Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on August 19, 2021, Sabre Corporation, ("Sabre," "we,"
"us," or "our") established an at the market equity distribution program (the
"ATM Program") by entering into a sales agreement (the "Sales Agreement") with
BofA Securities, Inc., Citigroup Global Markets Inc., and Mizuho Securities USA
LLC, each acting as a sales agent for Sabre (each, a "Sales Agent" and,
collectively, the "Sales Agents"), pursuant to which Sabre may issue and sell,
from time to time, shares ("Shares") of its common stock, par value $0.01 per
share, in "at the market" offerings having an aggregate gross sales price of up
to $300,000,000.
On December 1, 2021, Sabre delivered written notice to the Sales Agents to
terminate the Sales Agreement, effective as of December 6, 2021, pursuant to
Section 8(a) thereof. Sabre is not subject to any termination penalties related
to the termination of the Sales Agreement. Prior to termination, none of the
Shares had been sold. As a result of the termination of the Sales Agreement,
Sabre will not offer or sell any Shares under the ATM Program.
A copy of the Sales Agreement was filed as Exhibit 1.1 to the Current Report on
Form 8-K, filed on August 19, 2021. The description of the Sales Agreement
contained in this Current Report on Form 8-K does not purport to be complete and
is qualified in its entirety by reference to the copy of the Sales Agreement
filed as Exhibit 1.1 to the Current Report on Form 8-K, filed on August 19,
2021.
Item 7.01. Regulation FD Disclosure.
On December 1, 2021, Sabre provided the following key volume metrics update:
Global travel trends continue to be reflective of COVID-19 case counts,
cumulative and daily vaccination rates and regional travel restrictions.
In October and November 2021, we saw continued monthly improvement in corporate
travel bookings, which typically represent higher revenue and margin bookings.
In the fourth quarter of 2021, notwithstanding the recent discovery of the
Omicron variant of COVID-19, we expect a continued sequential improvement in our
average booking fee and Free Cash Flow from the third quarter of 2021.
In November 2021 (through November 28, 2021), versus the same period in 2019:
• Our gross air bookings were down approximately 51%,
• Net air bookings were down approximately 51%,
• Passengers boarded were down approximately 29% and
• Gross hotel central reservation system transactions were down
approximately 12%.
The decline in our key volume metrics versus 2019 levels is summarized in the
chart below.
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1 7-Day moving average; calendar shifted; CRS transactions are community model
only; data through November 28, 2021.
Forward-looking statements
Certain statements herein are forward-looking statements about trends, future
events, uncertainties and our plans and expectations of what may happen in the
future. Any statements that are not historical or current facts are
forward-looking statements. In many cases, you can identify forward-looking
statements by terms such as "expect," "future," "believe," "plan," "guidance,"
"outlook," "anticipate," "will," "forecast," "continue," "strategy," "estimate,"
"project," "may," "should," "would," "intend," "potential" or the negative of
these terms or other comparable terminology. Forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause Sabre's
actual results, performance or achievements to be materially different from any
future results, performances or achievements expressed or implied by the
forward-looking statements. The potential risks and uncertainties include, among
others, the severity, extent and duration of the global COVID-19 pandemic,
including any variants, and its impact on our business and results of
operations, financial condition and credit ratings, as well as on the travel
industry and consumer spending more broadly, the actions taken to contain the
disease or treat its impact, including travel restrictions, the effectiveness
and rate of vaccinations, the effect of remote working arrangements on our
operations and the speed and extent of the recovery across the broader travel
ecosystem, dependency on transaction volumes in the global travel industry,
particularly air travel transaction volumes, including the impact of changes in
these transaction volumes from airlines' insolvency, suspension of service or
aircraft groundings, the effect of cost savings initiatives, the timing,
implementation and effects of the technology investment and other strategic
initiatives, the completion and effects of travel platforms, travel suppliers'
usage of alternative distribution models, exposure to pricing pressure in the
Travel Solutions business, changes affecting travel supplier customers,
maintenance of the integrity of our systems and infrastructure and the effect of
any security breaches, failure to adapt to technological advancements,
competition in the travel distribution market and solutions markets,
implementation of software solutions, reliance on third parties to provide
information technology services and the effects of these services, the
execution, implementation and effects of new, amended or renewed agreements and
strategic partnerships, including anticipated savings, dependence on
establishing, maintaining and renewing contracts with customers and other
counterparties and collecting amounts due to us under these agreements,
dependence on relationships with travel buyers, our collection, processing,
storage, use and transmission of personal data and risks associated with PCI
compliance, our ability to recruit, train and retain employees, including our
key executive officers and technical employees, the financial and business
results and effects of acquisitions and divestitures, the effects of any
litigation and regulatory reviews and investigations, adverse global and
regional economic and political conditions, including, but not limited to,
economic conditions in countries or regions with traditionally high levels of
exports to China or that have commodities-based economies
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and the effect of "Brexit", risks arising from global operations, reliance on
the value of our brands, failure to comply with regulations, use of third-party
distributor partners, the effects of the implementation of new accounting
standards, and tax-related matters. More information about potential risks and
uncertainties that could affect our business and results of operations is
included in the "Risk Factors" and "Forward-Looking Statements" sections in our
Quarterly Report on Form 10-Q filed with the SEC on November 2, 2021, in our
Annual Report on Form 10-K filed with the SEC on February 25, 2021 and in our
other filings with the SEC. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future
events, outlook, guidance, results, actions, levels of activity, performance or
achievements. Readers are cautioned not to place undue reliance on these
forward-looking statements. Unless required by law, we undertake no obligation
to publicly update or revise any forward-looking statements to reflect
circumstances or events after the date they are made.
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