TripAdvisor Enters Material Definitive Agreement

TL;DR

TripAdvisor just signed a big deal, could mean new financial obligations.

AI Summary

On July 8, 2024, TripAdvisor, Inc. entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of the registrant, along with a Regulation FD disclosure. The company is based in Needham, MA.

Why It Matters

This filing signals a significant new agreement for TripAdvisor, potentially impacting its financial obligations and future business operations.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements and financial obligations can introduce new risks and uncertainties for a company.

Key Players & Entities

• TripAdvisor, Inc. (company) — Registrant
• July 8, 2024 (date) — Date of earliest event reported
• Needham, MA (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $500.0 million — ent"). The Amendment provides for a new $500.0 million term loan B credit facility maturing Ju
• $195 million — lar basket not to exceed the greater of $195 million and 50% of Consolidated EBITDA for capi

Filing Documents

• trip-20240708.htm (8-K) — 64KB
• trip-ex10_1.htm (EX-10.1) — 1821KB
• trip-ex99_1.htm (EX-99.1) — 10KB
• img137533472_0.jpg (GRAPHIC) — 36KB
• 0000950170-24-082086.txt ( ) — 2355KB
• trip-20240708.xsd (EX-101.SCH) — 29KB
• trip-20240708_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On July 8, 2024, Tripadvisor, Inc., a Delaware corporation (the "Company"), Tripadvisor Holdings, LLC, a Massachusetts limited liability company ("Holdings"), and Tripadvisor LLC, a Delaware limited liability company ("Tripadvisor"), entered into the First Amendment (the "Amendment") by and among the Company, Holdings, Tripadvisor, the other Loan Parties party thereto, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent, which amends the Credit Agreement, dated as of June 26, 2015, as amended and restated as of June 29, 2023 (such amended and restated credit agreement, the "Restated Credit Agreement", and as amended by the First Amendment, the "Amended Credit Agreement"). The Amendment provides for a new $500.0 million term loan B credit facility maturing July 8, 2031, with an interest rate based on SOFR plus 2.75% (the "Term Loan B Facility"). The proceeds from the Term Loan B Facility will be used to redeem all $500.0 million aggregate principal amount of the Company's outstanding 7.000% Senior Notes due 2025. Any terms not otherwise defined herein shall have the meaning ascribed to it in the Amended Credit Agreement. The Amended Credit Agreement includes terms similar to those under the Restated Credit Agreement subject to certain changes and, among other things: Implements the Term Loan B Facility; Makes certain adjustments to the definition of "Consolidated EBITDA"; Increases the Available Amount by the portion of excess cash flow and asset sale, casualty and condemnation mandatory prepayments declined by lenders under the Term Loan B Facility, which may be used to make restricted payments and investments; Adds a separate dollar basket not to exceed the greater of $195 million and 50% of Consolidated EBITDA for capital leases and purchase money debt; Adds a separate "ratio debt" basket for additional indebtedness up to 3.5 times pro forma Total Net Leverage Rati

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01, "Entry into a Material Definitive Agreement," above is hereby incorporated by reference into this Item 2.03. Item7.01. Regulation FD Disclosure. On July 8, 2024, the Company issued a press release regarding the Term Loan B Facility. A copy of the press release is attached hereto as Exhibit 99.1. The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 10.1 First Amendment, dated July 8, 2024, to the Amendment and Restatement Agreement, dated as of June 29, 2023 by and among Tripadvisor, Inc., Tripadvisor Holdings, LLC, Tripadvisor, LLC, the other Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. 99.1 Press Release of Tripadvisor, Inc. dated July 8, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 thereunto duly authorized. TRIPADVISOR, INC. Date: July 8, 2024 By: / S / MICHAEL NOONAN Michael Noonan Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR