[8-K] Sabre Corporation Reports Material Event

Rhea-AI Filing Summary

Claritev Corp. (NYSE: CTEV) – Q2 2025 10-Q highlights

• Revenue rose 3.5 % YoY to $241.6 m (H1 +1 % to $472.9 m) driven mainly by Network-Based and Payment & Revenue Integrity services; PSAV still >82 % of mix.
• Operating swing to profit: Q2 operating income $16.6 m versus a $523.9 m loss last year when a $553.7 m goodwill charge was recorded. No impairments in 2025 to date.
• Net loss narrowed to $62.6 m (-$3.81/sh) from $576.7 m (-$35.78/sh); H1 loss cut to $134.0 m from $1.12 bn.
• Cash strengthened to $56.4 m from $16.8 m at 12/31/24, helped by a $130 m draw on the new 2025 revolving credit facility; operating cash flow fell to $31.2 m (-54 %).
• Leverage remains high: total debt $4.59 bn (net increase after January refinancing); quarterly interest expense up 23 % to $99.7 m. Shareholders’ equity turned negative (-$39.9 m).
• Refinancing (Jan-25) exchanged legacy notes/loans into staggered First-Out, Second-Out and Third-Out first-lien instruments maturing 2030-31 and added a $350 m revolver; $7.9 m YTD transaction costs booked.
• Company remains compliant with covenants; $263.6 m revolver availability at quarter-end.
• Name & ticker change from MultiPlan/MPLN to Claritev/CTEV became effective Feb 28 2025.

Key ratios: Q2 gross margin 74.8 % (flat), adj. operating margin 6.9 %, interest coverage <0.3×, YoY cash conversion 13 %.

Insights

Financial Analyst

TL;DR – Revenue and margins improve, but leverage and negative equity limit upside.

The absence of 2024-type impairment charges reveals Claritev’s underlying operations: mid-single-digit top-line growth and a mid-70 % gross margin. However, interest consumed 62 % of gross profit, keeping the firm in loss territory. The January refinancing extends maturities and boosts liquidity, yet at the price of higher secured debt and cash interest. Net debt/CY EBITDA remains >9×, leaving little headroom should volumes soften. Still, cash grew $39 m YTD and the company stays covenant-compliant, suggesting near-term default risk is low. Investors will watch for sustained revenue acceleration or cost saves to lift EBITDA and offset rising interest.

Risk Analyst

TL;DR – High leverage and negative equity keep credit risk elevated.

Claritev’s $4.6 bn debt stack—now mostly first-lien—crowds the capital structure. Shareholders’ equity flipped negative; any new impairment or rate spike could breach the 2.5× first-out leverage test once revolver usage exceeds 40 % of capacity. Interest expense already up 23 % YoY and SOFR hedges cover only $800 m until Aug-26. While Q2 cash improved, FCF is thin after $63 m capex. Litigation exposure (antitrust MDL) and the July OBBBA tax law’s still-unknown effect add uncertainty. Overall risk skewed negative until leverage is reduced.

0001597033false00015970332025-08-072025-08-07

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): August 7, 2025

_____________________

SABRE CORPORATION

(Exact name of registrant as specified in its charter)

 _____________________

Delaware

001-36422

20-8647322

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

3150 Sabre Drive									76092
Southlake,			TX
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol			Name of each exchange on which registered
Common Stock, $.01 par value			SABR			The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2

of this chapter).

Emerging growth company						☐
If emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.						☐

Item 2.02 Results of Operations and Financial Condition.

On August 7, 2025, Sabre Corporation (“Sabre”) issued a press release and will hold a conference call regarding its financial results for the quarter ended June 30, 2025. A copy of the press release is attached as Exhibit 99.1.

The information in this Item 2.02 of Form 8-K and the attached exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Sabre makes reference to non-GAAP financial measures in the press release. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number						Description
99.1						Press Release dated August 7, 2025.
104						Cover Page Interactive Data File - formatted as Inline XBRL.

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:			August 7, 2025			By:			/s/ Michael Randolfi
						Name:			Michael Randolfi
						Title:			Executive Vice President and Chief Financial Officer