Orbitz 2011 Annual Report Download - page 14

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Item 1A. Risk Factors
Travelport's controlling holders control us and may have strategic interests that differ from ours or our other shareholders.
Currently, Travelport and investment funds that own and/or control Travelport's ultimate parent company beneficially
own approximately 55% of our outstanding common stock and therefore, indirectly control us. As a result of this ownership,
Travelport's controlling holders are entitled to nominate and elect all of our directors and own sufficient shares to determine the
outcome of any actions requiring the approval of our stockholders, including adopting most amendments to our certificate of
incorporation and approving or rejecting proposed mergers, significant new investments or divestments or sales of all or
substantially all of our assets.
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. 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, including us. 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 and is the Chairman of the Travelport Board of Directors. Mr.
Martin J. Brand, who is a Managing Director at The Blackstone Group, currently serves on the board of directors of Travelport
and serves on our board of directors. The fact that Mr. Clarke and Mr. Brand hold positions with 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, Ms. Jill A. Greenthal, who is a Senior Advisor in the Private Equity Group of The Blackstone Group, and Mr. Robert
L. Friedman, who is a Senior Managing Director of The Blackstone Group, currently serve 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
and Mr. Friedman hold positions with The Blackstone Group could create, or appear to create, a potential conflict of interest
when either of them face 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.
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.