8-K

Sabre Corporation

Date: May 19, 2025

/s/ Rochelle Boas

Rochelle Boas

Executive Vice President and Chief Legal Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2025

SABRE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-36422

20-8647322

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)


3150 Sabre Drive
Southlake, TX		76092
(Address of principal executive offices)		(Zip Code)

(682) 605-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, $.01 par value

SABR

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

Pro Forma Consolidated Financial Statement

As previously disclosed, on April 27, 2025, Sabre GLBL Inc. (“Sabre GLBL”), a Delaware corporation and a wholly owned subsidiary of Sabre Corporation, a Delaware corporation (“Sabre,” the “Company,” “we,” “us,” or “our”), Sabre HS Inc., a Delaware corporation, and Whitney Merger Sub, Inc., a Delaware corporation (“Buyer”), entered into a Stock Purchase Agreement (the “Purchase Agreement”), whereby, subject to the conditions and terms set forth therein, Sabre will sell its hospitality solutions business (the “Business”) to Buyer for an aggregate cash purchase price amount of approximately $1,100,000,000, subject to customary purchase price adjustments (the “Disposition”).

In connection with the Disposition, the unaudited pro forma consolidated balance sheet of Sabre reflecting the disposition of the Business as of March 31, 2025 and the unaudited pro forma consolidated statement of operations for the years ended December 31, 2024, 2023 and 2022 and the three months ended March 31, 2025, and the notes related thereto (the “Unaudited Pro Forma Information”) are attached hereto as Exhibit 99.1 and incorporated herein by reference.

Secured Notes Offering

On May 19, 2025, we issued a press release announcing the commencement of an offering (the “Offering”) by Sabre GLBL of $975,000,000 aggregate principal amount of senior secured notes due 2030 (the “Secured Notes”). A copy of the press release announcing the offering is attached as Exhibit 99.2 to this Form 8-K and incorporated by reference herein. The precise timing, size and terms of the offering are subject to market conditions and other factors.

The Secured Notes and the related note guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. The Secured Notes and the related note guarantees may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.

The Offering is being made solely pursuant to a confidential offering memorandum that is being furnished to qualified prospective investors.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the Secured Notes. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Unaudited Pro Forma Information included in this Form 8-K is presented for informational purposes only and is not intended to represent what our actual results of operations or financial condition would have been had the Disposition occurred on the indicated dates, nor is it necessarily indicative of our future results of operations or financial position. The Unaudited Pro Forma Information is based on certain assumptions and estimates and is subject to change. Further, the Unaudited Pro Forma Information included in this Form 8-K does not reflect all actions that we may undertake following the closing of the Disposition.

Forward-Looking Statements

Statements made in this Current Report on Form 8-K that are not descriptions of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on management’s current expectations and assumptions and are subject to risks and uncertainties. Any statements that are not historical or current facts are forward-looking statements, including those related to the potential terms of the Secured Notes, the timing and completion of the Offering and the use of related proceeds, and statements regarding our expectations associated with the Disposition pursuant to the Purchase Agreement, and completion of, the benefits, synergies, efficiencies, and opportunities arising from, the anticipated costs of, and the timing of the Disposition. In many cases, you can identify forward-looking statements by terms such as “expect,” “guidance,” “outlook,” “trend,” “pro forma,” “on course,” “on track,” “target,” “potential,” “benefit,” “goal,” “believe,” “plan,” “confident,” “anticipate,” “indicate,” “trend,” “position,” “optimistic,” “will,” “forecast,” “continue,” “strategy,” “estimate,” “project,” “may,” “should,” “would,” “intend,” or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements and there can be no assurance that the Offering of the Secured Notes will be consummated on the terms described herein or at all. 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 Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 20, 2025, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 7, 2025, and in our other filings with the SEC. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, outlook, guidance, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. Unless required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits


99.1		Unaudited pro forma consolidated balance sheet of Sabre Corporation as of March 31, 2025 and statement of operations for the years ended December 31, 2024, 2023 and 2022 and the three months ended March 31, 2025.

99.2		Press Release dated May 19, 2025.

104		Cover Page Interactive Data File-formatted as Inline XBRL.

SIGNATURE

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.

Exhibit 99.1

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

On April 27, 2025, Sabre Corporation (“Sabre”, the “Company”, “our” or “we”) entered into a definitive purchase agreement with TPG (the “Buyer”) pursuant to which the Buyer has agreed to purchase our Hospitality Solutions business (the “Transaction”). The Hospitality Solutions sale is expected to close by the end of the third quarter of 2025, subject to customary closing conditions and regulatory approvals. Following closing of the Transaction, we expect to use the net proceeds (net of estimated taxes, fees and customary closing working capital adjustments) to repay a portion of our outstanding indebtedness.

We will report the results of the Hospitality Solutions segment as a discontinued operation for the current and historical periods in our consolidated financial statements beginning in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025.

The following unaudited pro forma consolidated financial information is presented to provide an understanding of our historical financial results of operations and financial position as adjusted to reflect the disposition of Hospitality Solutions. These unaudited pro forma consolidated financial statements are presented for informational purposes only and are not intended to represent what our actual results of operations or financial condition would have been had the Transaction occurred on the indicated dates, nor are they necessarily indicative of our future results of operations or financial position. Further, the unaudited pro forma consolidated financial statements do not reflect all actions that we may undertake following the closing of the Transaction.

The Unaudited Pro Forma Consolidated Balance Sheet as of March 31, 2025, reflects our financial position as if the Transaction had occurred on March 31, 2025. The adjustments in the “Transaction Accounting Adjustments” column in the Unaudited Pro Forma Consolidated Balance Sheet give effect to the Transaction as if it had occurred as of March 31, 2025. The Unaudited Pro Forma Consolidated Statements of Operations for the three months ended March 31, 2025 and for each of the years ended December 31, 2024, December 31, 2023 and December 31, 2022 give effect to the Transaction as if it had occurred or become effective on January 1, 2022, the beginning of the earliest period presented, in that they reflect the reclassification of the Hospitality Solutions segment as discontinued operations for all periods presented. The adjustments in the “Transaction Accounting Adjustments” column in the Unaudited Pro Forma Consolidated Statements of Operations for the three months ended March 31, 2025 and for the year ended December 31, 2024 give effect to the Transaction as if it had occurred on January 1, 2024.

The unaudited pro forma consolidated financial information has been derived from, and should be read in conjunction with, our audited historical financial statements included in the Quarterly Report on Form 10-Q for the three months ended March 31, 2025 and Annual Reports on Form 10-K for the three years ended December 31, 2024.

The Unaudited Pro Forma Consolidated Financial Statements and the Transaction Accounting Adjustments are based on currently available information, estimates and assumptions that we believe are reasonable to reflect the impact of the Transaction on our historical financial information based on information available at this time. The adjustments included within “Discontinued Operations” column of the Unaudited Pro forma Condensed Financial Statements are preliminary estimates on a discontinued operations basis and could change as we finalize discontinued operations accounting to be reported in our annual report on Form 10-K for the year ended December 31, 2025. In addition, the Unaudited Pro Forma Consolidated Financial Statements do not reflect the realization of any expected cost savings, synergies or dis-synergies as a result of the Transaction. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. These Unaudited Pro Forma Consolidated Financial Statements have been prepared to comply with the requirements of Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes.

Sabre Corporation

Unaudited Pro Forma Consolidated Balance Sheet

(In thousands)


	As of March 31, 2025
	Historical (as reported)			Less: Discontinued Operations Adjustments (note a)			Add: Transaction Accounting Adjustments				Pro Forma
Assets
Current assets
Cash and cash equivalents	$	651,144		$	14,379		$	227,628		c	$	864,393
Restricted cash		21,024			—			—				21,024
Accounts receivable, net		397,078			57,276			—				339,802
Prepaid expenses and other current assets		154,765			2,848			—				151,917

Total current assets		1,224,011			74,503			227,628				1,377,136
Property and equipment, net of accumulated depreciation		251,089			14,658			—				236,431
Equity method investments		22,545			—			—				22,545
Goodwill		2,550,407			169,371			—				2,381,036
Acquired customer relationships, net of accumulated amortization		186,905			13,599			—				173,306
Other intangible assets, net of accumulated amortization		142,518			7,940			—				134,578
Deferred income taxes		6,139			945			—				5,194
Other assets, net		294,711			28,601			—				266,110

Total assets	$	4,678,325		$	309,617		$	227,628			$	4,596,336

Liabilities and stockholders’ deficit
Current liabilities
Accounts Payable	$	258,831		$	19,765		$	—			$	239,066
Accrued compensation and related benefits		62,225			4,104			—				58,121
Accrued subscriber incentives		277,902			—			—				277,902
Deferred revenues		72,369			17,417			—				54,952
Other accrued liabilities		212,922			8,743			77,000		d		281,179
Current portion of debt		232,907			—			—				232,907

Total current Liabilities		1,117,156			50,029			77,000				1,144,127
Deferred income taxes		22,069			2,016			—				20,053
Other noncurrent liabilities		200,954			8,677			—				192,277
Long-term debt		4,884,699			—			(809,042	)	c		4,075,657
Commitments and contingencies
Redeemable noncontrolling interests		12,465			—			—				12,465
Stockholders’ deficit
Common Stock: $0.01 par value; 1,000,000 authorized shares; 417,219 shares issued and 387,662 shares outstanding at March 31, 2025		4,172			—			—				4,172
Additional paid-in capital		3,318,127			—			—				3,318,127
Treasury Stock, at cost, 29,557 shares at March 31, 2025		(529,233	)		—			—				(529,233	)
Accumulated deficit		(4,291,817	)		244,148	e		959,670		c, e		(3,576,295	)
Accumulated other comprehensive loss		(75,318	)		4,748	b, e		—				(80,066	)
Noncontrolling interest		15,051			—			—				15,051

Total stockholders’ deficit		(1,559,018	)		248,895			959,670				(848,244	)

Total Liabilities and stockholders’ deficit	$	4,678,325		$	309,617		$	227,628			$	4,596,336

See accompanying notes to Unaudited Pro Forma Consolidated Financial Statements.

Sabre Corporation

Unaudited Pro Forma Consolidated Statements of Operations

(In thousands, except per share amounts)


	Three Months Ended March 31, 2025
	Sabre Consolidated Historical			Discontinued Operations Adjustments (note a)				Transaction Accounting Adjustments				Sabre Consolidated Pro Forma
Revenues	$	776,617		$	74,491			$	—			$	702,126
Cost of revenue, excluding technology costs		333,710			28,239				—				305,471
Technology costs		196,227			20,920				—				175,307
Selling, general and administrative		143,282			12,216				—				131,066

Operating income		103,398			13,116				—				90,282
Other expense
Interest expense, net		(129,353	)		—				18,560		f		(110,793	)
Equity method income (loss)		665			—				—				665
Other, net		3,776			(1,058	)			—		h		4,834

Total other expense, net		(124,912	)		(1,058	)			18,560				(105,294	)
Loss from continuing operations before income taxes		(21,514	)		12,058				18,560				(15,012	)
Benefit for income taxes		(57,062	)		(473	)	i		(974	)	i		(57,563	)

Income from continuing operations		35,548			12,531				19,534				42,551

Net income		35,548			12,531				19,534				42,551
Net income attributable to noncontrolling interest		213			—				—				213

Net income attributable to common shareholders	$	35,335		$	12,531			$	19,534			$	42,338

Basic net income per share attributable to common stockholders:
Net income per common share	$	0.09										$	0.11
Diluted net income per share attributable to common stockholders:
Net income per common share	$	0.09										$	0.10
Weighted-average common shares outstanding:
Basic		386,271											386,271
Diluted		455,260											455,260

See accompanying notes to Unaudited Pro Forma Consolidated Financial Statements.

Sabre Corporation

Unaudited Pro Forma Consolidated Statements of Operations

(In thousands, except per share amounts)


	Year Ended December 31, 2024
	Sabre Consolidated Historical			Discontinued Operations Adjustments (note a)				Transaction Accounting Adjustments				Sabre Consolidated Pro Forma
Revenues	$	3,029,565		$	284,721			$	—			$	2,744,844
Cost of revenue, excluding technology costs		1,254,739			108,464				—				1,146,275
Technology costs		865,998			85,249				—				780,749
Selling, general and administrative		622,670			46,698				—				575,972

Operating income		286,158			44,310				—				241,848
Other expense
Interest expense, net		(509,643	)		—				83,325		f		(426,318	)
Loss on extinguishment of debt		(37,994	)		—				(18,912	)	g		(56,906	)
Equity method income (loss)		2,606			—				—				2,606
Other, net		(21,587	)		936				—		h		(22,523	)

Total other expense, net		(566,618	)		936				64,413				(503,141	)
Loss from continuing operations before income taxes		(280,460	)		45,246				64,413				(261,293	)
Benefit for income taxes		(1,777	)		(1,914	)	i		(736	)	i		(599	)

Loss from continuing operations		(278,683	)		47,160				65,149				(260,694	)

Net loss		(278,683	)		47,160				65,149				(260,694	)
Net income attributable to noncontrolling interest		76			—				—				76

Net loss attributable to common shareholders	$	(278,759	)	$	47,160			$	65,149			$	(260,770	)

Basic net loss per share attributable to common stockholders:
Net loss per common share	$	(0.73	)									$	(0.68	)
Diluted net loss per share attributable to common stockholders:
Net loss per common share	$	(0.73	)									$	(0.68	)
Weighted-average common shares outstanding:
Basic		383,733											383,733
Diluted		383,733											383,733

See accompanying notes to Unaudited Pro Forma Consolidated Financial Statements.

Sabre Corporation

Unaudited Pro Forma Consolidated Statements of Operations

(In thousands, except per share amounts)


	Year Ended December 31, 2023
	Sabre Consolidated Historical			Discontinued Operations Adjustments (note a)				Sabre Consolidated Pro Forma
Revenues	$	2,907,738		$	265,661			$	2,642,077
Cost of revenue, excluding technology costs		1,189,606			113,365				1,076,241
Technology costs		1,036,596			85,871				950,725
Selling, general and administrative		634,393			51,506				582,887

Operating income		47,143			14,919				32,224
Other expense
Interest expense, net		(447,878	)		—				(447,878	)
Loss on extinguishment of debt		(108,577	)		—				(108,577	)
Equity method income (loss)		2,042			—				2,042
Other, net		13,751			(826	)			14,577

Total other expense, net		(540,662	)		(826	)			(539,836	)
Loss from continuing operations before income taxes		(493,519	)		14,093				(507,612	)
Provision for income taxes		34,729			145		i		34,584

Loss from continuing operations		(528,248	)		13,948				(542,196	)
Income from discontinued operations, net of tax		308			—				308

Net loss		(527,940	)		13,948				(541,888	)
Net loss attributable to noncontrolling interest		(332	)		—				(332	)

Net loss attributable to Sabre Corporation		(527,608	)		13,948				(541,556	)
Preferred stock dividends		14,257			—				14,257

Net loss attributable to common shareholders	$	(541,865	)	$	13,948			$	(555,813	)

Basic net loss per share attributable to common stockholders:
Net loss per common share	$	(1.56	)					$	(1.60	)
Diluted net loss per share attributable to common stockholders:
Net loss per common share	$	(1.56	)					$	(1.60	)
Weighted-average common shares outstanding:
Basic		346,567							346,567
Diluted		346,567							346,567

See accompanying notes to Unaudited Pro Forma Consolidated Financial Statements.

Sabre Corporation

Unaudited Pro Forma Consolidated Statements of Operations

(In thousands, except per share amounts)


	Year Ended December 31, 2022
	Sabre Consolidated Historical			Discontinued Operations Adjustments (note a)				Sabre Consolidated Pro Forma
Revenues	$	2,537,015		$	225,740			$	2,311,275
Cost of revenue, excluding technology costs		1,040,819			101,803				939,016
Technology costs		1,096,097			93,994				1,002,103
Selling, general and administrative		661,159			51,470				609,689

Operating loss		(261,060	)		(21,527	)			(239,533	)
Other expense
Interest expense, net		(295,231	)		—				(295,231	)
Loss on extinguishment of debt		(4,473	)		—				(4,473	)
Equity method income (loss)		686			—				686
Other, net		136,645			725				135,920

Total other expense, net		(162,373	)		725				(163,098	)
Loss from continuing operations before income taxes		(423,433	)		(20,801	)			(402,631	)
Provision for income taxes		8,666			(6,988	)	i		15,654

Loss from continuing operations		(432,099	)		(13,813	)			(418,285	)
Loss from discontinued operations, net of tax		(679	)		—				(679	)

Net loss		(432,778	)		(13,813	)			(418,964	)
Net income attributable to noncontrolling interest		2,670			—				2,670

Net loss attributable to Sabre Corporation		(435,448	)		(13,813	)			(421,634	)
Preferred stock dividends		21,385			—				21,385

Net loss attributable to common shareholders	$	(456,833	)	$	(13,813	)		$	(443,019	)

Basic net loss per share attributable to common stockholders:
Net loss per common share	$	(1.40	)					$	(1.36	)
Diluted net loss per share attributable to common stockholders:
Net loss per common share	$	(1.40	)					$	(1.36	)
Weighted-average common shares outstanding:
Basic		326,742							326,742
Diluted		326,742							326,742

See accompanying notes to Unaudited Pro Forma Consolidated Financial Statements.

Notes to Unaudited Pro Forma Consolidated Financial Statements

The Unaudited Pro forma Consolidated Balance Sheet and Unaudited Pro forma Consolidated Statements of Operations include the following adjustments:

Hospitality Solutions Discontinued Operations Adjustments:

(a)

Represents the discontinued operations of Hospitality Solutions business including associated assets, liabilities, results of operations, eliminations and non-recurring costs associated with the Transaction, which will be accounted for as a discontinued operation within our Quarterly Report on Form 10-Q for the six months ended June 30, 2025.

(b)	Represents the release of accumulated other comprehensive income for historical foreign currency translation associated with Hospitality Solutions.

Transaction Accounting Adjustments

(c)	Represents the estimated closing consideration to be received from Buyer upon close of the sale of approximately $1,084 million in connection with the Transaction as consideration for the Hospitality Business, utilized for:

Repayment of outstanding long-term indebtedness of $823 million. The adjustment of $809 million to long-term debt is net of $14 million related to unamortized deferred financing fees as of March 31, 2025; and

ii.

Payment of estimated transaction expenses due at the time of close of $33 million.

No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the purchase agreement.

(d)	The transaction is structured as a stock sale for income tax purposes. The gain on the sale will result in an estimated $77 million of income tax expense, which has been classified as a current liability.

(e)	Represents the estimated gain on the sale of Hospitality Solutions had the Transaction closed on March 31, 2025. This amount is subject to finalization.

The estimated pre-tax gain of $802 million is calculated as follows:


Estimated closing consideration	$	1,084 million
Less: historical net carrying value of Hospitality Solutions		249 million
Less: estimated transaction costs		33 million

Pre-tax gain on sale	$	802 million

Stockholders’ equity is inclusive of the estimated tax impact of the Transaction described in (d) above and the impact of the write-off of unamortized deferred financing fees as described in (c) above, which is not included in the pre-tax gain calculation herein.

(f)

Reflects the estimated reduced interest expense as a result of the payments made with the estimated cash proceeds received in connection with the Transaction to reduce outstanding indebtedness. This amount is based on the historical interest expense associated with the borrowings to be repaid in connection with the Transaction.

(g)	Reflects a loss on extinguishment of debt related to the write-off of unamortized deferred financing fees, as a result of the debt repayments.

(h)

In connection with the Transaction, we expect to enter into a Transition Services Agreement (the “TSA”), pursuant to which we will provide certain transitional services and support to the Buyer for a transitional period of up to 18 months after the closing of the sale. Details of the TSA are still being negotiated and the income related to the TSA cannot be reasonably estimated, thus the income for providing transitional services is not presented in the Unaudited Pro Forma Consolidated Statements of Operations.

(i)	Reflects the tax effects of the Transaction to pre-tax book income at the applicable statutory income tax rates in the respective jurisdictions.