Travelport obtains $1.55 billion term loan, $120 million revolver

By Angela McDaniels

Tacoma, Wash., June 27 - Travelport Ltd. entered into an amended and restated first-lien credit agreement on Wednesday that provides for a new $1,553,800,000 term loan due June 26, 2019 and a new $120 million superpriority revolving credit facility due June 26, 2018, according to an 8-K filing with the Securities and Exchange Commission.

The initial interest rate is Libor plus 500 basis points for the revolver and Libor plus 425 bps for the term loan.

The proceeds were used to refinance in full the outstanding loans and commitments under the previous first-lien credit agreement.

Subsidiary Travelport LLC is the borrower, and Travelport Ltd. is guarantor.

UBS AG, Stamford Branch is the revolving administrative agent, Credit Suisse AG is the term administrative agent and letter-of-credit issuer, UBS Loan Finance LLC is the swingline lender, and Credit Suisse Securities (USA) LLC is the syndication agent.

The credit agreement also

• Provides for incremental term loan facilities subject to a 3.1 to 1.0 first-lien leverage ratio test (calculated on a pro forma basis);

• Amends the definition of consolidated EBITDA to add back amortization of development advance payments made with the objective of increasing the number of clients or improving customer loyalty;

• Amends the company's total leverage ratio test, which initially is set at 7.15 to 1.0;

• Replaces the company's first-lien leverage ratio test with a senior secured leverage ratio test, which initially is set at 5.45 to 1.0;

• Reduces the company's minimum liquidity threshold;

• Makes some amendments to the negative covenants in the credit agreement to permit certain additional debt, investments, restricted payments and payments with respect to junior-lien debt and the company's senior notes;

• Removes some limitations on dispositions of assets;

• Amends the definition of "change of control"; and

• Provides for the acceleration of the maturity dates of the first-lien credit facilities if more than a specified percentage of some of Travelport's other debt is outstanding on certain dates.

The company said the credit agreement otherwise has substantially the same covenants and events of default as under the previous credit agreement.

Second-lien credit agreement

The company also amended its second-lien credit agreement to

• Amend the definition of consolidated EBITDA to add back amortization of development advance payments made with the objective of increasing the number of clients or improving customer loyalty;

• Implement conforming changes to the company's total leverage ratio test, which initially is set at 7.15 to 1.0, and its maximum senior secured leverage ratio, which initially is set at 5.45 to 1.0; and

• Amend some definitions.

Credit Suisse AG is the administrative agent.

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

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