Travelport ups exchange cap for five series, gives early tender update

By Susanna Moon

Chicago, July 14 – Travelport Worldwide Ltd. will issue about 98.2 million common shares so far in exchange for $157.8 million of notes issued by subsidiaries Travelport LLC and Travelport Holdings, Inc.

Travelport amended the exchange offers to lift the maximum exchange amount to $178 million of notes from $50 million, according to a company news release.

As previously announced, the company is offering common shares in exchange for the senior floating-rate notes due 2016, 13 7/8% senior notes due 2016, 11 7/8% senior subordinated notes due 2016, 11 7/8% dollar senior subordinated notes due 2016 and 10 7/8% senior subordinated euro notes due 2016.

The tally so far is for notes tendered for exchange by 5 p.m. ET on July 11, the early tender date.

As of the early deadline, investors had tendered about $64.5 million of the floaters, about $36.7 million of the 13 7/8% notes, about $41.2 million of the 11 7/8% notes and about €11.3 million of the 10 7/8% notes, for total tenders of about $157.8 million notes.

The exchange offers will continue until 11:59 p.m. ET on July 25. The offer began June 27.

Travelport said it plans to accept for exchange $178 million principal amount of notes tendered on a pro rata basis.

The company will issue about 189.1 million common shares so far in exchange for $248.6 million of total debt, including notes issued by its subsidiaries.

Travelport said it entered into an agreement to issue term loan lenders about 58 million common shares, at a value of $1.64 per share, in exchange for the purchase of about $90.9 million of first- and second-lien term loans.

Pricing, other offer terms

In exchange for each $1,000 principal amount of notes tendered by the early deadline, the total exchange value will be 101.25% of par for the floaters, 103.5% of par for the 13 7/8% notes and 102.25% of par for the remaining series of notes.

The base exchange value for each $1,000 principal amount of notes tendered after the early deadline will be par, or the total exchange value less the early tender premium.

The number of shares to be issued in the exchange will be based on the fair market value of the company’s common stock, the company previously said. By tendering their notes, each holder mutually agrees with the company that the fair market value is $1.64 per share. No fractional shares will be issued.

For the purposes of the exchange offers, exchanges for notes denominated in euros will be converted into dollars based on the noon ET value on the date of the early tender deadline and exchange offer expiration time.

In order to tender notes, holders must execute a joinder to Travelport’s existing shareholders’ agreement and agree to complete and execute any questionnaires or lock-up agreements required to be signed by shareholders in connection with a registered public offering.

If the offers are oversubscribed, the amount of notes that Travelport will accept for exchange will be allocated pro rata on the basis of the relative amount of notes requested to be exchanged at each of the early tender time and the exchange offer expiration time.

The exchange offers are being made only to holders that are qualified institutional buyers under Rules 501 and 144A under the Securities Act and either in the United States to holders who are accredited investors under Regulation S.

The U.S. information and exchange agent is Ipreo LLC (888 593-9546 or exchangeoffer@ipreo.com). The European information and exchange agent is Lucid Issuer Services Ltd.(travelport@lucid-is.com).

Travelport is an Atlanta-based provider of transaction processing services to the travel industry.

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