Liberty TripAdvisor Holdings, Inc. Announces the Completion of the Repurchase of 39% of the Outstanding Series A Preferred St...
March 29 2021 - 6:30PM
Business Wire
Liberty TripAdvisor Holdings, Inc. (“Liberty TripAdvisor”)
(Nasdaq: LTRPA, LTRPB) announced today that it has completed the
repurchase of 126,921 shares of its 8% Series A Cumulative
Redeemable Preferred Stock (“Preferred Shares”) in a private
transaction (the “Certares Transaction”) with an affiliate of
Certares Management LLC (“Certares”), previously announced by
Liberty TripAdvisor.
The 126,921 Preferred Shares repurchased by Liberty TripAdvisor
under the repurchase agreement with Certares (the “Repurchase
Agreement”) represent 39% of the Preferred Shares held by Certares,
and were repurchased for an aggregate value of approximately $344
million. Payment by Liberty TripAdvisor to Certares in connection
with the Certares Transaction consisted of a combination of:
- approximately $252 million of cash from a portion of the net
proceeds from a previously announced offering of 0.50% exchangeable
senior debentures due 2051 (the “Debentures”); and
- approximately $92 million aggregate value of Tripadvisor
(“TRIP”) common stock owned by Liberty TripAdvisor, consisting of
1,713,859 shares.
The details of the Certares Transaction are consistent with the
terms and conditions announced in Liberty TripAdvisor’s press
release dated March 22, 2021. The 126,921 Preferred Shares
repurchased will be retired.
Following the completion of the Certares Transaction:
- Liberty TripAdvisor has outstanding approximately 198 thousand
Preferred Shares with a redemption value, as of March 22, 2021, of
approximately $538 million; and
- Liberty TripAdvisor owns 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 TRIP Class B common stock
outstanding as of February 12, 2021.
An additional portion of the Preferred Shares may be repurchased
if the initial purchasers in the previously announced offering of
Debentures exercise their option to purchase additional
Debentures.
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 the 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 retirement of
Preferred Shares and the additional repurchase of Preferred Shares
as a result of the exercise of the initial purchasers’ option to
purchase additional Debentures. 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,
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