Liberty TripAdvisor Holdings, Inc. Closes Private Offering of $300 Million of 0.50% Exchangeable Senior Debentures Due 2051
March 26 2021 - 8:15AM
Business Wire
Liberty TripAdvisor Holdings, Inc. (“Liberty TripAdvisor”)
(Nasdaq: LTRPA, LTRPB) announced today that it has closed its
previously announced private offering of $300 million aggregate
original principal amount of its 0.50% exchangeable senior
debentures due 2051 (the “Debentures”). Liberty TripAdvisor also
granted the initial purchasers for the offering an option to
purchase additional Debentures in an aggregate original principal
amount of up to $30 million.
Upon an exchange of Debentures, Liberty TripAdvisor, at its
option, may deliver shares of Tripadvisor, Inc. (“TRIP”) common
stock or the value thereof in cash or a combination of shares of
TRIP common stock and cash. Initially, 14.3299 shares of TRIP
common stock are attributable to each $1,000 original principal
amount of Debentures, representing an initial exchange price of
approximately $69.78 for each share of TRIP common stock. A total
of 4,298,970 shares of TRIP common stock are attributable to the
Debentures (if the initial purchasers do not exercise their option
to purchase additional Debentures). Interest is payable quarterly
on March 31, June 30, September 30 and December 31 of each year,
commencing June 30, 2021. The Debentures may be redeemed by Liberty
TripAdvisor, in whole or in part, on or after March 27, 2025.
Holders of Debentures also have the right to require Liberty
TripAdvisor to purchase their Debentures on March 27, 2025. The
redemption and purchase price will generally equal 100% of the
adjusted principal amount of the Debentures plus accrued and unpaid
interest to the redemption date, plus any final period
distribution.
Liberty TripAdvisor intends to use the net proceeds of the
offering to fund the cash portion of the purchase price for the
repurchase of a portion of Liberty TripAdvisor’s 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”), previously
announced by Liberty TripAdvisor (and to pay fees and expenses
related to such transaction), and for other general corporate
purposes.
All figures below are based on the closing price of shares of
TRIP common stock of $53.68 on March 22, 2021.
Pursuant to a repurchase agreement with Certares (the
“Repurchase Agreement”), in the Certares Transaction, among other
things, Liberty TripAdvisor expects to repurchase approximately 39%
of the Preferred Shares held by Certares for an aggregate value of
approximately $344 million (or approximately 42% if the initial
purchasers elect to exercise in full the option to purchase
additional Debentures granted to them for an aggregate value of
approximately $373 million). The funds will be paid by Liberty
TripAdvisor to Certares using a combination of:
- $252 million of cash from a portion of the net proceeds from
the offering of Debentures (or $281 million if the initial
purchasers elect to exercise in full the option to purchase
additional Debentures granted to them)
- $92 million aggregate value of TRIP common stock owned by
Liberty TripAdvisor, equating to 1,713,859 shares
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).
After giving effect to the pending Certares Transaction and the
application of the net proceeds from the offering of
Debentures:
- Liberty TripAdvisor would have had outstanding, as of March 22,
2021, approximately 198 thousand shares of Series A Preferred Stock
with a redemption value of approximately $538 million (or
approximately 188 thousand shares with a redemption value of
approximately $509 million if the initial purchasers exercise in
full their option to purchase additional Debentures) that would
have been held by Certares
- Liberty TripAdvisor would have owned approximately 16.4 million
shares of TRIP common stock and approximately 12.8 million shares
of TRIP Class B common stock (which are convertible into TRIP
common stock on a 1-for-1 basis), representing an approximate 22%
economic interest and 58% voting interest in TRIP, based on the
total number of shares of TRIP common stock and Class B common
stock outstanding as of February 12, 2021
Liberty TripAdvisor elected to accrue the 8% annual dividend due
to Certares on March 1, 2021 to the per share liquidation value of
the Series A Preferred Stock, resulting in a per share liquidation
value of approximately $1,075 per share.
The Debentures have not been and 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 were 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 use of proceeds from
the offering of Debentures, the repurchase of Preferred Shares, the
shares of TRIP common stock to be delivered to Certares and the
timing of the closing of the Certares Transaction. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210326005086/en/
Liberty TripAdvisor Holdings, Inc. Courtnee Chun,
720-875-5420
Liberty TripAdvisor (NASDAQ:LTRPA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Liberty TripAdvisor (NASDAQ:LTRPA)
Historical Stock Chart
From Apr 2023 to Apr 2024