On August 18, 2020, Sabre Corporation (“Sabre,” the “Company,” “we,” “us,” or “our”) issued a press release announcing the commencement of proposed offerings of (1) $250,000,000 of mandatory convertible preferred stock (or $287,500,000 if the underwriters fully exercise their overallotment option to purchase additional shares) (the “Preferred Stock”) and (2) $250,000,000 of common stock (or $287,500,000 if the underwriters fully exercise their option to purchase additional shares) (the “Common Stock”). A copy of the press release announcing the offerings is attached as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.
The precise timing, size and terms of the offerings are subject to market conditions and other factors. The completion of the Preferred Stock offering is not contingent on the consummation of the Common Stock offering, and the completion of the Common Stock offering is not contingent on the consummation of the Preferred Stock offering.
A preliminary prospectus supplement for each offering is being separately filed in respect of each offering. Certain disclosures that are included in those preliminary prospectus supplements are attached as Exhibit 99.2 to this Form 8-K and incorporated by reference herein.
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 “believe,” “could,” “likely,” “expect,” “plan,” “commit,” “guidance,” “outlook,” “anticipate,” “will,” “incremental,” “preliminary,” “forecast,” “continue,” “strategy,” “confidence,” “momentum,” “estimate,” “objective,” “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 the Company’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. 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 Reports on Form 10-Q filed with the SEC on August 10, 2020 and May 8, 2020, and our Annual Report on Form 10-K filed with the SEC on February 26, 2020 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, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.