Travelport Worldwide Announces Final Results of Offers of Common Shares in Exchange for Existing Notes

ATLANTA, July 28, 2014 /PRNewswire/ -- Travelport Worldwide Limited ("Travelport") announced today the final results of the previously announced offers (the "Exchange  Offers") of its common shares, with par value $0.0002 per share (the "Common Shares"), in exchange for the following debt securities issued by its subsidiaries, Travelport LLC and Travelport Holdings, Inc.:  (i) outstanding Senior Floating Rate Notes Due 2016 (the "Senior Floating Rate Notes"), (ii) outstanding 13.875% Senior Fixed Rate Notes Due 2016 (the "Senior Fixed Rate Notes"), (iii) outstanding 11.875% Senior Subordinated Fixed Rate Notes Due 2016 (the "Senior Subordinated Notes"), (iv) outstanding 11.875% Dollar Senior Subordinated Fixed Rate Notes Due 2016 (the "Dollar Senior Subordinated Notes") and (v) outstanding 10.875% Senior Subordinated Euro Fixed Rate Notes Due 2016 (the "Euro Senior Subordinated Notes," and, together with the Senior Floating Rate Notes, the Senior Fixed Rate Notes, the Senior Subordinated Notes, the Dollar Senior Subordinated Notes,  the "Notes").

As of 11:59 p.m., New York City time, on July 25, 2014 (the "Exchange Offer Expiration Time"), approximately $5.8 million in aggregate principal amount of the Senior Floating Rate Notes were validly tendered and not validly withdrawn in exchange for approximately 3.6 million Common Shares. Acceptance by Travelport of any Notes tendered will be subject to the terms and conditions set forth in the offering memorandum, dated June 27, 2014, as supplemented by the offering memorandum supplement, dated July 1, 2014 (as it may be amended or supplemented from time to time, the "Offering Memorandum").  Travelport intends to accept for exchange all of the Notes tendered. These figures do not include the previously accepted approximately $157.9 million of Notes tendered in exchange for approximately 98.3 million Common Shares in the Exchange Offers that were settled following the early tender time of July 11, 2014 (the "Early Tender Time").

Based on the results of the Exchange Offers and the previously announced term loan exchange completed on July 16, 2014 (the "Term Loan Exchange"), Travelport is exchanging approximately $254.6 million of total debt for equity.  An aggregate of approximately 159.8 million Common Shares will have been issued in the Exchange Offers and the Term Loan Exchange, which brings our fully diluted shares outstanding to approximately 1.2 billion. Following the settlement of the Exchange Offers, Travelport currently does not expect to engage in any further debt for equity exchanges in the foreseeable future.

As previously announced, holders who validly tendered (and did not withdraw) Notes after the Early Tender Time, but before the Exchange Offer Expiration Time, will be entitled to receive 100.00% of the principal amount of Notes tendered, which will be paid in Common Shares of Travelport based on the Fair Market Value (as described in the Offering Memorandum) of such Common Shares (the "Exchange Consideration").  No fractional Common Shares will be issued.  The number of Common Shares issuable as the Exchange Consideration will be rounded down to the nearest whole number of Common Shares.

The Common Shares to be issued pursuant to the Exchange Offers 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 Exchange Offers were made, the Common Shares were offered and the Common Shares will be issued, only (i) to holders that are "qualified institutional buyers" (as defined in Rules 501 and 144A under the Securities Act) and (ii) either (A) in the United States to holders of Notes who are "accredited investors" or (B) outside of the United States to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act (collectively, the "eligible holders").  Only eligible holders were authorized to receive the Offering Memorandum.

This 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 and only to such persons and in such jurisdictions as is permitted under applicable law.

Eligible holders of U.S.-Dollar denominated Notes who wish to request copies of the Offering Memorandum should contact Ipreo LLC, the U.S. Information and Exchange Agent, at (888) 593-9546 (toll free) or via email at [email protected]. Eligible holders of Euro-denominated Notes who wish to request copies of Offering Memorandum should contact Lucid Issuer Services Limited, the European Information and Exchange Agent, via email at [email protected].

Contacts:

Investors:    
Peter Golby  
Vice President, Investor Relations  
+44 (0)1753 288 187  
[email protected] 

Media:  
Kate Aldridge  
Vice President, Corporate Communications  
Tel: +44 (0)1753 288 720  
[email protected] 

SOURCE Travelport Worldwide Limited