-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EnhAiA5fH6A1EATomYPRv7ZWhyc4Ab3pobHOp2lLR1izeu2zFflQpLPbgiohHkJR bguHJ5JivvZIioWrEoHkMA== 0000950123-10-011332.txt : 20100211 0000950123-10-011332.hdr.sgml : 20100211 20100211111429 ACCESSION NUMBER: 0000950123-10-011332 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100210 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100211 DATE AS OF CHANGE: 20100211 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Travelport LTD CENTRAL INDEX KEY: 0001386355 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 980505100 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-141714-23 FILM NUMBER: 10590173 BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10174 BUSINESS PHONE: (212)915-9150 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10174 8-K 1 y82073e8vk.htm FORM 8-K e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported) February 11, 2010 (February 10, 2010)
Travelport Limited
(Exact name of Registrant as specified in its charter)
         
Bermuda   333-141714   98-0505100
(State or other jurisdiction   (Commission File No.)   (I.R.S. Employer
of incorporation)       Identification Number)
405 Lexington Avenue
New York, NY 10174

(Address of principal executive office)
Registrant’s telephone number, including area code (212) 915-9150
N/A
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 8.01 Other Events.
On February 10, 2010, Travelport LLC, an indirect wholly owned subsidiary of Travelport Limited, announced that it has terminated its previously announced cash tender offer for certain of its notes. Travelport LLC terminated the tender offer because it has determined the IPO Condition (as defined in the Offer to Purchase governing the tender offer) will not be satisfied. On February 10, 2010, Travelport announced that at this time, following a review of market conditions, it has decided against proceeding with the previously announced proposed initial public offering of Travelport Holdings (Jersey) Limited, which was anticipated to become the parent company of Travelport Limited, to institutions in the United Kingdom and eligible institutional investors internationally.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this report:
         
Exhibit No.   Description
  99.1    
Press Release, dated February 10, 2010.

 


 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  TRAVELPORT LIMITED
 
 
  By:   /s/ Rochelle J. Boas    
    Rochelle J. Boas   
    Group Vice President and Secretary   
 
Date: February 11, 2010

 


 

TRAVELPORT LIMITED
CURRENT REPORT ON FORM 8-K
Report Dated February 11, 2010 (February 10, 2010)
EXHIBIT INDEX
         
  99.1    
Press Release, dated February 10, 2010.

 

EX-99.1 2 y82073exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
February 10, 2010
For Immediate Release:
Travelport LLC Announces Termination of Debt Tender Offer
New York, NY— Travelport LLC (the “Company”) today announced that it has terminated its previously announced cash tender offer for:
  •   its Senior Euro Floating Rate Notes due 2014 (the “First Priority Notes”);
 
  •   its Senior Dollar Floating Rate Notes due 2014 (the “Second Priority Notes”);
 
  •   its 10 7/8% Senior Subordinated Euro Notes due 2016 (the “Third Priority Notes”); and
 
  •   its 9 7/8% Senior Dollar Notes due 2014 (the “Fourth Priority Notes” and, together with the First Priority Notes, the Second Priority Notes and the Third Priority Notes, the “Notes”).
Any Notes that have been tendered will be promptly returned to holders.
The tender offer was made pursuant to the Offer to Purchase and the related Letter of Transmittal, dated January 20, 2010, as amended.
The Company terminated the tender offer because it has determined the IPO Condition (as defined in the Offer to Purchase) will not be satisfied. On February 10, 2010, Travelport announced that at this time, following a review of market conditions, it has decided against proceeding with an initial public offering of shares and listing on the London Stock Exchange.
The Company’s cash tender offer with respect to its 11 7/8% Senior Subordinated Dollar Notes due 2016 was previously terminated on February 3, 2010.
About Travelport
Travelport Limited, the indirect parent company of Travelport LLC, and guarantor on an unsecured basis of the Notes, is a leading provider of critical transaction processing solutions, offering broad based business services to companies operating in the global travel industry. Travelport Limited is comprised of the global distribution system (GDS) business that includes the Worldspan and Galileo brands; GTA, a global, multi-channel provider of hotel and ground services; Airline IT Solutions, which hosts mission critical applications and provides business and data analysis solutions for major airlines. With 2008 revenues of $2.5 billion, Travelport Limited operates in 160 countries and has approximately 5,300 employees. Travelport Limited also owns approximately 48% of Orbitz Worldwide (NYSE: OWW), a leading global online travel company. Travelport Limited is a private company owned by affiliates of The Blackstone Group, One Equity Partners, Technology Crossover Ventures and Travelport management.
This press release may include information that could constitute forward-looking statements. Any such forward-looking statements may involve risk and uncertainties that could cause actual results to differ materially from any future results encompassed within the forward-looking statements. Factors that could cause or contribute to such differences include those matters disclosed in Travelport Limited’s Securities and Exchange Commission filings. Past results of Travelport Limited are not necessarily indicative of its future results. Travelport Limited does not undertake any obligation to update any forward-looking statements.

 


 

IMPORTANT NOTICE: NOT FOR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS IN, THE REPUBLIC OF ITALY.
####
 
Media Contact:
Kelli Segal
Corporate Communications, U.S.
212-915-9155
Kelli.segal@travelport.com
Investor Contact:
Chris Tyson
Corporate Finance
+44 (0) 1753 288 248
Chris.tyson@travelport.com

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