2014

Travelport Limited Announces Early Results Of Its Exchange Offers And Consent Solicitations And Extensions Of Certain Exchange Offers And Consent Solicitations

ATLANTA, March 25, 2013 /PRNewswire/ -- Travelport Limited (the "Company"), Travelport LLC, an indirect subsidiary of the Company (the "Issuer"), and the Company's parent companies announced today that they have met the minimum conditions with respect to the exchange offers and consent solicitations for the 2016 Senior Notes and the Second Lien Notes, the consent solicitation with respect to the Senior Subordinated Notes and the exchange and cancellation offers with respect to the Travelport Holdings Limited Tranche A and Tranche B PIK Loans.  The Company and the Issuer also announced that as of the scheduled early tender time, they have received 88.7% of the 2014 Senior Notes, considering the three series of 2014 Senior Notes in the aggregate.

Given the minimum condition of 95% participation with respect to 2014 Senior Notes, the Company and the Issuer also announced today that they are extending the early tender time for the exchange offers and consent solicitations for the 2014 Senior Notes, which were previously scheduled to expire at 5:00 p.m., New York City time, on March 22, 2013, to 5:00 p.m., New York City time, on March 27, 2013, including an extension of the right of any eligible holders tendering their 2014 Senior Notes at or prior to the early tender time to subscribe for new loans as set forth in offering memorandum for the exchange offers and consent solicitations for the 2014 Senior Notes dated March 11, 2013.  The Company and the Issuer have also elected to extend the expiration time for the consent solicitation with respect to the Senior Subordinated Notes, which was previously scheduled to expire at 5:00 p.m., New York City time, on March 22, 2013, to 5:00 p.m., New York City time, on March 27, 2013 for any remaining holder of Senior Subordinated Notes who wishes to deliver consents and receive the consent payment.  The early tender time with respect to the 2016 Senior Notes and the Second Lien Notes was not extended and occurred at 5:00 p.m., New York City time, on March 22, 2013 and the expiration time with respect to the waiver, exchange and cancellation offers for the Tranche A and Tranche B PIK Loans was not extended and occurred at 12:00 p.m., New York City time, on March 22, 2013.  The expiration time for the exchange offers and consent solicitations for the Senior Notes and the Second Lien Notes, which was scheduled for 11:59 p.m., New York City time, on April 5, 2013, will now be 11:59 p.m. New York City time, on April 10, 2013, unless further extended. 

Withdrawal and revocation rights expired at 5:00 p.m., New York City time, on March 22, 2013 with respect to the exchange offers and consent solicitations for the Senior Notes (including the related loan invitation to subscribe for new loans) and the Second Lien Notes and revocation rights expired at 5:00 p.m., New York City time, on March 22, 2013 with respect to the consent solicitations for the Senior Subordinated Notes.

The Company, the Issuer and the Company's parent companies today announced that, as of 5:00 p.m., New York City time, on March 22, 2013, the following consents and principal amount of notes or loans, as applicable, have been provided or tendered and not validly revoked or withdrawn in connection with the previously announced comprehensive capital refinancing plan (the "Restructuring Plan"):

Title of Security/Loan

Issuer(1)

Principal
Amount
Outstanding
(2)

Principal
Amount
Tendered/Consented

Percentage of
Amount
Outstanding
Tendered/Consented

2014 Senior Notes Total(3)

LLC/HI

$753,762,000

$668,294,228

88.7%

2016 Senior Notes

LLC/INC

$250,000,000

$249,880,000

99.9%

Second Lien Notes

LLC

$225,137,119

$225,136,982

99.9%

Senior Subordinated Notes(3)

LLC

$433,207,250

$412,973,570

95.3%

Tranche A and Tranche B PIK Loans

H

$498,269,271.28

$498,269,271.28

100%



(1)

The issuer designated as "LLC" is Travelport LLC, as "HI" is Travelport Holdings, Inc., as "INC" is Travelport Inc. and as "H" is

Travelport Holdings Limited.

(2)

As of March 11, 2013.

(3)

The Senior Euro Floating Rate Notes and the 10 7/8% Senior Euro Subordinated Notes due 2016 were converted into U.S. Dollars

based on the 30 business day average of the U.S. Dollar for Euro exchange rate reported by the European Central Bank prior to

March 8, 2013 at 3:00 P.M. Central European Time, which was 1.331.

Holders of the Issuer's outstanding 9 7/8% Senior Dollar Fixed Rate Notes due 2014 ("9 7/8% Senior Notes"), Senior Dollar Floating Rate Notes due 2014 ("Senior Dollar Floating Rate Notes") and Senior Euro Floating Rate Notes due 2014 ("Senior Euro Floating Rate Notes" and, together with the 9 7/8% Senior Notes and the Senior Dollar Floating Rate Notes, the "2014 Senior Notes") and outstanding 9% Senior Notes due 2016 (the "2016 Senior Notes" and, together with the 2014 Senior Notes, the "Senior Notes") who validly tendered and did not properly withdraw Senior Notes in the exchange offers for Senior Notes have consented to, among other things, (i) a waiver and release of claims asserted or that could be asserted by the holders of Senior Notes in connection with the restructuring that occurred in 2011, including those with respect to certain ongoing litigation between the Company and Computershare Trust Company, N.A., as indenture trustee for the Senior Notes, (ii) instruct the trustee to execute any documents or take any action necessary to effect such release, (iii) amend the respective indentures governing the applicable Senior Notes in certain respects and (iv) approve consummation of the transactions contemplated by the Restructuring Plan.  The Issuer has entered into supplemental indentures with the trustee to effect the amendments described in the offering memorandum for the exchange offers and consent solicitations for the Senior Notes.  Such supplemental indentures will become operative upon the Issuer's acceptance for payment of Senior Notes and upon the Issuer's payment of the exchange offer consideration on the terms set forth in the offering memorandum for the exchange offers and consent solicitations for the Senior Notes.

Holders of the Issuer's outstanding 11 7/8% Senior Dollar Subordinated Notes due 2016 (the "11 7/8% Subordinated Notes") and 10 7/8% Senior Euro Subordinated Notes due 2016 (together with the 11 7/8% Subordinated Notes, the "Senior Subordinated Notes") who validly submitted and did not properly revoke consents in the consent solicitation for the Senior Subordinated Notes have consented to, among other things, (i) a waiver and release of claims asserted or that could be asserted by the holders of Senior Subordinated Notes in connection with the restructuring that occurred in 2011, including those with respect to certain ongoing litigation between the Company and Computershare Trust Company, N.A., as indenture trustee for the Senior Subordinated Notes, (ii) instruct the trustee to execute any documents or take any action necessary to effect such release, (iii) amend the indenture governing the Senior Subordinated Notes in certain respects and (iv) approve the consummation of the transactions contemplated by the Restructuring Plan.  The Issuer has entered into a supplemental indenture with the trustee to effect the amendments described in the consent solicitation statement for the Senior Subordinated Notes.  Such supplemental indenture will become operative upon the Issuer's payment of the consent fee as set forth in the consent solicitation statement for the Senior Subordinated Notes.

Holders of the Issuer's outstanding Series B Second Priority Senior Secured Notes due 2016 (the "Second Lien Notes") who validly tendered and did not properly withdraw Second Lien Notes in the exchange offer for Second Lien Notes have consented to certain proposed amendments to the indenture governing the Second Lien Notes and to approve the consummation of the transactions contemplated by the Restructuring Plan.  The Issuer has entered into a supplemental indenture with the trustee to effect such amendments.  Such supplemental indenture will become operative upon the Issuer's acceptance for payment of Second Lien Notes and upon the Issuer's payment of the exchange offer consideration on the terms set forth in the offering memorandum for the exchange offers and consent solicitations for the Second Lien Notes.

Each of the lenders of Travelport Holdings Limited's Tranche A unsecured payment-in-kind ("PIK") loans due December 1, 2016 ("Tranche A PIK Loans") under the Amended and Restated Credit Agreement, dated as of October 3, 2011 (the "PIK Credit Agreement"), has consented to certain of the transactions contemplated by the Restructuring Plan and to exchange Tranche A PIK Loans for up to $25 million aggregate principal amount of Series A Second Priority Senior Secured Notes due 2016, which will be automatically exchanged for a separate series of newly issued 11 7/8% senior subordinated notes due 2016 of the Issuer and equity of Travelport Worldwide Limited ("Worldwide").  Each of the lenders of Tranche B PIK loans due December 1, 2016 ("Tranche B PIK Loans") under the PIK Credit Agreement has agreed to exchange its Tranche B PIK Loans for equity of Worldwide.

Eligible holders of U.S. Dollar-denominated Senior Notes, Second Lien Notes and Senior Subordinated Notes who wish to request copies of the applicable offering memorandum or consent solicitation statement should contact i-Deal LLC, the U.S. Information and Exchange Agent, at (888) 593-9546 (toll free) or via email at exchangeoffer@ipreo.com.  Eligible holders of Euro-denominated Senior Notes and Senior Subordinated Notes who wish to request copies of the applicable offering memorandum or consent solicitation statement should contact Lucid Issuer Services Limited, the European Information and Exchange Agent, via email at tpl@lucid-is.com.  All eligible holders who have not done so are strongly encouraged to contact the applicable Information and Exchange Agent to obtain such offering material.

Important Information About The Restructuring Plan

The new securities issued pursuant to the Restructuring Plan will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. Therefore, the new securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

The offers and sales of securities pursuant to the Restructuring Plan are being made only (i) in the United States, to holders who are "qualified institutional buyers" as defined in Rule 144A under the Securities Act; and (ii) outside the United States, to certain non-U.S. persons in offshore transactions in reliance on regulations under the Securities Act.  Only holders of U.S. Dollar-denominated Senior Notes who have completed and returned an eligibility certification, electronically or otherwise, are authorized to receive and review the offering memorandum related to the applicable exchange offer and to participate in the applicable exchange offer.  Holders of Euro-denominated Senior Notes must comply with the procedures established by Euroclear or Clearstream, as applicable.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities referred to herein. Any solicitation or offer will only be made pursuant to an offering memorandum or consent solicitation statement and only to such persons and in such jurisdictions as is permitted under applicable law.

About Travelport

Travelport is a leading provider of critical transaction processing solutions and data to companies operating in the global travel industry.

With a presence in over 170 countries, approximately 3,500 employees and 2012 net revenue of more than $2 billion, Travelport is comprised of the global distribution system (GDS) business, which includes the Galileo and Worldspan brands, its Airline IT Solutions business and a majority joint venture in eNett.

Headquartered in Atlanta, Georgia, Travelport is a privately owned company.

Investor Contact

Julian Walker
Head of Corporate Communications and Investor Relations
+44 (0)1753 288 210
julian.walker@travelport.com

Media Contacts

Jill Brenner
Senior Director, Corporate Communications, Americas
+1 (973) 753 3110
jill.brenner@travelport.com

Forward-Looking Statements

This press release contains forward-looking statements and information that are necessarily subject to risks, uncertainties, and assumptions.  Consummation of the Restructuring Plan is subject to numerous conditions, some of which are beyond their control, including the tender of the requisite principal amount of notes and the receipt of the requisite consents in the exchange offers and consent solicitations for the 2014 Senior Notes and that no event shall have occurred or be likely to occur and no event affecting their business or financial affairs shall have occurred or be likely to occur that would or might reasonably be expected to prohibit, prevent, restrict or delay consummation of the exchange offers and consent solicitations, among others.  Therefore, no assurance can be given that the Restructuring Plan will be consummated on the terms described herein or at all. The Company and the Issuer assume no obligation to update the information contained in this press release due to changes from time to time in the terms of the Restructuring Plan or for any other reason.

SOURCE Travelport Limited




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