Orbitz 2009 Annual Report Download - page 24

The interests of Travelport’s controlling holders may differ from those of our public shareholders in
material respects. Travelport’s controlling holders and their affiliates are in the business of making investments
in companies and maximizing the return on those investments. They currently have, and may from time to
time in the future acquire, interests in businesses that directly or indirectly compete with certain portions of
our business or our suppliers or customers or businesses on which we are substantially dependent, such as the
Travelport GDSs. For example, in an effort to increase its revenues and improve its overall profitability,
Travelport could seek to change the terms of its commercial relationships with its GDS customers. Because we
are limited in our ability to pursue alternative GDS options or direct connections with suppliers during the
term of our GDS agreement with Travelport, any such actions by Travelport could make us a less attractive
distribution channel to our suppliers, who could attempt to terminate or renegotiate their agreements with us,
and could place us at a competitive disadvantage relative to other online travel companies. See “We are
dependent on Travelport for our GDS services” below. In addition, Travelport’s customers, many of which are
also major suppliers to us, have previously sought and may in the future seek to exert commercial leverage
over us in an effort to obtain concessions from Travelport, which could negatively affect our access to travel
offerings and adversely affect our business and results of operations.
As long as Travelport’s controlling holders continue to indirectly own a significant amount of our
outstanding voting stock, even if that amount is less than 50%, they will continue to be able to strongly
influence or effectively control us. The interests of these holders may differ from our other shareholders’
interests in material respects.
Actual or potential conflicts of interest may develop between our management and directors as well as the
management and directors of Travelport.
Jeff Clarke serves as Chairman of our Board of Directors, while retaining his role as President, Chief
Executive Officer and Director of Travelport. The fact that Mr. Clarke holds positions with both Travelport
and us could create, or appear to create, potential conflicts of interest for him when he faces decisions that
may affect both Travelport and us. In addition, Mr. Paul C. Schorr IV, who is a senior managing director at
The Blackstone Group, and Mr. William J.G. Griffith, who is a general partner of TCV, and who both
currently serve on the board of directors of Travelport, serve on our board of directors. The fact that Mr. Schorr
and Mr. Griffith hold positions with their respective entities, Travelport and us, could create, or appear to
create, potential conflicts of interest when they face decisions that may affect two or more of these entities. In
addition, Jill A. Greenthal, who is a senior advisor in the Private Equity Group of The Blackstone Group,
currently serves on our board of directors. Affiliates of The Blackstone Group exercise control over
Travelport’s ultimate parent company and therefore, the fact that Ms. Greenthal holds a position with The
Blackstone Group could create, or appear to create, a potential conflict of interest when she faces decisions
that affect both Travelport and us.
Further, our certificate of incorporation provides that no officer or director of Travelport who is also an
officer or director of ours may be liable to us or our stockholders for a breach of any fiduciary duty by reason
of the fact that any such individual directs a corporate opportunity to Travelport instead of us or does not
communicate information regarding a corporate opportunity to us because the officer or director has directed
the corporate opportunity to Travelport. These provisions may have the effect of exacerbating the risk of
conflicts of interest between Travelport and us because the provisions effectively shield an overlapping
director/executive.
Because of their former positions with Travelport or its subsidiaries, some of our executive officers
retained interests in Travelport’s ultimate parent company, some of which may be significant relative to their
total assets. Continued ownership by our officers of these interests creates, or may create, the appearance of
conflicts of interest when these officers are faced with decisions that could have different implications for
Travelport than the decisions have for us. For example, potential conflicts of interest could arise in connection
with the resolution of any dispute between Travelport and us regarding the terms of commercial agreements
between the parties or their affiliates. Potential conflicts of interest could also arise if we enter into any other
commercial arrangements with Travelport in the future.
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