2012 Management Equity Incentive Plan, Restricted Stock Unit Grant Agreement, and Stock Option Grant Agreement; the Unanimous Written Consent of the Board of Directors of Sabre dated November 1, 2012, authorizing, inter alia, a Restricted Stock Unit Grant Agreement with Carl Sparks; the Unanimous Written Consent of the Board of Directors of Sabre dated December 31, 2012, authorizing, inter alia, the Agreement and Plan of Reorganization and Merger pursuant to which each outstanding share of the Series A Cumulative Preferred Stock of TVL Common, Inc. was to be converted into 0.002234243 shares of the common stock of Sabre; resolutions adopted by the Board of Directors of Sabre on February 29–March 1, 2016, authorizing, inter alia, the 2016 Omnibus Incentive Compensation Plan subject to adoption thereof by the stockholders of Sabre; the Minutes of the Annual Meeting of Stockholders of Sabre on May 25, 2016, adopting, inter alia, the 2016 Omnibus Incentive Compensation Plan; resolutions duly adopted by the Board of Directors of Sabre on February 6, 2017, authorizing, inter alia, repurchases of shares of the common stock of Sabre at an aggregate purchase price not to exceed $500,000,000; resolutions duly adopted by the Executive Committee of the Board of Directors of Sabre on November 15, 2018, authorizing, inter alia, the sale of up to 23,386,376 shares of the common stock of Sabre by certain stockholders of Sabre; resolutions duly adopted by the Board of Directors of Sabre on February 21, 2019, authorizing, inter alia, the 2019 Omnibus Incentive Compensation Plan and the 2019 Director Equity Compensation Plan, subject to adoption thereof by the stockholders of Sabre; the Minutes of the Annual Meeting of Stockholders of Sabre on April 23, 2019, adopting, inter alia, the 2019 Omnibus Incentive Compensation Plan and the 2019 Director Equity Compensation Plan; resolutions duly adopted by the Board of |
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Sabre Corporation
April 30, 2021
Page 3
| Directors of Sabre on August 11, 2020, designating a pricing committee of the Board (the “Pricing Committee”) and authorizing, inter alia, the issuance of the common of Sabre, the designation of a new series of the preferred stock of Sabre, and the issuance of such preferred stock of Sabre, each on terms determined by the Pricing Committee; resolutions duly adopted by the Pricing Committee on August 19, 2020, authorizing, inter alia, the issuance of 41,071,429 shares of the common stock of Sabre and 3,450,000 the 6.50% Series A Mandatory Convertible Preferred Stock of Sabre; the Unanimous Written Consent of the Pricing Committee dated August 23, 2020, adopting, inter alia, the Certificate of Designations of the 6.50% Series A Mandatory Convertible Preferred Stock of Sabre; resolutions duly adopted by the Board of Directors of Sabre on March 3, 2021, authorizing, inter alia, the 2021 Omnibus Incentive Compensation Plan subject to adoption thereof by the stockholders of Sabre; and the Minutes of the Annual Meeting of Stockholders of Sabre on April 28, 2021, adopting, inter alia, the 2021 Omnibus Incentive Compensation Plan; |
| (d) | the stock ledger of Sabre; |
| (e) | a certificate, dated the date hereof, by the secretary of Sabre, relating to, inter alia, the foregoing documents; |
| (f) | the Registration Statement; and |
| (g) | a Certificate of Good Standing for Sabre, dated April 23, 2021, obtained from the Secretary of State. |
For purposes of this letter, we have not reviewed any documents other than the documents referenced in paragraphs (a) through (g) above. We have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with or contrary to the opinion in this letter. We have conducted no factual investigation of our own, and have relied solely upon the documents reviewed by us, the statements and information set forth in such documents, certain statements of governmental authorities and others, and the additional matters recited or assumed in this letter, all of which we assume to be true, complete, and accurate in all respects and none of which we have investigated or verified.
Based upon and subject to the foregoing and subject to the assumptions, exceptions, qualifications, and limitations in this letter, it is our opinion that the Preferred Stock offered by Sabre will be validly issued by Sabre and will be fully paid and non-assessable.
The opinion in this letter is subject to the following assumptions, exceptions, qualifications, and limitations, in addition to those above:
A. The opinion in this letter is limited to the General Corporation Law of the State of Delaware, 8 Del. C. §§ 101–398. We have not considered, and express no opinion on the effect of, concerning matters involving, or otherwise with respect to any other laws of any jurisdiction (including, without limitation, federal laws of the United States of America), or rules, regulations, orders, or decisions relating thereto.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Sabre Corporation
April 30, 2021
Page 4
B. We have assumed that: (i) all signatures on all documents reviewed by us are genuine; (ii) all documents furnished to us as originals are authentic; (iii) all documents furnished to us as copies or specimens conform to the originals thereof; (iv) all documents furnished to us in final draft or final or execution form have not been terminated, rescinded, altered, or amended, are in full force and effect, and conform to the final, executed originals of such documents; and (v) each document reviewed by us constitutes the entire agreement among the parties thereto with respect to the subject matter thereof.
C. We have assumed that: (i) prior to any issuance of the Preferred Stock, the designation of and the number of shares in the series of the Preferred Stock to be issued, the powers, preferences, and rights thereof, and any qualifications, limitations, or restrictions thereof, will be set forth in a certificate of designations duly adopted and filed by Sabre, which certificate of designations (or the terms thereof, if incorporated in a restatement of the certificate of incorporation of Sabre) will be consistent with the Registration Statement and will be in effect at the time of such issuance; (ii) prior to any issuance of the Preferred Stock, Sabre will authorize such offering and issuance of the Preferred Stock; (iii) the Preferred Stock will be offered, issued, sold, and delivered in compliance with applicable law and any requirements therefor set forth in any corporate action authorizing the offering and issuance of the Preferred Stock and in the manner contemplated by the Registration Statement; (iv) the Preferred Stock will be offered, sold, and delivered to, and paid for by, the purchasers thereof at the price specified in, and in accordance with the terms of, an agreement or agreements duly authorized, executed, and delivered by the parties thereto, which price on a per-share basis shall not be less than the par value the Preferred Stock; and (v) if the Preferred Stock is issued in certificated form, certificates representing such Preferred Stock will be duly registered, executed, delivered, and countersigned, and if the Preferred Stock is issued in book-entry form, the Preferred Stock will be duly registered.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Registration Statement and in any prospectus supplement related thereto. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder. The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.
Very truly yours,
/s/ Young Conaway Stargatt & Taylor, LLP
NMP/JJP/kal
Exhibit 23.3
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3 dated April 30, 2021) and related Prospectus of Sabre Corporation for the registration of shares of its common stock and preferred stock and to the incorporation by reference therein of our reports dated February 25, 2021, with respect to the consolidated financial statements and related schedule of Sabre Corporation, and the effectiveness of internal control over financial reporting of Sabre Corporation, included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.
| /s/ Ernst & Young LLP |
| Dallas, Texas |
| April 30, 2021 |