0001104659-07-064580.txt : 20070823 0001104659-07-064580.hdr.sgml : 20070823 20070823160908 ACCESSION NUMBER: 0001104659-07-064580 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070823 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070823 DATE AS OF CHANGE: 20070823 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: 071075741 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 a07-22601_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) August 23, 2007 (August 21, 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 2.01 Completion of Acquisition or Disposition of Assets.

On August 21, 2007, we issued a press release announcing the completion of the acquisition by Travelport LLC (f/k/a Travelport Inc.) of Worldspan Technologies Inc. (“Worldspan”) from its existing stockholders (the “Acquisition”) pursuant to an Agreement and Plan of Merger by and among Travelport LLC, Warpspeed Sub Inc., Worldspan, Citigroup Venture Capital Equity Partners, L.P., Ontario Teachers Pension Plan Board and Blackstone Management Partners V L.P., as amended (the “Merger Agreement”). The purchase price for Worldspan was approximately $1.4 billion.

Worldspan provides information, reservations, transaction processing and related services for airlines, travel agencies and other travel-related entities. Worldspan owns and operates a global distribution system (“GDS”) and provides traditional travel agencies, online travel agencies and corporate travel departments with access to and use of its GDS.

Other than the Merger Agreement in respect of the Acquisition, there are no material relationships between us and the selling stockholders or any of their respective affiliates, or any director of officer of our company or the selling stockholders.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

For the twelve months ended June 30, 2007, Worldspan revenue and EBITDA were $764 million and $171 million, respectively. These results are not adjusted for items for which Worldspan has adjusted historically and for which we intend to adjust going forward, including adding back Founding Airline Service Agreement (FASA) credits for services contracted to Delta and Northwest, settlement payments from certain travel agencies to exit contractual relationships, merger related compensation and legal fees, non-cash stock based compensation and other one time non-recurring items. In addition, these results remain subject to review as part of Travelport’s post-closing verification process and, therefore, are subject to revision based on such review and verification.

The information in this item is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement filed by Travelport Limited under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

To the extent required by this item, the financial statements will be filed by an amendment to this Current Report on Form 8-K within the time period permitted under Item 9.01(a)(4) of Form 8-K.

(b) Pro Forma Financial Information.

To the extent required by this item, the pro forma financial information will be filed by an amendment to this Current Report on Form 8-K within the time period permitted by Item 9.01(b)(2) of Form 8-K.

(d) Exhibits.

The following exhibits are filed as part of this report:

Exhibit No.		Description

99.1		Press Release dated August 21, 2007.

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: August 23, 2007

TRAVELPORT LIMITED
CURRENT REPORT ON FORM 8-K
Report Dated August 23, 2007 (August 21, 2007)

EXHIBIT INDEX

99.1 Press Release dated August 21, 2007.

EX-99.1 2 a07-22601_1ex99d1.htm EX-99.1

Exhibit 99.1

TRAVELPORT COMPLETES ACQUISITION OF WORLDSPAN, L.P. CREATING A GLOBAL LEADER IN TRAVEL DISTRIBUTION SERVICES

$1.4 Billion Deal Makes Travelport One Of The World’s Largest Networks Of Travel Brands

NEW YORK, August 21, 2007 — Travelport Limited, the parent company of the Travelport group of companies, announced today the completion of its $1.4 billion acquisition of Worldspan, L.P. This deal makes Travelport one of the world’s largest networks of travel brands, content and service offerings while enabling it to succeed in an increasingly competitive industry.

“With an expanded global footprint and proven track record of customer service and technology leadership, our global team will work to meet the evolving needs of our customers as a more effective and efficient travel distribution provider in a rapidly changing industry,” said Jeff Clarke, president and CEO of Travelport and chairman of Orbitz Worldwide. “We will be working on enhancements and operational efficiencies including systems integrity, fare accuracy, and ease-of-use that capitalize on the GDS knowledge and experience of Galileo and Worldspan.”

“Galileo will be enhanced by Worldspan’s online distribution technology platform, while Worldspan will benefit from Galileo’s expanded supplier base and expansive content,” said Gordon Wilson, president and CEO of the Travelport GDS division. “The complementary strengths of both companies will bring improved offerings for our agency and supplier customers, and we are particularly excited about the technology innovations and breadth of services we will be able to bring our suppliers and subscribers in the future.” The Travelport GDS division comprises the Galileo and Worldspan businesses; Shepherd Systems, an expert in the field of providing business and marketing intelligence to the travel industry; AiRes, the next generation server based internal airline IT product suite and Thor, a provider of distribution and marketing services to travel-related companies.

Travelport customers can expect to benefit from innovations that will provide an enhanced shopping experience, a rapid re-price system that will reduce the cost and time of refunding and exchanging airline tickets, and additional localized content for customers globally, among other new service offerings.

Currently, more than 750 travel suppliers, 63,000 travel agencies and millions of end consumers globally benefit from the travel distribution services provided by the two organizations. In 2006 alone, Galileo and Worldspan produced over 379 million air bookings, while operating in 145 countries and processing as many as 15,000 transactions per second.

About Travelport

Travelport operates Travelport GDS, comprised of Galileo and Worldspan, and GTA, a wholesaler of travel content. In addition, it also owns a controlling interest in Orbitz Worldwide, a leading, global online travel company. With 2006 revenues of $2.6 billion, Travelport has approximately 6000 employees and now operates in 145 countries.

Travelport is a private company owned by The Blackstone Group of New York, Technology Crossover Ventures of Palo Alto, California and One Equity Partners of New York.

Media Contact:
Elliot Bloom
973-939-1610
elliot.bloom@travelport.com

Investor Contact:
Raffaele Sadun
973-939-1220
raffaele.sadun@travelport.com