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OWW > SEC Filings for OWW > Form 8-K on 23-May-2014All Recent SEC Filings

Show all filings for ORBITZ WORLDWIDE, INC.

Form 8-K for ORBITZ WORLDWIDE, INC.


23-May-2014

Entry into a Material Definitive Agreement, Financial Statements and Exhib


Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 22, 2014, Orbitz Worldwide, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule B thereto (collectively, the "Underwriters"), and the selling stockholder named in Schedule A thereto (the "Selling Stockholder"), relating to the public offering of 7,500,000 shares of the Company's common stock, par value $0.01 per share, by the Selling Stockholder at a public offering price of $6.60 per share. The underwriters have a 30-day option to purchase up to an additional 1,125,000 shares from the Selling Stockholder.

The Underwriting Agreement includes customary representations, warranties and covenants by the Company and the Selling Stockholder. It also provides for customary indemnification by each of the Company, the Selling Stockholder and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities. The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.

The Company will not receive any proceeds from the sale of shares by the Selling Stockholder. The offering is being made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-192669) filed with the Securities and Exchange Commission on December 5, 2013, and the related prospectus supplement and accompanying prospectus. The offering is expected to close on May 29, 2014, subject to customary closing conditions.



Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit
No.          Description

1.1          Underwriting Agreement, dated as of May 22, 2014, by and among the
             Company, Credit Suisse
             Securities (USA) LLC and Morgan Stanley & Co. LLC, as representatives
             of the several underwriters named in Schedule B thereto, and the
             selling stockholder named in Schedule A thereto.


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