13D Filing: Elliott Associates, L.P. and Travelport Worldwide Ltd (TVPT)

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The
Reporting Persons may consider, explore and/or develop plans and/or make proposals (whether preliminary or firm) with respect
to, among other things, the matters set forth in the previous paragraph and potential changes in the Issuer’s operations, management,
organizational documents, Board composition, ownership, capital or corporate structure, sale transactions, dividend policy, and
strategy and plans.  The Reporting Persons intend to communicate with the Issuer’s management and Board about, and may enter
into negotiations with them regarding, the foregoing and a broad range of operational and strategic matters and to communicate
with other shareholders or third parties, including potential acquirers, service providers and financing sources regarding the
Issuer.  The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality
or similar agreements. The Reporting Persons may change their intentions with respect to any and all matters referred to in this
item 4.  They may also take steps to explore and prepare for various plans and actions, and propose transactions, before
forming an intention to engage in such plans or actions or proceed with such transactions.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, including without limitation, the Issuer’s financial position and strategic direction, the outcome of any discussions referenced above, overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer, including through transactions involving the Common Shares and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer in the open market or in private transactions, including through a trading plan created under Rule 10b5-1(c) or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the Common Shares without affecting their beneficial ownership of Common Shares.  In addition, the Reporting Persons may, at any time and from time to time, (i) review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and (ii) consider or propose one or more of the actions described  in subparagraphs (a) – (j) of Item 4 of Schedule 13D.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a)              As of the date hereof, Elliott, Elliott International and EICA collectively have beneficial ownership of approximately 8,042,484 Common Shares constituting approximately 6.4% of the Common Shares outstanding and combined economic exposure in the Issuer of approximately 14,774,669 Common Shares constituting approximately 11.8% of the Common Shares outstanding.
The aggregate percentage of the Common Shares reported owned by each person named herein is based upon 125,414,115 Common Shares outstanding, which is the total number of Common Shares outstanding as of February 16, 2018 as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Securities and Exchange Commission (the “SEC“) on February 20, 2018.
As of the date hereof, Elliott beneficially owned 2,573,598 Common Shares, including 413,144 Common Shares underlying Physical Derivative Agreements that Elliott may be deemed to beneficially own upon satisfaction of certain conditions, constituting 2.1% of the Common Shares outstanding.
As of the date hereof, Elliott International beneficially owned 5,468,886 Common Shares, including 877,931 Common Shares underlying Physical Derivative Agreements that Elliott International may be deemed to beneficially own upon satisfaction of certain conditions,  constituting 4.4% of the Common Shares outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 5,468,886 Common Shares beneficially owned by Elliott International, constituting 4.4% of the Common Shares outstanding.

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