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EX-99.2 - EX-99.2 - Travelport LTD | y81641exv99w2.htm |
EX-99.1 - EX-99.1 - Travelport LTD | y81641exv99w1.htm |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 22, 2010 (January 15, 2010)
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) | |||
405 Lexington Avenue | ||||
New York, NY 10174 | ||||
(Address of principal executive office) |
Registrants telephone number, including area code (212) 915-9150
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)) |
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 15, 2010, our Board of Directors approved grants of restricted equity units and
conditional shares to certain executives of the Company, as described below. Such grants
are effective subject to, and conditional upon, the completion of the previously announced
proposed initial public offering of Travelport Holdings (Jersey) Limited (to be
re-registered as a public limited company and renamed Travelport plc), which is anticipated
to become the parent company of Travelport Limited, to institutions in the United Kingdom
and eligible institutional investors internationally (the Offering).
The Board of Directors of TDS Investor (Cayman) L.P. (the Partnership), our ultimate
parent company, approved the grants of restricted equity units (REUs) to certain
executives of the Company pursuant to the TDS Investor (Cayman) L.P. Fourth Amended and
Restated 2006 Interest Plan (the Interest Plan), the Sixth Amended and Restated Agreement
of Exempted Limited Partnership in respect of the Partnership (the Partnership Agreement)
and the award agreements to be entered into among the Partnership and each executive (the
Award Agreements). The REUs will be subject to one-year vesting, on the terms and
conditions set forth in the Award Agreements.
The form of the Partnership Agreement was filed as Exhibit 10.28 to the Annual Report on
Form 10-K filed by the Company on May 11, 2008. The form of the Interest Plan was filed as
Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Company for the quarter
ended March 31, 2009. Forms of the Award Agreements relating to such REU grants will be
filed as exhibits to our annual report for the year ended December 31, 2009.
Grants of REUs to our Named Executive Officers were as follows: Jeff Clarke, our President
and Chief Executive Officer 2,191,154 REUs; Gordon Wilson, our Deputy Chief Executive
Officer and President and Chief Executive Officer, GDS Business 1,032,668 REUs; Philip
Emery, our Chief Financial Officer 252,841; Kenneth Esterow, our President and Chief
Executive Officer, GTA Business 557,705 REUs; and Eric J. Bock, our Executive Vice
President, Chief Administrative Officer and General Counsel 447,822 REUs.
The Board also approved the grants of conditional share awards (Conditional Shares) to
certain executives of the Company to be issued under an incentive plan to be
effectuated by Travelport Holdings (Jersey) Limited in connection with the Offering. The Conditional Shares will vest over a four-year period, based on
the performance of the Travelport group, and on the terms and conditions to be set
forth in award agreements governing the grants of such Conditional Shares. These
grants currently are denominated in REU equivalents; however, the grants will be
issued as Conditional Shares, and the conversion ratio between the REUs and the
Conditional Shares will be established on the pricing of the Offering.
Grants to our Named Executive Officers under the IPO Awards were as follows: Jeff Clarke,
our President and Chief Executive Officer 3,543,307 REUs; Gordon Wilson, our Deputy Chief
Executive Officer and President and Chief Executive Officer, GDS Business 1,459,709 REUs;
Philip Emery, our Chief Financial Officer 832,035 REUs; Kenneth Esterow, our President
and Chief Executive Officer, GTA Business 885,827 REUs; and Eric J. Bock, our Executive
Vice President, Chief Administrative Officer and General Counsel 841,535 REUs.
On January 15, 2010, our Board of Directors approved a special bonus to our management,
including our Named Executive Officers: Jeff Clarke ($1,492,312.83); Gordon A. Wilson
($703,311.54); Philip Emery ($172,200.28); Kenneth S. Esterow ($379,831.73); and Eric J.
Bock
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($304,994.92). The payment of this special bonus also is conditional upon the completion
of the Offering.
Item 8.01 | Other Events. |
On January 20, 2010, Travelport LLC, an indirect wholly owned subsidiary of the Company, announced
that it commenced a tender offer to purchase for cash up to $350 million of its notes. The tender
offer is scheduled to expire at 11:59 p.m., New York City time, on February 17, 2010, unless
otherwise extended or earlier terminated. The completion of the tender offer is subject to the
satisfaction of certain conditions, including the completion of the Offering.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
A copy of
the press release supplementing the Offer to Purchase, correcting
certain of the aggregate principal amounts outstanding listed in the
Offer to Purchase dated January 20, 2010 and the related Letter of
Transmittal, is attached hereto as Exhibit 99.2 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 January 20, 2010. | |
99.2
|
Press Release, dated January 22, 2010. |
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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, Chief Administrative Officer and General Counsel | ||||
Date: January 22, 2010
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TRAVELPORT LIMITED
CURRENT REPORT ON FORM 8-K
Report Dated January 22, 2010 (January 15, 2010)
CURRENT REPORT ON FORM 8-K
Report Dated January 22, 2010 (January 15, 2010)
EXHIBIT INDEX
99.1
|
Press Release, dated January 20, 2010. | |
99.2
|
Press Release, dated January 22, 2010. |