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SABRE CORPORATION (Exact Name of Registrant As Specified in Its Charter)

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SABRE CORPORATION (Exact Name of Registrant As Specified in Its Charter) 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): April 23, 2014 SABRE CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-36422 20-8647322 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) 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)) Item 1.01 Entry into a Material Definitive Agreement On April 23, 2014, in connection with the closing of the initial public offering (the “Offering”) by Sabre Corporation (the “Company”) of its common stock, the Amended and Restated Registration Rights Agreement, dated as of April 23, 2014 (the “Registration Rights Agreement”), was entered into by and among the Company, TPG Partners IV, L.P., TPG Partners V, L.P., TPG FOF V-A, L.P., TPG FOF V-B, L.P., Silver Lake Partners II, L.P., Silver Lake Technology Investors II, L.P. and Sovereign Co-Invest, LLC (collectively, the “Sponsors”) substantially in the form previously filed as Exhibit 4.8 to the Company’s Registration Statement on Form S-1 (File No. 333-193438), as amended (the “Registration Statement”). Additionally, in connection with closing of the Offering, the Income Tax Receivable Agreement, dated as of April 23, 2014 (“Tax Receivable Agreement”), was entered into between the Company and Sovereign Manager Co-Invest, LLC, as representative of the Existing Stockholders (as defined in the Tax Receivable Agreement) substantially in the form previously filed as Exhibit 10.44 to the Company’s Registration Statement. Finally, in connection with closing of the Offering, the Amended and Restated Stockholders’ Agreement, dated as of April 23, 2014 (the “Stockholders’ Agreement”), was entered into by and among the Company and the Sponsors substantially in the form previously filed as Exhibit 10.45 to the Company’s Registration Statement. Copies of the Registration Rights Agreement, Tax Receivable Agreement and Stockholders’ Agreement are filed as Exhibits 4.1, 10.1 and 10.2, respectively, herewith and incorporated by reference herein. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 4.1 Amended and Restated Registration Rights Agreement by and among Sabre Corporation and certain stockholders. 10.1 Income Tax Receivable Agreement. 10.2 Amended and Restated Stockholders’ Agreement by and among Sabre Corporation and the stockholders party thereto. SIGNATURES 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. Sabre Corporation Dated: April 23, 2014 By: /s/ Richard A. Simonson Name: Richard A. Simonson Title: Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description 4.1 Amended and Restated Registration Rights Agreement by and among Sabre Corporation and certain stockholders. 10.1 Income Tax Receivable Agreement. 10.2 Amended and Restated Stockholders’ Agreement by and among Sabre Corporation and the stockholders party thereto. Exhibit 4.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG SABRE CORPORATION, TPG PARTNERS IV, L.P., TPG PARTNERS V, L.P., TPG FOF V-A, L.P., TPG FOF V-B, L.P., SILVER LAKE PARTNERS II, L.P., SILVER LAKE TECHNOLOGY INVESTORS II, L.P. AND SOVEREIGN CO-INVEST, LLC DATED AS OF APRIL 23, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01. Defined Terms 1 Section 1.02. Other Interpretive Provisions 6 ARTICLE II REGISTRATION RIGHTS Section 2.01. Demand Registration 6 Section 2.02. Shelf Registration 9 Section 2.03. Piggyback Registration 12 Section 2.04. Black-out Periods 13 Section 2.05. Registration Procedures 14 Section 2.06. Underwritten Offerings 19 Section 2.07. No Inconsistent Agreements; Additional Rights 21 Section 2.08. Registration Expenses 21 Section 2.09. Indemnification 21 Section 2.10. Rules 144 and 144A and Regulation S 24 ARTICLE III MISCELLANEOUS Section 3.01. Term 25 Section 3.02. Injunctive Relief 25 Section 3.03. Attorneys’ Fees 25 Section 3.04. Notices 25 Section 3.05. Amendment 26 Section 3.06. Successors, Assigns and Transferees 26 Section 3.07. Binding Effect 27 Section 3.08. Third Parties 27 Section 3.09. Governing Law; Jurisdiction 27 Section 3.10. Waiver of Jury Trial 27 Section 3.11. Severability 27 Section 3.12. Counterparts 27 Section 3.13. Headings 28 i AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of April 23, 2014, by and among Sabre Corporation, a Delaware corporation (“Sabre”), (together with its successors, the “Company”), TPG Partners IV, L.P. (“TPG IV”), TPG Partners V, L.P. (“TPG V”), TPG FOF V-A, L.P. (“TPG FOF A”), TPG FOF V-B, L.P. (“TPG FOF B” and together with TPG V, TPG IV and TPG FOF A, “TPG”), Silver Lake Partners II, L.P. (“Silver Lake II”), Silver Lake Technology Investors II, L.P. (“Silver Lake Tech” and together with Silver Lake II, “Silver Lake”), Sovereign Co-Invest, LLC (“Sovereign Co-Invest”) and such other Persons, if any, from time to time that become party hereto as holders of Registrable Securities (as defined below) pursuant to Section 3.06. This Agreement amends and restates in its entirety the Registration Rights Agreement by and among TPG, Silver Lake, Sovereign Co-Invest and Sabre (f/k/a Sovereign Holdings, Inc.), dated as of March 30, 2007 (the “Existing Registration Rights Agreement”). WITNESSETH: WHEREAS, the parties entered into the Existing Registration Rights Agreement regarding Registrable Securities of the Company; WHEREAS, on April 16, 2014, the Company priced an initial public offering (the “IPO”) of Common Shares (as defined below) pursuant to an Underwriting Agreement dated April 16, 2014 (the “Underwriting Agreement”); WHEREAS, the parties believe that it is in the best interests of the Company and the other parties hereto to set forth their agreements regarding registration rights applicable to the Registrable Securities of the Company and certain other matters following the closing of the IPO (the “IPO Closing”). NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE I DEFINITIONS SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the following meanings: “Adverse Disclosure” means public disclosure of material non-public information that, in the Board of Directors’ good faith judgment, after consultation with independent outside counsel to the Company, (i) would be required to be made in any Registration Statement or report filed with the SEC by the Company so that such Registration Statement would not be materially misleading; (ii) would not be required to be made at such time but for the filing of such Registration Statement or report; and (iii) the Company has a bona fide business purpose for not disclosing publicly. “Agreement” has the meaning set forth in the preamble. “Affiliate” has the meaning specified in Rule 12b-2 under the Exchange Act; provided, that no Holder shall be deemed an Affiliate of the Company or any of its subsidiaries for purposes of this Agreement. The term “Affiliated” has a correlative meaning. “Board of Directors” means the board of directors of the Company. “Business Day” means any day other than a Saturday, Sunday or a day on which commercial banks located in New York, New York or Fort Worth, Texas are required or authorized by law to be closed. “Common Share Equivalents” means securities (including, without limitation, warrants) exercisable, exchangeable or convertible into Common Shares. “Common Shares” means the shares of common stock, par value $.01 per share and any shares of capital stock of the Company issued or issuable with respect to such common stock by way of a stock dividend or distribution payable thereon or stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination thereof. “Company” has the meaning set forth in the preamble and shall include the Company’s successors by merger, acquisition, reorganization, conversion or otherwise. “Company Public Sale” has the meaning set forth in Section 2.03(a). “Demand Notice” has the meaning set forth in Section 2.01(e). “Demand Period” has the meaning set forth in Section 2.01(d). “Demand Registration” has the meaning set forth in Section 2.01(a). “Demand Registration Statement” has the meaning set forth in Section 2.01(a). “Demand Request” has the meaning set forth in Section 2.01(a). “Demand Suspension” has the meaning set forth in Section 2.01(f). “Demanding Sponsor” has the meaning set forth in Section 2.01(a). “Effectiveness Date” means the date immediately following the IPO Closing. “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.
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