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EX-10.1 - EXHIBIT 10.1 - Travelport Worldwide LTDt1700173_ex10-1.htm

 

 

 

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) January 20, 2017 (January 19, 2017)

 

 

 

Travelport Worldwide Limited

(Exact name of Registrant as specified in its charter)

 

 

 

Bermuda

(State or other jurisdiction

of incorporation)

001-36640

(Commission File No.)

98-0505105

(I.R.S. Employer

Identification Number)

     
 

Axis One, Axis Park

Langley, Berkshire, SL3 8AG,

United Kingdom

(Address of principal executive
office)

 

 

Registrant's telephone number, including area code +44-1753-288-000

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On January 19, 2017, we entered into an amendment (the “Amendment”) among Travelport Finance (Luxembourg) S.a.r.l., Travelport Limited, the Term C Lenders (as defined in the Amendment) and Deutsche Bank AG New York Branch to our credit agreement, dated as of September 2, 2014 (as amended by the Incremental Amendment to the Credit Agreement, dated as of January 16, 2015, and Amendment No. 2 to the Credit Agreement, dated as of June 23, 2016, the “Credit Agreement”). The Amendment, among other things, (i) amends the applicable rates to 2.25% per annum, in the case of base rate loans, and 3.25% per annum, in the case of LIBOR loans and (ii) resets the 1% premium on the repricing of the term loans under the Credit Agreement for a period of six months. The interest rate per annum applicable to the term loans remains based on a fluctuating rate of interest, at our election, equal to in the case of LIBOR loans, (i) LIBOR, plus the applicable rate or, in the case of base rate loans, (ii) the sum of the applicable rate and the greatest of (A) the federal funds effective rate plus 0.5%, (B) the rate as publicly announced from time to time by Deutsche Bank as its “prime rate” and (C) one-month LIBOR plus 1.00%. In addition, the term loans remain subject to a floor of 2.00% per annum, in case of base rate loans, and 1.00% per annum, in the case of LIBOR loans.

 

Certain of the agents and lenders party to the Amendment, and their respective affiliates, have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for us and our subsidiaries for which they have received, and will receive, customary fees and expenses.

 

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information described above under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are filed as part of this report:

 

Exhibit No.   Description
     
10.1   Amendment No. 3 to Credit Agreement, dated as of January 19, 2017 among Travelport Finance (Luxembourg) S.a.r.l., as borrower, Travelport Limited, the Term C Lenders and Deutsche Bank AG New York Branch.

 

 

 

 

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 WORLDWIDE LIMITED
     
  By: /s/ Rochelle Boas
   

Rochelle Boas

Senior Vice President and Secretary

 

Date: January 20, 2017

 

 

 

 

TRAVELPORT WORLDWIDE LIMITED

CURRENT REPORT ON FORM 8-K

Report Dated January 20, 2017 (January 19, 2017)

 

EXHIBIT INDEX

 

10.1   Amendment No. 3 to Credit Agreement, dated as of January 19, 2017 among Travelport Finance (Luxembourg) S.a.r.l., as borrower, Travelport Limited, the Term C Lenders and Deutsche Bank AG New York Branch.