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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
OCTOBER 10, 2000
Date of Report (Date of earliest event reported)
SABRE HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-12175 75-2662240
(State or other (Commission File No.) (IRS Employer
jurisdiction of incorporation) Identification No.)
4255 AMON CARTER BLVD.
FORT WORTH, TEXAS 76155
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 963-6400
Not applicable
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
ACQUISITION OF GETTHERE INC.
On October 10, 2000, GetThere Acquisition Corp., a Delaware corporation
("Offeror") that is a wholly owned indirect subsidiary of Sabre Holdings
Corporation ("Parent" or "Registrant"), acquired 33,450,365 shares, or
approximately 92.7% of the outstanding shares, of common stock, par value
$0.0001 per share (the "Common Stock"), of GetThere Inc., a Delaware
corporation ("GetThere"), through a cash tender offer (the "Tender Offer") at
$17.75 per share. The Tender Offer was effected pursuant to an Agreement and
Plan of Merger (the "Merger Agreement") dated August 28, 2000 among GetThere,
Parent and Sabre Inc., a Delaware corporation ("Parent Sub") that is a wholly
owned direct subsidiary of Parent, and an Assignment and Assumption Agreement
dated August 30, 2000 between Parent Sub and Offeror, under which Parent Sub
assigned all of its rights and obligations under the Merger Agreement to
Offeror.
Following the Tender Offer, on October 17, 2000, Offeror merged with and into
GetThere under Section 253 of the General Corporation Law of the State of
Delaware (the "Merger"), and GetThere became a wholly owned direct subsidiary
of Parent Sub, and each remaining outstanding share of GetThere Common Stock
was converted into the right to receive $17.75 per share pursuant to the
Merger Agreement.
Parent, through its wholly owned subsidiary, Parent Sub, acquired all of the
outstanding voting securities of GetThere for an aggregate consideration of
approximately $757 million in cash. The purchase price of $17.75 for each
share of GetThere Common Stock was established by negotiation at the time of
the Merger Agreement.
GetThere, based in Menlo Park, California, is a leading provider of
Internet-based business-to-business travel procurement and supply solutions.
GetThere's Common Stock was previously traded on the Nasdaq National Market
System under the symbol "GTHR" but was deregistered following the Merger.
FINANCING OF ACQUISITION
The acquisition consideration was funded by borrowings by Parent Sub under a
Bridge Credit Agreement dated as of October 10, 2000 with Banc of America
Securities LLC, as Co-Lead Arranger and Joint Book Manager, Goldman Sachs
Credit Partners L.P., as Co-Lead Arranger, Joint Book Manager and Syndication
Agent, Morgan Stanley Senior Funding, Inc., as Documentation Agent, Bank of
America, N.A., as Administrative Agent, and the lenders party thereto (the
"Bridge Lenders"). Pursuant to the terms of the Bridge Credit Agreement, the
Bridge Lenders have made available to Parent Sub a $622,800,000 unsecured
revolving credit facility (the "Tranche A Facility") and a $242,200,000
unsecured revolving credit Facility (the "Tranche B Facility" and, together
with the Tranche A Facility, the "Bridge Facility"). Proceeds of both the
Tranche A Facility and the Tranche B Facility are available for funding the
purchase of GetThere Common Stock and repayment of Parent Sub's existing
$200,000,000 Bridge Loan
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Promissory Note dated August 4, 2000. In addition, the commitments under the
Tranche A Facility may be used as a commercial paper back-up facility. The
Bridge Facility will mature on the later of (i) the date nine months after
the closing date of the Bridge Facility and (ii) such later date as the
Bridge Lenders shall agree upon (the "Termination Date"). It is anticipated
that all outstanding amounts under the Bridge Facility will be repaid on or
prior to the Termination Date.
Parent Sub contributed to Offeror a sufficient amount of proceeds from the
Bridge Facility to fund the purchase of GetThere Common Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Financial statements required by this Item are not included in this
initial report on Form 8-K. Such financial statements will be filed by
amendment not later than December 26, 2000.
(b) Pro forma financial information.
Pro forma financial information required by this Item is not
included in this initial report on Form 8-K. Such pro forma financial
information will be filed by amendment not later than December 26, 2000.
(c) Exhibits.
EXHIBIT NUMBER
99.1 Press Release issued by Registrant on October 9, 2000.(1)
99.2 Bridge Credit Agreement, dated as of October 10, 2000, by and among
Sabre Inc, Banc of America Securities LLC, as Co-Lead Arranger and
Joint Book Manager, Goldman Sachs Credit Partners L.P., as Co-Lead
Arranger, Joint Book Manager and Syndication Agent, Morgan Stanley
Senior Funding, Inc., as Documentation Agent, Bank of America, N.A.,
as Administrative Agent, and the lenders party thereto.(2)
99.3 Press release issued by Registrant on October 17, 2000.
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(1) Incorporated by reference to Exhibit (a) (1) (K) of Registrant's
Schedule TO filed with the Securities and Exchange Commission on
October 10, 2000.
(2) Incorporated by reference to Exhibit (a) (1) (L) of Registrant's
Schedule TO filed with the Securities and Exchange Commission on
October 10, 2000.
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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 HOLDINGS CORPORATION
Date: October 25, 2000 By: /s/ JEFFERY M. JACKSON
Jeffery M. Jackson
Chief Financial Officer
