Long-Term Debt

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Long-Term Debt

9. Long-Term Debt

Long-term debt consisted of:

(in $ millions)	Interest rate		Maturity(1)		June 30, 2014		December 31, 2013
Secured debt
Senior Secured Credit Agreement
Revolver borrowings
Dollar denominated(2)		L+4 1⁄4%		June 2018	$	—	$	—
Term loans
Dollar denominated(2)		L+5%		June 2019		1,519		1,525
Second Lien Credit Agreement
Tranche 1 dollar denominated term loan(3)		L+8%		January 2016		647		644
Tranche 2 dollar denominated term loan(4)		8 3⁄8%		December 2016		239		234
Unsecured debt
Senior Notes
Dollar denominated notes(5)		13 7⁄8%		March 2016		370		411
Dollar denominated floating rate notes(6)		L+8 5⁄8%		March 2016		177		188
Senior Subordinated Notes
Dollar denominated notes		11 7⁄8%		September 2016		159		272
Euro denominated notes		10 7⁄8%		September 2016		47		192
Capital leases						98		107
Total debt						3,256		3,573
Less: current portion						46		45
Long-term debt					$	3,210	$	3,528

(1) The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its debt outstanding under the second lien credit agreement or its unsecured debt prior to their maturity dates. (see Note 14—Subsequent Events)

(2) Minimum LIBOR floor of 1.25%

(3) Minimum LIBOR floor of 1.5%

(4) Cash interest of 4% and payment-in-kind interest of 4.375%

(5) Cash interest of 11.375% and payment-in-kind interest of 2.5%

(6) Cash interest of LIBOR+6.125% plus payment-in-kind interest of 2.5%

In March 2014, Travelport Worldwide Limited (“Travelport Worldwide”), the Company’s indirect parent company, acquired $43 million of dollar denominated senior subordinated notes and $92 million (€67 million) of euro denominated senior subordinated notes of the Company in exchange for its common shares. Travelport Worldwide contributed these senior subordinated notes to the Company, which the Company subsequently cancelled. The Company recorded this transaction as extinguishment of debt and recognized a loss of $5 million in its consolidated condensed statements of operations for the six months ended June 30, 2014.

In June 2014, Travelport Worldwide acquired an additional $70 million of dollar denominated senior subordinated notes, $52 million (€39 million) of euro denominated senior subordinated notes, $47 million of dollar denominated fixed rate senior notes and $13 million of dollar denominated floating rate senior notes of the Company in exchange for its common shares. Travelport Worldwide contributed these senior notes and senior subordinated notes to the Company, which the Company subsequently cancelled. The Company recorded this transaction as extinguishment of debt and recognized a loss of $9 million in its consolidated condensed statements of operations for the six months ended June 30, 2014.

On June 27, 2014, Travelport Worldwide launched an offer to exchange the senior notes and senior subordinated notes issued by the Company’s subsidiaries into its common shares. As of July 25, 2014, approximately $164 million in aggregate principal amount of notes were tendered and accepted in exchange for approximately 102 million common shares of Travelport Worldwide, at a value of $1.64 per common share.

On July 11, 2014, Travelport Worldwide entered into an agreement with certain term loan lenders to exchange approximately 58 million of its common shares, at a value of $1.64 per common share, for approximately $91 million of first lien and second lien term loans under Travelport LLC’s (the Company’s wholly-owned subsidiary) sixth amended and restated credit agreement and second lien credit agreement.

Based on the results of the exchange offers and the term loan exchange through the date of this Quarterly Report on Form 10-Q, Travelport Worldwide exchanged approximately 360.5 million of its common shares for approximately $571 million principal amount of total debt of the Company, and as such debt was canceled by the Company’s subsidiaries after such debt was contributed to the Company.

The Company also repaid $312 million of first lien term loans from the proceeds received from the sale of shares of Orbitz Worldwide (see Note 14—Subsequent Events).

During the six months ended June 30, 2014, the Company (i) repaid $8 million as its quarterly repayment of term loans, (ii) accreted $2 million as interest expense towards the repayment fee on the second lien Tranche 1 loans, (iii) amortized $3 million as discount on term loans, (iv) capitalized $13 million related to payment-in-kind interest into the senior notes and second lien Tranche 2 dollar denominated term loans and (v) repaid $15 million under its capital lease obligations and entered into $6 million of new capital leases for information technology assets.

The Company has a $120 million revolving credit facility with a consortium of banks under its senior secured credit agreement. During the six months ended June 30, 2014, the Company borrowed $50 million under this facility and repaid $50 million. As of June 30, 2014, the Company had no outstanding balance under its revolving credit facility with $120 million of remaining borrowing capacity under this facility.

The Company has a $137 million of cash collateralized letters of credit facility, maturing in June 2018. The terms under the letters of credit facility provide that 103% of cash collateral has to be maintained for outstanding letters of credit. As of June 30, 2014, $67 million of letters of credit were outstanding under the terms of the facility, against which the Company provided $70 million as cash collateral, and the Company had $70 million of remaining capacity under its letters of credit facility.

Debt Maturities

Aggregate maturities of debt as of June 30, 2014 are as follows (see Note 14—Subsequent Events):

(in $ millions)	Twelve Months Ending June 30,(2)
2015	$	46
2016		1,235
2017		481
2018		26
2019(1)		1,459
Thereafter		9
	$	3,256

(1) The term loans maturing in June 2019 and the revolver availability through June 2018 are subject to a reduction in maturity to November 2015, December 2015, June 2016 or September 2016 if the Company is unable to repay or refinance its outstanding debt under the second lien credit agreement or its unsecured debt prior to their maturity dates. (see Note 14—Subsequent Events)

(2) The above table excludes (i) $56 million of payment-in-kind interest and $7 million of repayment fees for the term loans under the second lien credit agreement and senior notes, of which $5 million of payment-in-kind interest has been accrued within other non-current liabilities as of June 30, 2014 and (ii) $23 million of debt discount on term loans under the senior secured credit agreement and second lien credit agreement.