0000947871-18-000120.txt : 20180212 0000947871-18-000120.hdr.sgml : 20180212 20180212142244 ACCESSION NUMBER: 0000947871-18-000120 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20180212 DATE AS OF CHANGE: 20180212 GROUP MEMBERS: ANDREW H. WARFORD GROUP MEMBERS: LEE S. AINSLIE III GROUP MEMBERS: MAVERICK CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sabre Corp CENTRAL INDEX KEY: 0001597033 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 208647322 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88656 FILM NUMBER: 18595714 BUSINESS ADDRESS: STREET 1: 3150 SABRE DRIVE CITY: SOUTHLAKE STATE: TX ZIP: 76092 BUSINESS PHONE: 682 605 1000 MAIL ADDRESS: STREET 1: 3150 SABRE DRIVE CITY: SOUTHLAKE STATE: TX ZIP: 76092 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MAVERICK CAPITAL LTD CENTRAL INDEX KEY: 0000934639 IRS NUMBER: 000000000 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: 18TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214.880.4050 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT STREET 2: 18TH FLOOR CITY: DALLAS STATE: TX ZIP: 75201 SC 13G/A 1 ss79107_13ga.htm AMENDMENT NO 1


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G/A


Under the Securities Exchange Act of 1934
(Amendment No 1 )


SABRE CORPORATION

(Name of Issuer)


Common Stock, par value $0.01 per share

(Title of Class of Securities)


78573M104

(CUSIP Number)


December 31, 2017

(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
CUSIP No. 78573M104
SCHEDULE 13G/A
Page 2 of 10 Pages
         
1
Name of Reporting Persons
 
Maverick Capital, Ltd. – 75-2482446
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
 
Texas
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
5
Sole Voting Power
 
4,541,121
6
Shared Voting Power
 
0
7
Sole Dispositive Power
 
4,541,121
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,541,121
10
Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
(See Instructions)
 
o
11
Percent of Class Represented by Amount in Row 9
 
1.7%
12
Type of Reporting Person (See Instructions)
 
IA
 

 
CUSIP No. 78573M104
SCHEDULE 13G/A
Page 3 of 10 Pages
         
1
Name of Reporting Persons
 
Maverick Capital Management, LLC – 75-2686461
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
 
Texas
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
5
Sole Voting Power
 
4,541,121
6
Shared Voting Power
 
0
7
Sole Dispositive Power
 
4,541,121
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,541,121
10
Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
(See Instructions)
 
o
11
Percent of Class Represented by Amount in Row 9
 
1.7%
12
Type of Reporting Person (See Instructions)
 
HC

 
CUSIP No. 78573M104
SCHEDULE 13G/A
Page 4 of 10 Pages
         
1
Name of Reporting Persons
 
Lee S. Ainslie III
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
 
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
5
Sole Voting Power
 
4,541,121
6
Shared Voting Power
 
0
7
Sole Dispositive Power
 
4,541,121
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,541,121
10
Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
(See Instructions)
 
o
11
Percent of Class Represented by Amount in Row 9
 
1.7%
12
Type of Reporting Person (See Instructions)
 
HC

 
CUSIP No. 78573M104
SCHEDULE 13G/A
Page 5 of 10 Pages
         
1
Name of Reporting Persons
 
Andrew H. Warford
2
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
 
3
SEC Use Only
 
 
4
Citizenship or Place of Organization
 
United States
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
5
Sole Voting Power
 
4,541,121
6
Shared Voting Power
 
0
7
Sole Dispositive Power
 
4,541,121
8
Shared Dispositive Power
 
0
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
4,541,121
10
Check Box if the Aggregate Amount in Row 9 Excludes Certain Shares
(See Instructions)
 
o
11
Percent of Class Represented by Amount in Row 9
 
1.7%
12
Type of Reporting Person (See Instructions)
 
HC

 
Item 1(a)
Name of Issuer:

Sabre Corporation

Item 1(b)
Address of Issuer’s Principal Executive Offices:

3150 Sabre Drive
Southlake, TX 76092

Item 2(a)
Name of Person Filing:

This Schedule 13G (the “Schedule 13G”) is being filed on behalf of each of the following persons (each, a “Reporting Person”):

(i)
Maverick Capital, Ltd.;
(ii)
Maverick Capital Management, LLC;
(iii)
Lee S. Ainslie III (“Mr. Ainslie”); and
(iv)
Andrew H. Warford (“Mr. Warford”).

The Schedule 13G relates to Shares (as defined herein) held for the accounts of Maverick Capital, Ltd.’s clients.

Item 2(b)
Address of Principal Business Office or, if none, Residence:

The address of the principal business office of (i) Maverick Capital, Ltd. and Maverick Capital Management, LLC is 300 Crescent Court, 18th Floor, Dallas, Texas 75201, and (ii) Mr. Ainslie and Mr. Warford is 767 Fifth Avenue, 11th Floor, New York, New York 10153.

Item 2(c)
Citizenship:

(i)
Maverick Capital, Ltd. is a Texas limited partnership;
(ii)
Maverick Capital Management, LLC is a Texas limited liability company;
(iii)
Mr. Ainslie is a citizen of the United States; and
(iv)
Mr. Warford is a citizen of the United States.

Item 2(d)
Title of Class of Securities:

Common Stock, par value $0.01 per share (the “Shares”).

Item 2(e)
CUSIP Number:

78573M104
Page 6 of 10 Pages

 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
(e)
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
 
(f)
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
(g)
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
(h)
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
(i)
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
(j)
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
(k)
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _______________
 

Item 4
Ownership

Ownership as of December 31, 2017 is incorporated by reference to items (5) – (9) and (11) of the cover page of the Reporting Person.

Maverick Capital, Ltd. is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940 and, as such, may be deemed to have beneficial ownership of the Shares which are the subject of this filing through the investment discretion it exercises over its clients’ accounts.  Maverick Capital Management, LLC is the General Partner of Maverick Capital, Ltd.  Mr. Ainslie is the manager of Maverick Capital Management, LLC.  Mr. Warford serves as the Chairman of the Stock Committee of Maverick Capital, Ltd.

Item 5
Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
 

Page 7 of 10 Pages

 
Item 6
Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8
Identification and Classification of Members of the Group

Not applicable.

Item 9
Notice of Dissolution of Group

Not applicable.

Item 10
Certifications

By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 
 
 
 
Page 8 of 10 Pages

 
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
Date:  February 12, 2018
MAVERICK CAPITAL, LTD.
 
           
 
By:
Maverick Capital Management, LLC,
 
   
Its General Partner
 
           
   
By:
Lee S. Ainslie III, Manager
 
           
     
By:
/s/ John T. McCafferty
 
       
John T. McCafferty
 
       
Under Power of Attorney dated
 
       
February 13, 2003
 

 
Date:  February 12, 2018
MAVERICK CAPITAL MANAGEMENT, LLC
 
           
 
By:
Lee S. Ainslie III, Manager
 
           
   
By:
/s/ John T. McCafferty
 
     
John T. McCafferty
 
     
Under Power of Attorney dated
 
     
February 13, 2003
 
 

Date:  February 12, 2018
LEE S. AINSLIE III
 
     
           
 
By:
/s/ John T. McCafferty
 
   
John T. McCafferty
 
   
Under Power of Attorney dated
 
   
February 13, 2003

 
Date:  February 12, 2018
ANDREW H. WARFORD
 
           
 
By:
/s/ John T. McCafferty
 
   
John T. McCafferty
 
   
Under Power of Attorney dated
 
   
February 11, 2015
 
Page 9 of 10 Pages

 
EXHIBIT INDEX

A.
Joint Filing Agreement, dated February 14, 2017, by and among Maverick Capital, Ltd., Maverick Capital Management, LLC, Lee S. Ainslie III and Andrew H. Warford.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 10 of 10 Pages

EX-99.A 2 ss79107_ex99a.htm JOINT FILING AGREEMENT
 
Exhibit A
 
Joint Filing Agreement
 
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, par value $0.01 per share of Sabre Corporation, dated as of February 14, 2017, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Date:            February 14, 2017
 
 
MAVERICK CAPITAL, LTD.
 
           
 
By:
Maverick Capital Management, LLC
 
   
Its General Partner
 
           
   
By:
Lee S. Ainslie III, Manager
 
         
           
     
By:
/s/ Anne K. Hill
 
       
Anne K. Hill
 
       
Under Power of Attorney dated
 
       
February 13, 2017
 
 
 
 
MAVERICK CAPITAL MANAGEMENT, LLC 
           
 
By:
Lee S. Ainslie III, Manager
 
       
           
   
By:
/s/ Anne K. Hill
 
     
Anne K. Hill
 
     
Under Power of Attorney dated
 
     
February 13, 2017
 
 

 
LEE S. AINSLIE III
 
     
           
 
By:
/s/ Anne K. Hill
 
   
Anne K. Hill
 
   
Under Power of Attorney dated
 
   
February 13, 2017

 
 
ANDREW H. WARFORD
 
     
           
 
By:
/s/ Anne K. Hill
 
   
Anne K. Hill
 
   
Under Power of Attorney dated
 
   
February 13, 2017