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TRAVELPORT WORLDWIDE LTD FILES (8-K) Disclosing Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits
[September 30, 2014]

TRAVELPORT WORLDWIDE LTD FILES (8-K) Disclosing Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits


(Edgar Glimpses Via Acquire Media NewsEdge) ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 24, 2014, as a result of the IPO, the Compensation Committee of our Board of Directors (the "Board") approved a discretionary bonus for certain members of our management, including our Named Executive Officers: Gordon Wilson ($529,126.27); Philip Emery ($211,681.85); Kurt Ekert ($293,414.42); and Eric Bock ($217,156.31). Also on September 24, 2014, as a result of the IPO, the Compensation Committee of our Board approved the conversion of the performance-based options held by Douglas Steenland, the Chairman of the Board, to time-based options upon the determination that the performance criteria were satisfied, with 50% vesting on April 15, 2015 and the remainder vesting on April 15, 2016. In addition, the Compensation Committee of our Board approved the form of award agreement for the restricted stock unit grants to be made to our directors, as disclosed in the Registration Statement. The form of director award agreement will be filed as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.



ITEM 5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On September 30, 2014, the Company amended and restated its Bye-laws, which are attached hereto as Exhibit 3.1 and incorporated herein by reference, effective on the date thereof.


On September 29, 2014, the Company amended and restated its Memorandum of Association, which is attached hereto as Exhibit 3.2 and incorporated herein by reference, effective on the date thereof.

ITEM 8.01 OTHER EVENTS.

Underwriting Agreement On September 24, 2014, the Company entered into an underwriting agreement with Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters listed in Schedule I thereto relating to the sale of the Common Shares in the IPO (the "Underwriting Agreement").

The Underwriting Agreement has been included as an exhibit to this Current Report on Form 8-K to provide you with information regarding its terms. The Underwriting Agreement contains representations and warranties that the parties thereto made to the other parties thereto as of specific dates. The assertions embodied in the representations and warranties in the Underwriting Agreement were made solely for purposes of the contract among the respective parties, and each may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms thereof. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a contractual standard of materiality different from those generally applicable to shareholders or may have been used for the purpose of allocating risk among the parties rather than establishing matters as facts.

The Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference.

Repayment of Bridge Loan Agreement As previously contemplated by the Registration Statement, the Company used $425 million of the proceeds from the IPO to repay in full the outstanding indebtedness under its subsidiary's senior unsecured bridge loan agreement on September 30, 2014.

-------------------------------------------------------------------------------- ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number Description 1.1 Underwriting Agreement, dated September 24, 2014, between the Company and Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters listed in Schedule I thereto.

3.1 Amended and Restated Bye-laws of the Company.

3.2 Amended and Restated Memorandum of Association of the Company.

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