Travelport Limited Announces Final Results Of Its Exchange Offers And Consent Solicitations

ATLANTA, April 11, 2013 /PRNewswire/ -- Travelport Limited (the "Company") and Travelport LLC, an indirect subsidiary of the Company (the "Issuer"), announced today the expiration of (i) the exchange offers and consent solicitations for the Issuer's Senior Notes and the Second Lien Notes, each as defined below, which occurred at 11:59 p.m., New York City time, on April 10, 2013, and (ii) the consent solicitation with respect to the Issuer's 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"), which occurred at 5:00 p.m., New York City time, on April 10, 2013.  The Company, the Issuer and the Company's parent companies previously announced on March 27, 2013 that they met the minimum conditions with respect to the exchange offers and consent solicitations for the Issuer's Senior Notes, Series B Second Priority Senior Secured Notes due 2016 ("Second Lien Notes"), the consent solicitation with respect to the Senior Subordinated Notes and the waiver, exchange and cancellation offers with respect to Travelport Holdings Limited's Tranche A and Tranche B unsecured payment-in-kind loans due December 1, 2016 ("Tranche A and Tranche B PIK Loans") under the Amended and Restated Credit Agreement, dated as of October 3, 2011.  The waiver, exchange and cancellation offers for the Tranche A and Tranche B PIK Loans expired on March 22, 2013.

As of 11:59 p.m., New York City time, on April 10, 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and principal amount of notes or loans, as applicable, have been provided or tendered and not validly revoked or withdrawn in connection with the previously announced comprehensive capital refinancing plan (the "Restructuring Plan"):

In connection with the exchange offers and consent solicitations for the Senior Notes, the Issuer will issue new U.S. dollar-denominated 13.875% Senior Fixed Rate Notes due 2016 (144A CUSIP No. 89421E AF0, ISIN No. US89421EAF07; Reg S. CUSIP No. U17274 AA6, ISIN No. USU17274AA61) or Senior Floating Rate Notes due 2016 (LIBOR plus 8.625%) (144A CUSIP No. 89421E AG8/ISIN No. US89421EAG89; Reg S. CUSIP No. U17274 AB4/ISIN No. USU17274AB45) to holders of Senior Notes, as applicable, that validly tendered their Senior Notes pursuant to the terms set forth in the offering memorandum for the Senior Notes.

Tranche 1 Loan Invitation Funding Instructions

Eligible 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"), 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 9% Senior Notes due 2016 (the "2016 Senior Notes" and, together with the 2014 Senior Notes, the "Senior Notes") who are participating in the invitation to become a lender of the Issuer's Tranche 1 Loans in connection with the exchange offer and consent solicitation for the Senior Notes (the "Loan Invitation") are required to deposit immediately available funds in an amount equal to the applicable purchase price of such Tranche 1 Loans into the escrow account with Wells Fargo Bank, National Association, by 9:00 am, New York City time, on Monday, April 15, 2013 (such funding deadline, the "Funding Time"), in accordance with the wiring instructions provided to them in connection with the Loan Invitation. Any eligible holder of Senior Notes that does not deposit such funds into escrow by the Funding Time will not be permitted to participate as a lender of the Tranche 1 Loans. Additionally, eligible holders must clear customary account creation and administrative requirements and approvals by Credit Suisse AG in order to participate in the Loan Invitation.

Please direct any questions regarding the deposit of funds into the escrow account for the Tranche 1 Loans to Credit Suisse AG via e-mail at [email protected] or by calling +1 (212) 325-6098.

Important Information About The Restructuring Plan

The new securities issued pursuant to the Restructuring Plan have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. Therefore, the new securities have not and 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 were 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, were authorized to receive and review the offering memorandum related to the applicable exchange offer and to participate in the applicable exchange offer.

This press 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 has only been 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
[email protected]

Media Contacts

Kate Aldridge
Senior Director, Corporate Communications, EMEA and APAC
+44 (0)1753 288 720
[email protected]

Jill Brenner
Senior Director, Corporate Communications, Americas
+1 (973) 753 3110
[email protected]  

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 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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