Orbitz Worldwide (OWW) Agrees to Exchange $49.7M of Senior Debt for 8.16M Shares of Common Stock; Travelport to Invest $50M Through Common Stock

November 5, 2009 9:32 AM EST

Orbitz Worldwide, Inc. (NYSE: OWW) today announced two simultaneous transactions. In the first transaction PAR Investment Partners has entered into a definitive agreement to exchange $49.68 million of senior term debt for 8.16 million shares of the Company's common stock. In the second transaction, Travelport has entered into a definitive agreement to make a $50 million investment in the Company's common stock. Both equity investments were priced at $5.54 per share based on the market closing price of the Company's common stock on Tuesday, November 3, 2009. These investments are expected to close in January 2010.

"These significant investments in Orbitz by PAR and Travelport demonstrate confidence in our company's strategic direction, operating team and ability to grow the business. These transactions will enable us to reduce our debt by $50 million, increase our cash by $50 million and give us additional operating flexibility as we pursue the growth of our global hotel distribution business," said Barney Harford, president and CEO, Orbitz Worldwide. "PAR is a respected investor in the travel sector, and we look forward to their deepened involvement in our business. We also welcome the strong vote of confidence in Orbitz from Travelport and its controlling owner, Blackstone."

Terms of the Transactions

The definitive agreement with PAR provides that PAR will exchange $49.68 million aggregate principal amount of the Company's senior term debt for 8.16 million newly-issued shares of the Company's common stock. Orbitz Worldwide will retire the debt it receives from PAR in accordance with the amendment to its senior credit agreement that it entered into with lenders in June 2009.

The definitive agreement with Travelport provides that Travelport will purchase 9.025 million newly-issued shares of the Company's common stock. Blackstone and its controlled affiliates, which include Travelport, currently own 55.0 percent of the Company's common stock. After this investment, taking into account the dilution arising from the transactions, Blackstone and its affiliates are expected to own 54.5 percent of the Company's outstanding common stock. The funds received from Travelport are expected to be used for general corporate purposes, which could include additional investments and debt repayments.

Under the terms of the agreements, PAR will be granted the right to name one director and Travelport will be granted the right to name one additional director to the Orbitz Worldwide Board of Directors. These additions will increase the total number of directors from eight to ten.

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