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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 12, 2006
Date of report (Date of earliest event reported)
SABRE HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-12175 75-2662240
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
3150 Sabre Drive
Southlake, Texas 76092
(Address of Principal Executive Offices) (Zip Code)
(682) 605-1000
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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)
[X] 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))
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TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement......................1
Item 9.01 Financial Statements And Exhibits...............................2
SIGNATURE......................................................................4
INDEX TO EXHIBITS..............................................................5
2.1 Agreement and Plan of Merger
i
INFORMATION TO BE INCLUDED IN THIS REPORT
Item 1.01 Entry into a Material Definitive Agreement.
On December 12, 2006, Sabre Holdings Corporation, a Delaware corporation
(the "Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Sovereign Holdings, Inc., a Delaware corporation ("Parent"),
Sovereign Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary
of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, Merger
Sub will be merged with and into the Company, and as a result the Company will
continue as the surviving corporation and a wholly owned subsidiary of Parent
(the "Merger"). Parent is owned by a consortium of private equity funds
affiliated with TPG Partners V, L.P. and Silver Lake Partners II, L.P.
(collectively, the "Funds").
At the effective time of the Merger, each outstanding share of common stock
of the Company (the "Common Stock"), other than shares owned by the Company,
Parent and Merger Sub and by any shareholders who properly exercise appraisal
rights under Delaware law, will be cancelled and converted into the right to
receive $32.75 in cash, without interest.
The Merger Agreement provides that, upon termination under specified
circumstances, the Company would be required to pay a termination fee of $135
million to Parent. The Merger Agreement also provides that, upon termination
under specified circumstances, including termination resulting from Parent's
failure to receive adequate proceeds from one or more financings, Parent would
be required to pay a business interruption fee to the Company of $175 million.
The Funds have severally agreed to guarantee their proportionate liability of
the business interruption fee payable by Parent to the Company.
Parent has obtained equity and debt financing commitments for the
transactions contemplated by the Merger Agreement, the proceeds of which will be
used by Parent to pay the aggregate merger consideration and related fees and
expenses of the transactions contemplated by the Merger Agreement. Consummation
of the Merger is not subject to a financing condition, but is subject to
customary conditions to closing, including the approval of the Company's
shareholders and foreign and domestic regulatory clearances.
The foregoing summary of the Merger Agreement, and the transactions
contemplated thereby, does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Merger Agreement, which is
attached as Exhibit 2.1 and incorporated herein by reference.
The Merger Agreement has been included to provide investors and security
holders with information regarding its terms. It is not intended to provide any
other factual information about the Company. The representations, warranties and
covenants contained in the Merger Agreement were made only for purposes of that
agreement and as of the specific dates set forth therein, were solely for the
benefit of the parties to the Merger Agreement, and may be subject to
limitations agreed upon by the contracting parties, including being qualified by
confidential disclosures made for the purposes of allocating contractual risk
between the parties to the Merger Agreement instead of establishing these
matters as facts, and may be subject to standards of materiality applicable to
the contracting parties that differ from those applicable to investors.
Investors are not third-party beneficiaries under the Merger Agreement and
should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or
condition of the Company, Parent or Merger Sub or any of their respective
subsidiaries or affiliates. Moreover, information concerning the subject matter
of the representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected in the
Company's public disclosures.
Important Additional Information Regarding the Merger will be filed with the
SEC:
In connection with the proposed Merger, the Company will file a proxy
statement and other documents with the Securities and Exchange Commission (the
"SEC"). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT
WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE COMPANY AND THE PROPOSED MERGER. A definitive proxy statement will be sent
to security holders of the Company seeking their approval of the transaction.
Investors and security holders may obtain a free copy of the proxy statement
(when available) and other documents filed by the Company with the SEC at the
SEC's website at http://www.sec.gov. The definitive proxy statement and other
relevant documents may also be obtained free of charge on the Company's website
at www.sabre-holdings.com or by directing a request to Sabre Holdings
Corporation, 3150 Sabre Drive, Southlake, Texas 76092 Attention: Investor
Relations.
The Company and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of the Company
in connection with the proposed Merger. Information about the Company and its
directors and executive officers and their ownership of the Company's common
stock is set forth in the proxy statement for the Company's 2006 Annual Meeting
of Shareholders, which was filed with the SEC on April 4, 2006. Shareholders and
investors may obtain additional information regarding the interests of the
Company and its directors and executive officers in the Merger, which may be
different than those of the Company's shareholders generally, by reading the
proxy statement and other relevant documents regarding the Merger, which will be
filed with the SEC.
Item 9.01 Financial Statements And Exhibits.
(d) Exhibits:
Exhibit No. Description
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2.1 Agreement and Plan of Merger by and among Sovereign Holdings,
Inc., Sovereign Merger Sub, Inc., and Sabre Holdings Corporation,
dated as of December 12, 2006
2
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.
Sabre Holdings Corporation
Date: December 18, 2006 By: /s/ J. F. Brashear
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Name: James F. Brashear
Title: Corporate Secretary
3
INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Merger by and among Sovereign Holdings,
Inc., Sovereign Merger Sub, Inc., and Sabre Holdings Corporation,
dated as of December 12, 2006
4