-----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, Lbgmo9ArSsNEDjxTPOVJ/kAgYEWEPi1Re1LAVWurz/Pdc6KRsB2wl30bo9Chn0Am rjfNMuQ0wZJwcscdcsEO0A== 0001104659-07-054060.txt : 20070716 0001104659-07-054060.hdr.sgml : 20070716 20070716140513 ACCESSION NUMBER: 0001104659-07-054060 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070710 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070716 DATE AS OF CHANGE: 20070716 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: 07981084 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 973-939-1000 MAIL ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 8-K 1 a07-19546_18k.htm 8-K

 

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) July 16, 2007 (July 10, 2007)

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)

 

400 Interpace Parkway
Building A
Parsippany, NJ 07054

(Address of principal executive office)

 

Registrant’s telephone number, including area code (973) 939-1000

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 July 10, 2007, we announced that we and Worldspan, L.P. received antitrust clearance from the U.S. Federal Trade Commission relating to the previously announced acquisition of Worldspan by Travelport.  The closing of the transaction remains subject to clearance by the European Commission.  In addition, we announced that we remain optimistic that the pending EC approval will be concluded in time to permit the transaction to close in the third quarter of 2007.  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 July 10, 2007.

 

2




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/ Eric J. Bock

 

 

Eric J. Bock

 

 

Executive Vice President, General Counsel and

 

 

Corporate Secretary

 

 

 

 

 

 

Date: July 16, 2007

 

 

 

3




TRAVELPORT LIMITED

CURRENT REPORT ON FORM 8-K

Report Dated July 16, 2007 (June 10, 2007)

EXHIBIT INDEX

99.1           Press Release dated July 10, 2007.

4



EX-99.1 2 a07-19546_1ex99d1.htm EX-99.1

Exhibit 99.1

Travelport Provides Update on Worldspan Acquisition

U.S. Antitrust Clearance Obtained

NEW YORK, NY 07-10-2007 — Travelport Limited, the parent company of the Travelport group of companies, confirmed today that Travelport and Worldspan, L.P. have received antitrust clearance from the U.S. Federal Trade Commission relating to the previously announced acquisition of Worldspan by Travelport.  The closing of the transaction remains subject to clearance by the European Commission. However, Travelport is optimistic that the pending EC approval will be concluded in time to permit the transaction to close in the third quarter of 2007.

The contemplated merger of Worldspan into Galileo, a subsidiary of Travelport, will establish a more effective and efficient travel distribution provider as the combined company will promote technology innovation and compete more effectively in an increasingly competitive market driven by demands for lower prices.  Travelport believes that the proposed transaction will both enhance competition and benefit travel suppliers and travel agents.

About Travelport
Travelport operates Galileo, a global distribution system (GDS); Orbitz Worldwide, an on-line travel agency; and Gullivers Travel Associates, a wholesaler of travel content. With 2006 revenues of $2.6 billion, the Company has 8,000 employees and operates in 130 countries.

Forward-Looking Statements
Certain statements in this press release constitute “forward-looking statements” that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements preceded by, followed by or that otherwise include the words “believes”, “expects”, “anticipates”, “intends”, “projects”, “estimates”, “plans”, “may increase”, “may fluctuate” and similar expressions or future or conditional verbs such as “will”, “should”, “would”, “may” and “could” are generally forward-looking in nature and not historical facts. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements.

Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this press release include, but are not limited to: our substantial indebtedness; our ability to service such indebtedness and the impact thereof on the way we operate our business; interest rate movements; factors affecting the level of travel activity, particularly air travel volume, including security concerns, natural disasters and other disruptions; general economic and business conditions, both nationally and in our markets; competition in the travel industry; pricing, regulatory and other trends in the travel industry; risks associated with doing business in multiple international jurisdictions and in multiple currencies; maintenance and protection of our information technology and intellectual property; the outcome of pending litigation; our ability to consummate the proposed acquisition of Worldspan; acquisition opportunities and our ability to successfully integrate acquired businesses and realize anticipated benefits of such acquisitions, including the proposed Worldspan acquisition; financing plans and access to adequate capital on favorable terms; and




our ability to achieve anticipated cost savings. Other unknown or unpredictable factors also could have material adverse effects on our performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this press release. Except to the extent required by applicable securities laws, the Company undertakes no obligation to release any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required by law.

Contacts
Elliot Bloom of Travelport
1-212-915-9110
E-mail: Elliot.Bloom@travelport.com

Investor Contact:
Raffaele Sadun of Travelport
1-973-939-1220
Email: Raffaele.Sadun@travelport.com



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