Funded through proceeds of new debt issuance and deliverance of Tripadvisor stock
Certares permanently waives put right on remaining Preferred Shares
The Preferred Shares will be repurchased in exchange for a combination of:
$92 millionvalue of Tripadvisor, Inc.(“Tripadvisor”) common stock, and
Net proceeds from a proposed new issuance by
Liberty TripAdvisorof Exchangeable Senior Debentures with Tripadvisor common stock underlying (the “Exchangeable Debentures”), less
$35 millionto fund Liberty TripAdvisor’s anticipated working capital needs for several years
An amount sufficient to fund interest payments anticipated under the proposed Exchangeable Debentures through
March 27, 2025, the mandatory redemption date for the Preferred Shares and
- Certain transaction expenses.
In the Repurchase Agreement, Certares has (1) agreed to permanently waive the right to cause
“Skilled execution by Tripadvisor, despite a challenging 2020, has positioned the company well for an industry rebound and has been appreciated by the market. Certares, with their deep experience in travel, tourism and hospitality, has been a valuable partner to Tripadvisor since they made their investment in
“It’s been a productive year working with Tripadvisor and Liberty TripAdvisor,” said Greg O’Hara, Founder and Senior Managing Director of Certares. “We’re impressed with how the company handled the pandemic while remaining focused on future opportunities. We’re pleased that, through this agreement, we’ve achieved a monetization while fortifying our relationship, becoming a direct investor in Tripadvisor and continuing to hold a position in Liberty TripAdvisor.”
The number of Preferred Shares actually repurchased from Certares will depend upon the closing share price of Tripadvisor common stock on the date of pricing of the proposed private offering of Exchangeable Debentures and the amount of net proceeds from the issuance of the Exchangeable Debentures (including from the potential exercise of the option expected to be granted to the initial purchasers to purchase additional Exchangeable Debentures). Based on the closing share price of Tripadvisor common stock on
Certares has also permanently waived its right to appoint a preferred stock director to the Liberty TripAdvisor Board. Although Greg O’Hara will resign as a preferred stock director, the Liberty TripAdvisor Board has determined to immediately re-elect Mr. O’Hara as a Class III member elected generally with all other directors. Mr. O’Hara will also continue as Vice Chairman of the Liberty TripAdvisor Board and as a member of the Tripadvisor Board following the transaction.
Prior to the aforementioned transactions,
Concurrent with the closing of the Exchangeable Debentures,
All transactions referenced herein are subject to certain conditions and expected to be completed on or about
The offering of the Exchangeable Debentures will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the
This press release does not constitute an offer to sell or the solicitation of an offer to buy the Exchangeable Debentures nor shall there be any sale of the Exchangeable Debentures in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the repurchase of Preferred Shares, the issuance of Exchangeable Debentures, the timing of the closing of the transaction with Certares and the termination of the Credit Facility and the composition of the Liberty TripAdvisor Board. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, general market conditions and conditions to the repurchase of Preferred Shares and the issuance of Exchangeable Debentures. These forward-looking statements speak only as of the date of this press release, and
Established in 2012, Certares focuses on direct investments in proprietary transactions, leveraging deep sector experience in the travel and hospitality industries, and with a consistent emphasis on partnership with management teams to drive growth. Certares brings together a team with decades of both operational and investment experience in private equity, travel, tourism, hospitality and travel-related business and consumer services. For more information, please visit certares.com.