UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON~~Washington, D.C. 20549 _____________________

~~________________~~FORM 8-K _____________________

~~FORM~~Current ~~8-K~~Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 30, 2019

~~________________~~_____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 15, 2019

________________

Travelport Worldwide Limited

(Exact name of registrant as specified in its charter) _____________________

________________

Bermuda	001-36640	98-0505105
*(State or other jurisdiction* *of incorporation)*	*(Commission* *File Number)*	*(IRS 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)

Bermuda (State or other jurisdiction of incorporation)	001-36640 (Commission File Number)	98-0505105 (IRS Employer Identification No.)
	Axis One, Axis Park Langley, Berkshire, SL3 8AG, United Kingdom (Address of principal executive offices)

_____________________

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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares, Par Value $0.0025		TVPT		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

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 13(a) of the Exchange Act. ¨

~~Item~~Introductory ~~5.07 Submission of Matters to a Vote of Security Holders.~~Note

AThis ~~special~~Current ~~general~~Report ~~meeting~~on ~~(the~~Form ~~“Special General~~8-K ~~Meeting”)~~is ofbeing filed ~~the~~in ~~shareholders~~connection ofwith ~~Travelport Worldwide Limited (“Travelport” or~~ the ~~“Company”) was~~consummation, ~~convened at 10:00 a.m. Eastern Time~~ on ~~March~~May 1530, 2019, toof ~~consider~~the ~~and~~Merger ~~vote~~(as ~~upon~~defined (ibelow) acontemplated ~~proposal~~by tothat ~~approve~~certain ~~the~~ Agreement ~~and~~ and Plan of Merger, dated as of December 9, 2018 (the “Merger Agreement”), by and among Travelport Worldwide Limited, a Bermuda exempted company (the “Company”), Toro Private Holdings III, Ltd., a private limited company organized under the laws of England and Wales (“Parent”), and, following the execution of a joinder ~~agreement~~ dated December 11, 2018, Toro Private Holdings IV, Ltd. ~~(“Merger Sub”)~~, ~~pursuant~~a toBermuda ~~which~~exempted ~~Merger Sub will merge with and into Travelport, with Travelport continuing as the surviving~~ company and a wholly owned subsidiary of Parent (~~the~~ “Merger Sub”),. Pursuant to the Merger Agreement and the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act ~~1981~~, as amended, ~~and the~~ Merger ~~(collectively,~~Sub ~~the~~was ~~“Merger Proposal”),~~merged ~~(ii)~~with ~~any~~and ~~proposal~~into ~~to adjourn~~ the ~~Special General Meeting to a later date or dates~~Company, ifwith ~~necessary and appropriate, to solicit additional proxies if there are insufficient votes to approve~~ the ~~Merger~~Company ~~Proposal~~continuing atas the ~~time of the Special General~~surviving ~~Meeting~~company ~~(the “Adjournment Proposal”)~~ and ~~(iii)~~ a ~~proposal~~wholly toowned ~~approve,~~subsidiary onof anParent ~~advisory~~ (~~non-binding)~~such ~~basis~~merger, the ~~compensation~~ ~~that may be paid or become payable to Travelport’s named executive officers in connection with the Merger (the~~ “~~Compensation Advisory Proposal~~Merger”).

~~The~~Item ~~final~~1.01. ~~voting~~Entry ~~results~~into asa toMaterial ~~each~~Definitive proposal (each of which proposal is described in greater detail in the definitive proxy statement filed by Travelport with the Securities and Exchange Commission (the “SEC”) on February 13, 2019) are set forth belowAgreement.

~~Proposal~~On ~~One~~May –30, ~~The~~2019, ~~Merger~~in ~~Proposal.~~connection ~~The~~with the Merger, ~~Proposal~~certain ~~was~~subsidiaries ~~approved~~of the Company entered into a guaranty of the obligations of Parent under each of (i) a first lien credit agreement with Bank of America, N.A., ~~Voting~~as ~~results~~administrative ~~were~~agent, collateral agent, a letter of credit issuer and a lender, and the other lenders and letter of credit issuers party thereto, providing for a $2,800 million first lien term loan and a $150 million first lien revolving credit facility (collectively, the “New First Lien Credit Facilities”), and (ii) a second lien credit agreement with Bank of America, N.A., as ~~follows:~~administrative agent, collateral agent and a lender, and the other lenders party thereto, providing for a $500 million second lien term loan (the “New Second Lien Credit Facility” and, together with the New First Lien Credit Facilities, collectively, the “New Credit Facilities”). Immediately following the initial borrowings under the New Credit Facilities, a subsidiary of the Company assumed the obligations of Parent under the New Credit Facilities.

For		Against		Abstain		Broker Nonvotes
91,511,241		104,144		876,760		0

The information set forth in the Introductory Note is incorporated by reference into this Item 1.01.

~~Proposal~~Item ~~Two - The Adjournment Proposal~~1. ~~Because~~02. ~~there~~Termination ~~were sufficient votes from Travelport’s shareholders to approve the Merger Proposal, adjournment~~ of ~~the~~ ~~Special~~a ~~General~~Material ~~Meeting~~Definitive ~~was unnecessary~~Agreement. ~~Voting results were as follows:~~

For		Against		Abstain		Broker Nonvotes
85,298,325		6,317,045		876,775		0

Credit Agreement. On May 30, 2019, in connection with the Merger, Travelport Limited, a wholly owned subsidiary of the Company, Travelport Finance (Luxembourg) S.à.r.l., a wholly owned subsidiary of Travelport Limited, and certain other subsidiaries of Travelport Limited terminated the Credit Agreement (including the Loan Documents, as defined therein), dated as of March 16, 2018, by and among Travelport Limited, Travelport Finance (Luxembourg) S.à.r.l., as the borrower, the other guarantors party thereto from time to time, Goldman Sachs Bank USA, as administrative agent, collateral agent and letter of credit issuer, and the other lenders and letter of credit issuers party thereto from time to time, and all obligations thereunder, other than certain indemnity obligations, were repaid, satisfied and discharged in full.

~~Proposal~~Satisfaction ~~Three~~and –Discharge ~~The~~of ~~Compensation~~Indenture. On ~~Advisory~~April ~~Proposal~~30, 2019, Travelport Corporate Finance PLC, a subsidiary of the Company (the “Issuer”) directed U.S. ~~The~~Bank, ~~Compensation~~National ~~Advisory~~Association, ~~Proposal~~as trustee and collateral agent (the “Trustee”), under the indenture, dated as of March 16, 2018 (the “Indenture”), by and among the Issuer, the guarantors from time to time party thereto and the Trustee, to issue a conditional notice of full redemption to redeem $745 million in aggregate principal amount of the Issuer’s outstanding 6.00% Senior Secured Notes due March 2026 (the “Notes”). On May 30, 2019, in connection with the Merger, the Issuer deposited the redemption price for the Notes with the Trustee, and the Indenture was ~~approved~~satisfied and discharged. ~~Voting~~The ~~results~~Notes were redeemed on May 30, 2019, at a price equal to 100% of their principal amount plus the Applicable Premium (as ~~follows:~~defined in the Indenture), plus accrued and unpaid interest to, but excluding, the redemption date.

For		Against		Abstain		Broker Nonvotes
71,910,191		19,624,668		957,286		0

Termination of Certain Compensation Plans. At the effective time of the Merger, in connection with the Merger, the Travelport Officer Deferred Compensation Plan and the Travelport Worldwide Limited 2014 Employee Stock Purchase Plan, including the United Kingdom and Ireland subplans, were terminated.

~~Item~~The information set forth in the Introductory Note of this Current Report on Form 8~~.01~~-K ~~Other~~is ~~Events~~incorporated by reference into this Item 1.02.

~~The~~Item ~~completion~~2.03 Creation of ~~the~~a ~~Merger~~Direct isFinancial ~~subject to~~Obligation ~~the satisfaction~~ or ~~waiver~~an ofObligation ~~the remaining conditions set forth in the Merger Agreement, including the receipt of the remaining requisite consent~~ under ~~applicable~~an ~~laws~~Off-Balance inSheet ~~Russia.~~Arrangement ~~The Company currently expects the Merger to be consummated in the first half~~ of ~~2019, as previously disclosed~~Registrant.

AThe ~~copy~~information ofset ~~the~~forth ~~Merger~~in ~~Agreement~~the ~~was filed~~Introductory asNote ~~Exhibit~~and 2.under Item 1.01 toof ~~the~~this Current Report on Form 8-K ~~filed by the Company with the SEC on December 10, 2018, and~~ is incorporated by reference into this Item 82.0103.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of December 9, 2018, by and among Travelport Worldwide Limited, Toro Private Holdings III, Ltd. and, following the execution of a joinder, Toro Private Holdings IV, Ltd. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on December 10, 2018)

Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” that are not limited to historical facts, but reflect the Company’s current beliefs, expectations or intentions regarding future events. In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “potential,” “should,” “will”, and “would” or other similar words. Any statements that refer to expectations or other characterizations of future events, circumstances or results are forward-looking statements. These forward-looking statements include, without limitation, the Company’s expectations with respect to the costs and other anticipated financial impacts of the proposed transaction; future financial and operating results of the Company; the Company’s plans, objectives, expectations and intentions with respect to future operations and services; the satisfaction of the closing conditions to the proposed transaction; and the timing of the completion of the proposed transaction.

All forward-looking statements involve significant risks and uncertainties that could cause future results to differ from those expressed by the forward-looking statements, many of which are generally outside the control of the Company and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to, (i) the possibility that the proposed transaction is delayed or does not close, including due to the failure to receive required regulatory approvals, the taking of governmental action to block the proposed transaction, the inability to obtain required financing, or the failure of other closing conditions, and (ii) the possibility that expected financial results will not be realized, or will not be realized within the expected time period, because of, among other things, factors affecting the level of travel activity, particularly air travel volume, including security concerns, pandemics, general economic conditions, natural disasters and other disruptions; general economic and business conditions in the markets in which the Company operates, including fluctuations in currencies, particularly in the U.S. dollar, and the economic conditions in the Eurozone; pricing, regulatory and other trends in the travel industry; the Company’s ability to obtain travel provider inventory from travel providers, such as airlines, hotels, car rental companies, cruise lines and other travel providers; the Company’s ability to develop and deliver products and services that are valuable to travel agencies and travel providers and generate new revenue streams; maintenance and protection of the Company’s information technology and intellectual property; the impact on travel provider capacity and inventory resulting from consolidation of the airline industry; the impact the Company’s outstanding indebtedness may have on the way the Company operates its business; the Company’s ability to achieve expected cost savings from the Company’s efforts to improve operational and technology efficiency, including through the Company’s consolidation of multiple technology vendors and locations and the centralization of activities; the Company’s ability to maintain existing relationships with travel agencies and to enter into new relationships on acceptable financial and other terms; and the Company’s ability to grow adjacencies, such as payment and mobile solutions; and the impact on business conditions worldwide as a result of political decisions, including the United Kingdom’s decision to leave the European Union.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by which, such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. The factors listed in the section captioned “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 22, 2019, provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in the forward-looking statements. You should be aware that the occurrence of the events described in these risk factors and elsewhere could have an adverse effect on the Company’s business, results of operations, financial position and cash flows.

Forward-looking statements speak only as of the date the statements are made. The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information except to the extent required by applicable securities laws. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect thereto or with respect to other forward-looking statements. For any forward-looking statements contained in any document, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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.

Dated: March 15, 2019	TRAVELPORT WORLDWIDE LIMITED
	TRAVELPORT WORLDWIDE LIMITED
	By:	/s/ Rochelle J. Boas
Date: May 30, 2019	By:	/s/ Rochelle J. Boas
	Name: Rochelle J. Boas
	Name:	Rochelle J. Boas
	Title: Senior Vice President and Corporate Secretary
	Title:	Senior Vice President and Corporate Secretary

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