TripAdvisor Files 8-K: Acquisition, Financial Obligations, Equity Sales

Ticker: TRIP · Form: 8-K · Filed: Dec 19, 2024 · CIK: 1526520

Tripadvisor, Inc. 8-K Filing Summary
FieldDetail
CompanyTripadvisor, Inc. (TRIP)
Form Type8-K
Filed DateDec 19, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$0, $0.2567, $0.01, $42,471,000, $330 million
Sentimentmixed

Sentiment: mixed

Topics: acquisition, debt, equity-sale

Related Tickers: TRIP

TL;DR

TripAdvisor just dropped an 8-K: acquired Viator, took on debt, and sold some stock. Big moves!

AI Summary

On December 18, 2024, TripAdvisor, Inc. entered into a material definitive agreement related to its acquisition of Viator. The company also disclosed the creation of a direct financial obligation and unregistered sales of equity securities. This filing includes information on financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for TripAdvisor, including a material acquisition and financial transactions that could impact its financial structure and future performance.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, all of which carry inherent risks and potential impacts on the company's financial health and stock performance.

Key Players & Entities

  • TripAdvisor, Inc. (company) — Registrant
  • Viator (company) — Acquired entity
  • December 18, 2024 (date) — Date of earliest event reported

FAQ

What specific material definitive agreement did TripAdvisor, Inc. enter into?

The filing indicates TripAdvisor, Inc. entered into a material definitive agreement related to its acquisition of Viator.

What are the key items reported in this 8-K filing?

The key items reported include entry into a material definitive agreement, creation of a direct financial obligation, unregistered sales of equity securities, Regulation FD disclosure, and financial statements and exhibits.

When was the earliest event reported in this filing?

The earliest event reported in this filing occurred on December 18, 2024.

What is TripAdvisor, Inc.'s principal executive office address?

TripAdvisor, Inc.'s principal executive office is located at 400 1st Avenue, Needham, MA 02494.

What is the SEC file number for TripAdvisor, Inc.?

The SEC file number for TripAdvisor, Inc. is 001-35362.

Filing Stats: 4,806 words · 19 min read · ~16 pages · Grade level 20 · Accepted 2024-12-19 07:29:32

Key Financial Figures

  • $0 — are of Series A common stock, par value $0.01, of LTRP (the " Series A Common Stoc
  • $0.2567 — ted into the right to receive from TRIP $0.2567 per share of Series A Common Stock in c
  • $0.01 — e Redeemable Preferred Stock, par value $0.01 per share, of LTRP (the " Series A Pref
  • $42,471,000 — receive from TRIP in the aggregate (A) $42,471,000 in cash, without interest (the " Series
  • $330 million — 1 (the " Debentures ") of approximately $330 million is expected to be repaid (i) at Closing
  • $0.001 — ares of Class B common stock, par value $0.001 of TRIP (" TRIP Class B Common Stock "
  • $16,310,000 — gated to pay a Termination Fee equal to $16,310,000 if the Merger Agreement is terminated b
  • $200,000 — addition, LTRP has agreed to pay up to $200,000 in the aggregate of reasonable out-of-p

Filing Documents

01

Item 1.01. Entry into a Material Definitive Agreement. On December 18, 2024 Tripadvisor, Inc., a Delaware corporation (" TRIP "), Liberty TripAdvisor Holdings, Inc., a Delaware corporation (" LTRP ") and Telluride Merger Sub Corp., a Delaware corporation (" Merger Sub ") and an indirect wholly-owned subsidiary of TRIP, entered into an Agreement and Plan of Merger (the " Merger Agreement "), pursuant to which and subject to the terms and conditions therein (i) Merger Sub will be merged with and into LTRP (the " Merger "), with LTRP surviving the Merger as the surviving corporation and an indirect, wholly-owned subsidiary of TRIP, and (ii) immediately following the Merger, LTRP (as the surviving corporation in the Merger) will be merged with and into TellurideSub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of TRIP (" ParentSub LLC ") (such merger, the " ParentSub LLC Merger "), with ParentSub LLC surviving the ParentSub LLC Merger as the surviving company and a wholly-owned subsidiary of TRIP. LTRP has beneficial ownership of approximately 21.0% of TRIP's outstanding common stock and approximately 56.8% of TRIP's voting power. Capitalized terms used herein but not otherwise defined have the meanings set forth in the Merger Agreement. Merger Consideration; Treatment of Equity Awards; Treatment of Restricted Stock Units; Treatment of Cash Awards Pursuant to the Merger Agreement: effective as of the effective time of the Merger (the " Effective Time "), each share of Series A common stock, par value $0.01, of LTRP (the " Series A Common Stock ") and Series B common stock, par value $0.01, of LTRP (the " Series B Common Stock " and together with the Series A Common Stock, collectively, the " Common Shares " and each a " Common Share ") issued and outstanding immediately prior to the Effective Time (excluding any Common Shares (i) owned by TRIP or Merger Sub, (ii) owned by LTRP as treasury stock, and (iii) held by stockholders who

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Pursuant to the Merger Agreement, under certain circumstances, TRIP will provide a loan facility (the " TRIP Loan Facility ") to LTRP of approximately $ 330 million, to repay the Debentures prior to Closing, which facility, among other things: (i) will be a term loan (which may be in the form of a delayed draw term facility), (ii) will have an interest rate equal to (A) the secured overnight financing rate as administrated by the Federal Reserve Bank of New York plus (B) 6.00%, which shall be repayable in kind (in lieu of payment in cash) on a quarterly basis (or such other time period as jointly agreed to by LTRP and TRIP), (iii) will mature on the earlier of (A) the Termination Date and (B) 15 business days after the valid termination of the Merger Agreement (for reasons other than the Termination Date having been reached), or such later date as jointly agreed to by LTRP and TRIP, (iv) will not be prepayable without the prior written consent of TRIP and must be repaid at maturity in cash, and (v) subject to customary exceptions and exclusions, will be secured by substantially all of the assets of LTRP and its subsidiaries.

02

Item 3.02. Unregistered Sales of Equity Securities The information set forth in Item 1.01 above is incorporated herein by reference. The shares issued as part of the Series A Preferred Share Merger Consideration are exempt from registration under Section 4(a)(2) of the Securities Act.

01

Item 7.01. Regulation FD Disclosure. On December 19, 2024, TRIP and LTRP issued a joint press release regarding the matters described in Item 1.01 of this Current Report on Form 8-K, a copy of which is filed as Exhibit 99.1, and is incorporated herein by reference. Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation dated December 19, 2024, that will be used by TRIP with respect to the matters described in Item 1.01 of this Current Report on Form 8-K. The information in this Item 7.01, including Exhibits 99.1 and 99.2, is 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 liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of TRIP under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filings.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits 2.1 Agreement and Plan of Merger, dated as of December 18, 2024, by and among LTRP, TRIP and Merger Sub 10.1 Voting Agreement, dated as of December 18, 2024, by and among TRIP, LTRP and Gregory B. Maffei 10.2 Voting Agreement, dated as of December 18, 2024, by and among TRIP, LTRP and Certares LTRIP LLC 10.3 Letter Agreement, dated as of December 18, 2024, by and among TRIP, LTRP and Certares LTRIP LLC 99.1 Press Release, dated December 19, 2024 99.2 Investor Presentation, dated December 19, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. TRIP hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. Cautionary Note Regar

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