Travelport offers shares for up to $50 million of five series of notes

By Angela McDaniels

Tacoma, Wash., June 27 – Travelport Worldwide Ltd. is offering common shares in exchange for up to $50 million principal amount of notes issued by subsidiaries Travelport LLC and Travelport Holdings, Inc., according to a company news release.

The following notes are eligible for the offer: 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.

In exchange for each $1,000 principal amount of notes tendered by the early tender time, the company is offering a number of shares worth 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.

In exchange for each $1,000 principal amount of notes tendered after the early tender time but prior to the expiration time, the company is offering a number of shares worth 100% of par.

The number of shares to be issued in the exchange will be based on the fair market value of the company’s common stock. 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 time and exchange offer expiration time, as applicable.

The early tender time is 5 p.m. ET on July 11, and the exchange offers will expire at 11:59 p.m. ET on July 25.

In order to tender notes, among other things, 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 so requested to be exchanged at each of the early tender time and the exchange offer expiration time.

The exchange offers are being made, and the shares are being offered and issued, only to holders that are “qualified institutional buyers” as defined in Rules 501 and 144A under the Securities Act and either in the United States to holders of notes who are “accredited investors” or outside of the United States to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

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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