As filed with the Securities and Exchange Commission on August 18, 2020
Registration No. 333-224616
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO.1 TO
Form S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SABRE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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7370
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20-8647322
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial Classification Code Number)
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(I.R.S. Employer
Identification No.)
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3150 Sabre Drive
Southlake, TX 76092
Telephone: (682) 605-1000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Aimee Williams-Ramey, Esq.
Senior Vice President and Acting General Counsel
Sabre Corporation
3150
Sabre Drive
Southlake, TX 76092
Telephone: (682) 605-1000
Telecopy: (682) 605-7820
(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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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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
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Amount to be
registered/Proposed
maximum offering
price per unit/
Proposed maximum
aggregate
offering
price(1)
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Amount of
registration fee(2)
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Common Stock, $0.01 par value per share
Preferred Stock, $0.01 par value per share
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(1)
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An indeterminate aggregate initial offering price and number or amount of the securities is being registered as
may periodically be offered at indeterminate prices.
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(2)
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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.
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