0001140361-17-006809.txt : 20170214 0001140361-17-006809.hdr.sgml : 20170214 20170214122806 ACCESSION NUMBER: 0001140361-17-006809 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170214 DATE AS OF CHANGE: 20170214 GROUP MEMBERS: CHRISTOPHER PUCILLO GROUP MEMBERS: SOLUS GP LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Travelport Worldwide LTD CENTRAL INDEX KEY: 0001424755 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88357 FILM NUMBER: 17605814 BUSINESS ADDRESS: STREET 1: AXIS ONE, AXIS PARK CITY: LANGLEY, BERKSHIRE STATE: X0 ZIP: SL3 8AG BUSINESS PHONE: 44-1753-288-000 MAIL ADDRESS: STREET 1: AXIS ONE, AXIS PARK CITY: LANGLEY, BERKSHIRE STATE: X0 ZIP: SL3 8AG FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Solus Alternative Asset Management LP CENTRAL INDEX KEY: 0001407737 IRS NUMBER: 260173326 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 410 PARK AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-284-4300 MAIL ADDRESS: STREET 1: 410 PARK AVENUE, 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 formsc13ga.htm SOLUS ALTERNATIVE ASSET MANAGEMENT LP SC 13GA NO 2 12-31-2016 (TRAVELPORT WORLDWIDE LIMITED)
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
 

SCHEDULE 13G/A*
(Rule 13d-102)

Under the Securities Exchange Act of 1934
(Amendment No. 2)

Travelport Worldwide Limited
(Name of Issuer)

Common Stock
(Title of Class of Securities)

G9019D104
(CUSIP Number)

December 31, 2016
(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:

  S
Rule 13d-1(b)
£
Rule 13d-1(c)
£
Rule 13d-1(d)

(Page 1 of 8 Pages)
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
CUSIP No. G9019D104
13G/A
Page 2 of 8 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 
Solus Alternative Asset Management LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
N/A
 
 
 
 
6
SHARED VOTING POWER
 
 
5,964,652
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
N/A
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
5,964,652
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,964,652
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.81%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
IA
 
 
 
 
 
CUSIP No. G9019D104
13G/A
Page 3 of 8 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 
Solus GP LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
N/A
 
 
 
 
6
SHARED VOTING POWER
 
 
5,964,652
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
N/A
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
5,964,652
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,964,652
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.81%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
OO
 
 
 
 
 
CUSIP No. G9019D104
13G/A
Page 4 of 8 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
 
 
 
Christopher Pucillo
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☒
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
N/A
 
 
 
 
6
SHARED VOTING POWER
 
 
5,964,652
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
N/A
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
5,964,652
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
5,964,652
 
 
 
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
4.81%
 
 
 
 
12
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 
CUSIP No. G9019D104
13G/A
Page 5 of 8 Pages
 
Item 1(a).
Name of Issuer: Travelport Worldwide Limited (the "Issuer")

Item 1(b).
Address of Issuer's Principal Executive Offices:

Axis One, Axis Park, Langley, Berkshire, United Kingdom SL3 8AG

Item 2(a).
Name of Person Filing:

This statement is filed by:

(i)   Solus Alternative Asset Management LP, a Delaware limited partnership registered with the Securities and Exchange Commission (the “SEC"), which serves as the investment manager (the “Investment Manager”) to certain investment funds and/or accounts (the “Funds”), with respect to the shares of Common Stock (as defined in  Item 2(d) below) held by the Funds;

(ii)  Solus GP LLC, a Delaware limited liability company (the “GP”), which serves as the general partner to the Investment Manager, with respect to the shares of Common Stock held by the Funds; and

(iii) Mr. Christopher Pucillo (“Mr. Pucillo”), a United States citizen, who serves as the managing member to the GP with respect to the shares of Common Stock held by the Funds.
 
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 2(b).
Address of Principal Business Office or, if None, Residence:

410 Park Avenue, 11th Floor, New York, NY 10022

Item 2(c).
Citizenship:

(i)   Investment Manager: Delaware;
(ii)  GP: Delaware; and
(iii) Mr. Pucillo: United States of America.

Item 2(d).
Title of Class of Securities: Common stock, par value $0.0025 per share (the "Common Stock").

Item 2(e).
CUSIP Number: G9019D104
 
CUSIP No. G9019D104
13G/A
Page 6 of 8 Pages
 
Item 3.
If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
☐
Broker or dealer registered under Section 15 of the Act,
       
 
(b)
☐
Bank as defined in Section 3(a)(6) of the Act,
       
 
(c)
☐
Insurance Company as defined in Section 3(a)(19) of the Act,
       
 
(d)
☐
Investment Company registered under Section 8 of the Investment Company Act of 1940,
       
 
(e)
☒
Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
       
 
(f)
☐
Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
       
 
(g)
☒
Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
       
 
(h)
☐
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
       
 
 (i) ☐
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
     
 
(j)
☐
Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
     
 
(k)
☐
Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________

Item 4.
Ownership.

The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon the 124,032,361 shares of Common Stock reported to be outstanding by the Issuer as of November 3, 2016 in its Quarterly Report on Form 10-Q filed on November 3, 2016.

 
(a)
Amount beneficially owned: 5,964,652
 
(b)
Percent of class: 4.81%
 
(c)
(i)    Sole power to vote or direct the vote: N/A
 
(ii)
Shared power to vote or direct the vote: 5,964,652
 
(iii)
Sole power to dispose or direct the disposition: N/A
 
(iv)
Shared power to dispose or direct the disposition: 5,964,652
 
CUSIP No. G9019D104
13G/A
Page 7 of 8 Pages
 
Each Reporting Person hereby expressly disclaims beneficial ownership in the securities reported in this Schedule 13G/A and membership in a “group” as that term is described in Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended.

Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following: ☒
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8.
Identification and Classification of Members of the Group.

N/A

Item 9.
Notice of Dissolution of Group.

N/A

Item 10.
Certification.

The Reporting Persons hereby make the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
CUSIP No. G9019D104
13G/A
Page 8 of 8 Pages
 
SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Date: February 14, 2017
   
 
By:
/s/ Christopher Pucillo
 
Christopher Pucillo
 
individually and as managing member of
 
Solus GP LLC,
 
for itself and as the general partner of
 
Solus Alternative Asset Management LP