Travelport completes exchange offers, solicitations for notes series

By Jennifer Chiou

New York, April 11 - Travelport Ltd. and indirect subsidiary Travelport LLC announced the close of their exchange offers and consent solicitations for several outstanding series of notes.

The offers ended at 11:59 p.m. ET on April 10.

The tendered notes included the following:

• $734,512,455, or 97.5%, of the $753,762,000 of senior notes due 2014 issued in three series;

• $249.88 million, or 99.9%, of the $250 million of senior notes due 2016;

• $225,136,982, or 99.9%, of the $225,137,119 of second-lien notes;

• $416,606,570, or 96.2%, of the $433,207,250 senior subordinated notes; and

• All $498,269,271.28 of the tranche A and tranche B PIK loans.

In the exchange offers, the exchange offer payment was a combination of cash and new dollar-denominated 13 7/8% senior notes due 2016 or senior floating-rate notes due 2016 with a rate of Libor plus 862.5 basis points.

The companies previously moved the early tender time for the 2014 senior notes to 5 p.m. ET on March 27, pushed back from 5 p.m. ET on March 22, in order to meet the minimum condition of 95% participation.

The early tender time for the notes due 2016 and the second-lien notes ended at 5 p.m. ET on March 22, and the expiration for the waiver, exchange and cancellation offers for the tranche A and tranche B pay-in-kind loans occurred at noon ET on March 22.

As noted before, the companies extended the expiration time for the consent solicitation for the senior subordinated notes to 5 p.m. ET on April 10 from 5 p.m. ET on March 27.

As of the original early tender time, the companies had received tenders and consents for 88.7% of the 2014 senior notes.

The companies announced on March 25 that the minimum conditions were met for the exchange offers and consent solicitations for the 2016 senior notes and the second-lien notes, the consent solicitation for the senior subordinated notes and the exchange and cancellation offers for the Travelport Holdings Ltd. tranche A and tranche B pay-in-kind loans.

The exchange offers and consent solicitations for the senior notes and the second-lien notes were previously extended from 11:59 p.m. ET on April 5.

The senior euro floating-rate notes and the 10 7/8% senior euro subordinated notes due 2016 were converted into dollars based on the 30-business-day average of the dollar for euro exchange rate reported by the European Central Bank prior to 9 a.m. ET on March 8, which was 1.331, according to a press release.

The companies said on March 28 that they decided to allow any remaining holders of 2014 notes that tender by the expiration time at 11:59 p.m. ET on April 10 to continue to receive the total consideration rather than the exchange consideration.

Offer background

The companies announced a comprehensive capital refinancing plan March 12 that included extending the senior notes due in 2014 until 2016.

In addition, the company's parent companies reached an agreement with lenders of Travelport Holdings' unsecured payment-in-kind loans to support the restructuring plan, including exchanging loans into equity of Travelport Worldwide Ltd., according to a previous release.

The prior release said that holders who tendered their notes by the early tender deadline are to receive more notes than those who tender their notes after the early deadline.

The issuer also was soliciting consents in the exchange offers for 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 ongoing litigation between the company and Computershare Trust Co., NA, as indenture trustee for the senior notes, to instruct the trustee to execute any documents or take any action necessary to effect the release, amend the respective indentures governing the notes and approve completion of the transactions contemplated by the restructuring plan.

Eligible holders of the company's outstanding 9 7/8% senior dollar fixed-rate notes due 2014, senior dollar floating-rate notes due 2014, senior euro floating-rate notes due 2014 and 9% senior notes due 2016 are required to deposit immediately available funds in an amount equal to the purchase price of the tranche 1 loans into the escrow account with Wells Fargo Bank, NA by 9 a.m. ET on April 15.

Holders of the issuer's outstanding series B second-priority senior secured notes due 2016 were offered the opportunity to exchange the notes for an equal principal amount of 8 3/8% tranche 2 second-priority secured loans under the credit agreement with a maturity of Dec. 1, 2016 if they tendered their notes and delivered the related consents by the early tender deadline.

The holders of the second-lien notes received less tranche 2 loans in exchange for their second-lien notes if they tendered their notes after the early tender date.

The tranche 2 loans are subject to an interest make-whole payment for prepayments prior to Aug. 23, 2014, other than in connection with an excess cash flow mandatory prepayment.

The issuer also solicited consents to proposed amendments to the indenture governing the second-lien notes and to approve the completion of the transactions contemplated by the restructuring plan.

Holders of the issuer's outstanding 11 7/8% senior dollar subordinated notes due 2016 and 10 7/8% senior euro subordinated notes due 2016 were offered a consent fee for their consents to a waiver and release of claims asserted or that could be asserted by the noteholders in connection with the restructuring that occurred in 2011, according to the previous release.

Holdco loans

Lenders of tranche A holdco loans due Dec. 1, 2016 under the amended credit agreement, dated Oct. 3, 2011, of Travelport Holdings were offered a consent fee to provide their consent to amendments to the pay-in-kind credit agreement to approve transactions contemplated by the restructuring plan and to exchange tranche A loans for up to $25 million 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 and 43.3% of the outstanding equity of Worldwide on a pro forma and fully diluted basis after giving effect to the restructuring plan.

Holders of tranche B holdco loans under the PIK credit agreement were offered the opportunity to exchange tranche B holdco loans for 34.6% of the outstanding equity of Worldwide on a pro forma and fully diluted basis after giving effect to the restructuring plan.

Each of the transactions is contingent on the satisfaction or waiver of conditions.

As noted before, the exchange offers and consent solicitation are conditioned on the tender of at least 95% of the principal amount of the outstanding senior notes due 2014 and at least a majority of the principal amount of the outstanding 2016 senior notes.

The second-lien notes exchange offer is conditioned on the tender of at least a majority of the outstanding second-lien notes in the exchange offer. The senior subordinated notes consent solicitation is conditioned on consents from holders of at least a majority of the outstanding senior subordinated notes in the consent solicitation.

The transactions under the PIK credit agreement are conditioned on the participation of the holders of at least 66.7% of the outstanding principal amount and a majority of the outstanding principal amount not held by insiders of the tranche of loans under the PIK credit agreement.

The issuer plans to use the proceeds from the offering of tranche 1 loans to refinance $175 million of debt under its secured credit agreement, dated as of May 8, 2012, to pay the cash portion of the senior notes exchange offers, to pay the consent fees in connection with the exchange offers and solicitations and for general corporate purposes.

Restructuring support

At the beginning of the offers, the issuer had reached agreement with holders of about

• 37.9% of Travelport LLC's outstanding 9 7/8% senior dollar notes due 2014, senior dollar floating-rate notes due 2014 and senior euro floating-rate notes due 2014;

• 64% of Travelport LLC's and Travelport Inc.'s outstanding 9% senior notes due 2016, which beneficial holders include investment funds or accounts affiliated with or managed by Canyon Capital Advisors LLC, Centerbridge Partners, LP, Davidson Kempner Capital Management LLC, D.E. Shaw & Co., Kohlberg Kravis Roberts & Co. LP, Oaktree Capital Management, LP and OZ Management LP;

• 33.6% of the second-lien notes; and

• 14.8% of the senior subordinated notes.

Travelport Holdings Ltd., the direct parent company, and its direct and indirect parent companies, Travelport Worldwide Ltd. and Travelport Intermediate Ltd., entered into a restructuring support agreement with lenders holding 59.5% of the extended tranche A loans due Dec. 1, 2016 and lenders holding 59.5% of the extended tranche B loans, which include investment funds affiliated with or managed by Angelo, Gordon & Co. and Q Investments, LP outstanding under the amended credit agreement, dated as of Oct. 3, 2011.

i-Deal LLC (888 593-9546 or exchangeoffer@ipreo.com) was the U.S. information and exchange agent. Lucid Issuer Services Ltd. (tpl@lucid-is.com) was the European information and exchange agent.

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

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