Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)
May 31 2019 - 10:54AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on May 31, 2019
Registration No. 333-207803
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 REGISTRATION STATEMENT NO. 333-207803
UNDER
THE SECURITIES ACT OF 1933
Travelport
Worldwide Limited
(Exact name
of registrant as specified in its charter)
Bermuda
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001-36640
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98-0505105
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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Axis One, Axis Park
Langley, Berkshire, SL3 8AG,
United Kingdom
+44-1753-288-000
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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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Rochelle J. Boas, Esq.
Senior Vice President, Legal & Corporate
Secretary
Axis One, Axis Park
Langley, Berkshire, SL3 8AG
United Kingdom
+44-1753-288-000
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copies to:
Andrew J. Nussbaum, Esq.
Igor Kirman, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Fax: (212) 403-2000
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Daniel Wolf, P.C., Esq.
Christian O. Nagler, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Fax: (212) 446-4900
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Approximate date of commencement of
proposed sale to the public: Not applicable.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:
¨
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box:
¨
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one).
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Large accelerated filer
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x
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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EXPLANATORY NOTE
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment (this “
Post-Effective
Amendment
”), filed by Travelport Worldwide Limited (the “
Registrant
”), deregisters all of the Registrant’s
common shares, par value $0.0025 per share (“
Shares
”), and any other securities remaining unissued under the
following Registration Statement on Form S-3ASR (the “
Registration Statement
”) filed by the Registrant
with the U.S. Securities and Exchange Commission (the “
Commission
”):
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·
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Registration Statement on Form S-3ASR (No. 333-207803), filed with the Commission on November
4, 2015, pertaining to the registration of an indeterminate aggregate offering price and number or amount of the Registrant’s
Shares, debt securities, preference shares, certain warrants, certain rights, and Shares to be sold by unnamed selling shareholders.
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Pursuant to an Agreement and Plan of Merger,
dated as of December 9, 2018 (as amended, modified or supplemented from time to time, the “
Merger Agreement
”),
by and among Toro Private Holdings III, Ltd. (“
Parent
”), following the execution of a joinder agreement, dated
December 11, 2018, Toro Private Holdings IV, Ltd., a wholly owned subsidiary of Parent (“
Merger Sub
”), and the
Registrant, Merger Sub merged with and into the Registrant, with the Registrant continuing as the surviving company and a wholly
owned subsidiary of Parent (the “
Surviving Company
,” and such merger, the “
Merger
”). The
Merger became effective on May 30, 2019.
As a result of the Merger, the offerings
pursuant to the Registration Statement have been terminated. In accordance with undertakings made by the Registrant in the
Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold
at the termination of the offerings, the Registrant hereby removes from registration all Shares and other securities registered
under the Registration Statement but not sold under the Registration Statement as of the date hereof, if any.
SIGNATURE
Pursuant to the requirements of the Securities Act
of 1933, as amended, Travelport Worldwide Limited certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the
above-referenced Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
Parsippany, New Jersey on May 31, 2019. No other person is required to sign this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 in reliance on Rule 478 of the Securities Act of 1933, as amended.
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TRAVELPORT WORLDWIDE LIMITED
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By:
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/s/ Rochelle J. Boas
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Name: Rochelle J. Boas
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Title: Senior Vice President and Corporate Secretary
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