Liberty TripAdvisor Holdings, Inc. Announces Proposed Private Offering of Exchangeable Senior Debentures
22 Março 2021 - 7:46AM
Business Wire
Liberty TripAdvisor Holdings, Inc. (“Liberty TripAdvisor”)
(NASDAQ: LTRPA, LTRPB) announced today that it intends to offer
$300 million aggregate original principal amount of exchangeable
senior debentures due 2051 (the “Debentures”), exchangeable for
Tripadvisor, Inc. (“TRIP”) common stock, in a private offering (or
up to $330 million aggregate original principal amount of
Debentures if the initial purchasers for the offering exercise in
full the option to purchase additional Debentures expected to be
granted to them). The Debentures will be exchangeable at the option
of holders during specified periods. Upon an exchange of
Debentures, Liberty TripAdvisor, at its option, may deliver shares
of TRIP common stock or the value thereof in cash or a combination
of shares of TRIP common stock and cash.
Liberty TripAdvisor intends to use the net proceeds of the
offering to fund the cash portion of the purchase price for the
repurchase of Liberty TripAdvisor 8% Series A Cumulative Redeemable
Preferred Stock (“Preferred Shares”) in a pending private
transaction (the “Certares Transaction”) with an affiliate of
Certares Management LLC (“Certares”), separately announced today by
Liberty TripAdvisor (and to pay fees and expenses related to such
transaction) and for other general corporate purposes.
Pursuant to a repurchase agreement with Certares, in the
Certares Transaction, among other things, Liberty TripAdvisor
expects to repurchase approximately 40% of the Preferred Shares
held by Certares, based on the closing price of shares of TRIP
common stock on March 19, 2021 and assuming the initial purchasers
elect to exercise in full the option to purchase additional
Debentures expected to be granted to them. The number of Preferred
Shares actually repurchased from Certares will depend upon the
closing price of shares of TRIP common stock on the date of pricing
of the proposed offering of Debentures and the amount of net
proceeds from the proposed Offering (including from the potential
exercise of the option expected to be granted to the initial
purchasers to purchase additional Debentures). The Certares
Transaction is subject to certain conditions and is expected to be
completed on or about March 29, 2021 (with a portion of the
Preferred Shares to be repurchased following the closing of the
initial purchasers’ option to purchase additional Debentures, if
exercised).
The offering of the 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 United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws. The
Debentures will be offered by means of an offering memorandum
solely to “Qualified Institutional Buyers” pursuant to, and as that
term is defined in, Rule 144A of the Securities Act.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the Debentures nor shall there be
any sale of 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.
Forward-Looking Statements
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 intended launch of a
private offering of Debentures and the use of proceeds therefrom,
the repurchase of Preferred Shares and the timing of the closing of
the transaction with Certares. 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. These forward-looking statements speak only as of the
date of this press release, and Liberty TripAdvisor expressly
disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statement contained herein to
reflect any change in Liberty TripAdvisor’s expectations with
regard thereto or any change in events, conditions or circumstances
on which any such statement is based. Please refer to the publicly
filed documents of Liberty TripAdvisor, including its most recent
Annual Report on Form 10-K, for risks and uncertainties related to
Liberty TripAdvisor which may affect the statements made in this
press release.
About Liberty TripAdvisor Holdings,
Inc.
Liberty TripAdvisor Holdings, Inc. (NASDAQ: LTRPA, LTRPB)
consists of its subsidiary Tripadvisor. Tripadvisor is the world’s
largest online travel community, aggregating reviews and opinions
from its community of travelers about destinations, accommodations,
restaurants and activities throughout the world.
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Liberty TripAdvisor Holdings, Inc. Courtnee Chun,
720-875-5420
Liberty TripAdvisor (NASDAQ:LTRPA)
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