UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
Pursuant to the Agreement and Plan of Merger, dated December 18, 2024, by and among Tripadvisor, Inc., a Delaware corporation (“TRIP”), Liberty TripAdvisor Holdings, Inc., a Delaware corporation (“LTRP”), and Telluride Merger Sub Corp., a Delaware corporation (the “Merger Agreement”), TRIP agreed to provide a loan facility to LTRP to enable LTRP to repurchase or settle LTRP’s 0.50% Exchangeable Senior Debentures due 2051 (the “Exchangeable Debentures”) prior to the closing of the merger contemplated by the Merger Agreement.
On March 20, 2025, TRIP, as Lender, LTRP, as Borrower, and LTRP’s wholly owned subsidiaries, as guarantors (the “Guarantors”), entered into a Loan Agreement (the “Loan Agreement”). Pursuant to the Loan Agreement, TRIP will extend credit in the form of a term loan facility in an aggregate principal amount of $330.8 million subject to the terms and conditions therein. The Loan Agreement provides that LTRP is required to use the proceeds from loans under the Loan Agreement solely to repurchase or settle its exchange obligations with respect to the Exchangeable Debentures in accordance with the terms of the Exchangeable Senior Debentures Indenture and the Merger Agreement and pay related fees, costs and expenses incurred in connection therewith. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Loan Agreement.
Under the Loan Agreement, LTRP has promised to pay TRIP the principal amount of the loan and all accrued interest in cash on (A) the earlier of (x) the Termination Date (as defined in the Merger Agreement) and (y) the day that is fifteen business days after the termination of the Merger Agreement or (B) such other date later than the date set forth in the immediately preceding clause (A) as may be agreed by LTRP and TRIP (the “Scheduled Maturity Date”). Funds borrowed under the Loan Agreement bear an interest rate equal to (A) Adjusted Term SOFR plus (B) 6.00% per annum, which shall accrue daily and compound and be payable in kind quarterly in arrears, beginning on June 30, 2025 and continuing on the last day of each fiscal quarter thereafter and on the Scheduled Maturity Date (each such date, an “Interest Payment Date”), and thereby increase the outstanding principal balance of such loan on the Interest Payment Date by adding the accrued interest to the outstanding principal amount of such loan; provided, that LTRP shall pay all accrued and not yet paid in kind interest in cash on the Scheduled Maturity Date. LTRP may prepay the loan, in whole or in part, solely upon the prior written consent of TRIP.
Funds borrowed under the Loan Agreement are secured by a continuing first priority lien on substantially all of LTRP’s and the Guarantors’ assets. The obligations of LTRP are guaranteed by each Guarantor on the terms set forth in the Loan Agreement.
The Loan Agreement also contains representations and affirmative and negative covenants customary for financings of this type, including, among other things, guarantee and collateral requirements, limitations on certain other indebtedness, capital expenditures, investments, liens, mergers, restructurings or liquidations, as well as customary events of default for financings of this type.
This description of the Loan Agreement is only a summary and is qualified in its entirety by reference to the full text of the Loan Agreement, which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Loan Agreement, by and among Liberty Tripadvisor Holdings, Inc., as Borrower, the guarantors from time to time party thereto and the Company, as Lender, dated March 20, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TRIPADVISOR, INC. | ||||||
| Date: March 21, 2025 | By: | /s/ Michael Noonan | ||||
| Michael Noonan | ||||||
| Chief Financial Officer | ||||||