Travelport Announces Offers of Common Shares in Exchange for Existing Notes

 Travelport Announces Offers of Common Shares in Exchange for Existing Notes

PR Newswire

ATLANTA, June 27, 2014

ATLANTA, June 27, 2014 /PRNewswire/ --Travelport Worldwide Limited
("Travelport") announced today that it has commenced offers (the "Exchange
Offers") of its common shares, with par value $0.0002 per share (the "Common
Shares"), in exchange for the following debt securities issued by its
subsidiaries Travelport LLC and Travelport Holdings, Inc., in a maximum
aggregate principal amount not to exceed $50,000,000 (the "Maximum Amount"):
(i) outstanding Senior Floating Rate Notes Due 2016 (the "Senior Floating
Rate Notes"), (ii) outstanding 13.875% Senior Fixed Rate Notes Due 2016 (the
"Senior Fixed Rate Notes"), (iii) outstanding 11.875% Senior Subordinated
Fixed Rate Notes Due 2016 (the "Senior Subordinated Notes"), (iv) outstanding
11.875% Dollar Senior Subordinated Fixed Rate Notes Due 2016 (the "Dollar
Senior Subordinated Notes") and (v) outstanding 10.875% Senior Subordinated
Euro Fixed Rate Notes Due 2016 (together with the Senior Floating Rate Notes,
the Senior Fixed Rate Notes, the Senior Subordinated Notes, the Dollar Senior
Subordinated Notes, the "Notes").

Travelport Logo

To the extent holders of more than the Maximum Amount elect to participate in
the Exchange Offers, 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 (as
defined below) and the Exchange Offer Expiration Time (as defined below).
Alternatively, we may, in our sole discretion, increase the size of the
Exchange Offers in part or in the full amount to cover any additional Notes
tendered. We do not, however, expect to engage in any further debt for equity
exchanges in the foreseeable future.

                                                         Exchange
                                    Total Consideration  Consideration in
                                    in Common            Common Shares
                                    Shares of Travelport of Travelport
                                    Worldwide            Worldwide Limited for
Notes to be                         Limited for each     each
Exchanged         CUSIP/ISIN        1,000 Notional       1,000 Notional
                                    Principal Amount of  Principal Amount of
                                    Notes Tendered       Notes
                                    Prior to the Early   Tendered Prior to
                                    Tender Time^(1)(3)   the Exchange Offer
                                                         Expiration
                                                         Time^(2)(3)
                  144A: 89421E AG8
                  /                                      100.00% of the
Senior Floating   US89421EAG89      101.25% of the       Principal Amount of
Rate Notes Due                      Principal Amount of  Notes
2016              Reg S: U17274 AB4 Notes Tendered       Tendered
                  /
                  USU17274AB45
                  144A: 89421E AF0
                  /                                      100.00% of the
13.875% Senior    US89421EAF07      103.5% of the        Principal Amount of
Fixed Rate Notes                    Principal Amount of  Notes
Due 2016          Reg S: U17274 AA6 Notes Tendered
                  /                                      Tendered
                  USU17274AA61
                  144A: 89421EAH6 /                      100.00% of the
11.875% Senior    US89421EAH62      102.25% of the       Principal Amount of
Subordinated                        Principal Amount of  Notes
Fixed Rate Notes  Reg S: U17274AC2  Notes Tendered
Due 2016          /                                      Tendered
                  USU17274AC28
11.875% Dollar                                           100.00% of the
Senior            144A: 89421EAC7   102.25% of the       Principal Amount of
Subordinated                        Principal Amount of  Notes
Fixed Rate Notes                   Notes Tendered
Due 2016                                                 Tendered
10.875% Senior    144A:                                  100.00% of the
Subordinated      XS0302343917      102.25% of the       Principal Amount of
Euro Fixed Rate                     Principal Amount of  Notes
Notes Due         Reg S:            Notes Tendered
2016^(4)          XS0264616698                           Tendered

(1) Eligible holders of Notes will be eligible to receive the Total
Consideration as set forth above (the "Total Consideration") if they validly
tender (and do not withdraw) their Notes at or prior to the Early Tender Time.

(2) Eligible holders of Notes will only be eligible to receive the Exchange
Consideration as (the "Exchange Consideration") if they validly tender (and do
not withdraw) their Notes at or prior to the Exchange Offer Expiration Time.

(3) The Total Consideration and the Exchange Consideration will be paid in
Common Shares of Travelport based on the Fair Market Value (as defined
herein) of such Common Shares. By tendering their notes, each holder
mutually agrees with the Company, in good faith and on an arms' length,
commercially reasonable basis, that the "Fair Market Value" of each Common
Share is $1.64. No fractional Common Shares will be issued. The number of
Common Shares issuable as the Total Consideration or Exchange Consideration,
as applicable, will be rounded down to the nearest whole number of Common
Shares.

(4) For purposes of the Exchange Offers, exchanges for Notes denominated in
Euros shall be converted into U.S. dollars based on the noon Eastern Time
value as set forth on the Bloomberg EUR-USD Spot Exchange Rate Fixing on the
date of the Early Tender Time and Exchange Offer Expiration Time, as
applicable.

The Exchange Offers will expire at 11:59 P.M., New York City time, on July 25,
2014 unless extended or earlier terminated by Travelport (such date and time,
as the same may be extended or earlier terminated, the "Exchange Offer
Expiration Time"). In order for eligible holders to receive the Total
Consideration (as defined above), such holders must validly tender their Notes
at or prior to 5:00 p.m., New York City time, on July 11, 2014, unless
extended by us (such date and time, as the same may be extended, the "Early
Tender Time"). Holders who validly tender their Notes after the Early Tender
Time will receive the Exchange Consideration. Notes that are tendered prior to
the Early Tender Time may be withdrawn at any time at or prior to the Early
Tender Time, but Notes may not be withdrawn thereafter. Notes tendered after
the Early Tender Time may not be withdrawn. In order to validly tender Notes,
among other things, the holder so tendering 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.

The Common Shares to be issued pursuant to the Exchange Offers will not be
registered under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities laws. Therefore, the new securities 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 Exchange Offers are being made, and the Common Shares are being offered
and issued, only (i) to holders that are "qualified institutional buyers" (as
defined in Rules 501 and 144A under the Securities Act) and (ii) either (A) in
the United States to holders of Notes who are "accredited investors" or (B)
outside of the United States to certain non-U.S. persons in offshore
transactions in reliance on Regulation S under the Securities Act
(collectively, the "eligible holders"). Only eligible holders are authorized
to receive the offering memorandum

This 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 will
only be made pursuant to an offering memorandum and only to such persons and
in such jurisdictions as is permitted under applicable law.

Only holders of U.S.-Dollar-denominated Notes who have completed and returned
an eligibility certification, electronically or otherwise, are authorized to
receive and review the offering memorandum related to the Exchange Offers and
to participate therein. Holders of Euro-denominated Notes must comply with the
procedures established by Euroclear or Clearstream, as applicable.

Eligible holders of U.S.-Dollar denominated Notes who wish to request copies
of the offering memorandum should contact Ipreo LLC, the U.S. Information and
Exchange Agent, at (888) 593-9546 (toll free) or via email at
exchangeoffer@ipreo.com. Eligible holders of Euro-denominated Notes who wish
to request copies of offering memorandum should contact Lucid Issuer Services
Limited, the European Information and Exchange Agent, via email at
travelport@lucid-is.com.

There is no assurance how many Notes will be tendered if any at all. The
terms of the Exchange Offers are subject to change. 

Logo- http://photos.prnewswire.com/prnh/20140627/122737

Contacts:

Investors:
Peter Golby
Vice President, Investor Relations
+44 (0)1753 288 187
peter.golby@travelport.com

Media:
Kate Aldridge
Vice President, Corporate Communications
Tel: +44 (0)1753 288 720
kate.aldridge@travelport.com

SOURCE Travelport Worldwide Limited
 
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