Long-Term Debt

3 Months Ended

Mar. 31, 2013

Long-Term Debt [Abstract]

Long-Term Debt

7. Long-Term Debt

Long-term debt consisted of:

(in $ millions)	Maturity(1)	March 31, 2013		December 31, 2012
Secured debt
Senior Secured Credit Agreement
Term loans
Dollar denominated	August 2015		1,064		1,064
Euro denominated	August 2015		276		284
“Tranche S”	August 2015		137		137
Revolver Borrowings
Dollar denominated			73		20
2012 Secured Credit Agreement
Dollar denominated term loan	November 2015		171		171
Second Priority Secured Notes
Dollar denominated floating rate notes	December 2016		229		225
Unsecured debt
Senior Notes
Dollar denominated floating rate notes	September 2014		122		122
Euro denominated floating rate notes	September 2014		195		201
97 /8% Dollar denominated notes	September 2014		429		429
9% Dollar denominated notes	March 2016		250		250
Senior Subordinated Notes
117 /8% Dollar denominated notes	September 2016		247		247
107 /8% Euro denominated notes	September 2016		179		184
Capital leases			92		96
Total debt			3,464		3,430
Less: current portion			92		38
Long-term debt			3,372		3,392

(1) Following the Company’s comprehensive debt refinancing in April 2013, approximately $19 million of its senior notes due September 2014 remain outstanding. The term loans maturing in August 2015 and November 2015 are subject to a reduction in maturity to May 2014 and August 2014, respectively, if the Company is unable to repay or refinance the outstanding senior notes by May 2014.

During the three months ended March 31, 2013, the Company borrowed $53 million under its revolving credit facility. As of March 31, 2013, the Company had outstanding borrowings to external lenders of $73 million under its revolving credit facility, with remaining external borrowing capacity of $45 million. Of the total external borrowing capacity available under the revolving credit facility, $57 million is set to expire in August 2013.

The Company has a $133 million letter of credit facility which matures in August 2015 and is collateralized by $137 million of restricted cash. The Company also has a $13 million synthetic letter of credit facility which matures in August 2013. As of March 31, 2013, the Company had approximately $114 million of commitments outstanding under its cash collateralized letter of credit facility and $11 million of commitments outstanding under its synthetic letter of credit facility. The commitments under these two facilities included approximately $68 million in letters of credit issued by the Company on behalf of Orbitz Worldwide, pursuant to the Company’s separation agreement with Orbitz Worldwide. As of March 31, 2013, the Company had $21 million of remaining capacity under its letter of credit facilities.

During the three months ended March 31, 2013, $4 million of interest was capitalized into the Second Priority Secured Notes, the Company repaid $4 million under its capital lease obligations, terminated $1 million of capital leases and entered into $1 million of new capital leases for information technology assets.

Foreign exchange fluctuations resulted in a $19 million decrease in the principal amount of euro denominated loans during the three months ended March 31, 2013.

In March 2013, the Company announced that it reached an agreement with certain of its Senior Note holders on comprehensive refinancing plans, including arrangements for the Company’s Senior Notes due in 2014 to extend the maturity date until 2016. The Company entered into a new second lien secured credit agreement and announced that its parent companies reached an agreement with lenders of Travelport Holdings Limited’s unsecured payment-in-kind term loans.

In April 2013, the Company together with its direct and indirect parent entities, completed its previously announced refinancing plans. In connection with this refinancing:

• The Company completed an exchange offer for substantially all of its existing Senior Notes due in September 2014 and March 2016, including the dollar denominated floating rates notes due 2014, Euro denominated floating rate notes due 2014, 9.875% dollar denominated notes due 2014 and 9% dollar denominated notes due 2016, for approximately $406 million of new 13.875% senior fixed rate notes due 2016 of which 2.5% is payable as payment-in-kind interest and new senior floating rate notes due 2016 of approximately $185 million (the “Senior Notes Exchange Offers”). In connection with the Senior Notes Exchange Offers, the holders of the new Senior Notes provided a waiver and release of all claims asserted related to the Company’s refinancing in 2011.

• The Company entered into a new second lien secured credit agreement (“Second Lien Credit Agreement”) and issued $630 million of Tranche 1 second priority secured loans due January 2016 (the “Tranche 1 Second Priority Secured Loans”). The cash proceeds were used to (i) repay $175 million of indebtedness outstanding under the 2012 Secured Credit Agreement, (ii) repay in cash approximately $395 million in the Senior Notes Exchange Offers, and (iii) pay consent fees in connections with the exchange offers and consent solicitations. The Tranche 1 Second Priority Secured Loans bear cash interest of LIBOR plus 8% per annum, with a minimum LIBOR floor of 1.5%.

• The Company completed an exchange offer for its existing Second Priority Secured Notes due December 2016 for an equal principal amount of new second priority secured notes due December 2016 (the “Tranche 2 Second Priority Secured Loans”). The Tranche 2 Second Priority Secured Loans bear interest of 8.375% (cash interest of 4% per annum and payment-in-kind interest of 4.375% per annum).

• The Company paid a consent fee to holders of the Company’s senior subordinated notes in exchange for a waiver and release of all claims asserted in connection with the Company’s refinancing in 2011 and amended certain restrictive covenants under the indentures for the senior subordinated notes.

• The Company’s direct parent holding company, Travelport Holdings Limited, acquired all of its outstanding Extended Tranche A Loans in exchange for (i) approximately 43.3% of the outstanding equity of Travelport Worldwide Limited (“Worldwide”), a parent company indirectly owning 100% of the Company, and (ii) $25 million of newly issued 11.875% senior subordinated notes of the Company due 2016, and acquired all of its outstanding Extended Tranche B Loans in exchange for approximately 34.6% of the outstanding equity of Worldwide.