Liberty TripAdvisor to repurchase 40% of 8% preferreds from Certares

By Taylor Fox

New York, March 22 – Liberty TripAdvisor Holdings, Inc. entered into an agreement to repurchase in a private transaction 40% of its 8% series A cumulative redeemable preferred stock held by Certares Management LLC, according to a news release.

The preferred shares will be repurchased in exchange for (i) $92 million in Tripadvisor, Inc. common stock and (ii) proceeds from Liberty TripAdvisor’s new issue of exchangeable senior debentures, less $35 million to fund Liberty TripAdvisor’s working capital needs, an amount to fund interest payments under the proposed debentures through March 27, 20225 and some transaction expenses.

In the repurchase agreement, Certares agreed to permanently waive the right to cause Liberty TripAdvisor to redeem preferred shares prior to the mandatory redemption date, granted Liberty TripAdvisor the option to repurchase all or a portion of the remaining preferred shares on or after March 27, 2024 and agreed to hold the Tripadvisor shares for a period of at least six months.

Liberty TripAdvisor agreed to provide Certares with the right to transfer up to 49% of the remaining preferred shares outstanding following the completion of the repurchase pursuant to the repurchase agreement, subject to its consent.

Certares also permanently waived its right to appoint a preferred stock director to the Liberty TripAdvisor board.

Greg O’Hara will resign as a preferred stock director, although the Liberty TripAdvisor board determined to immediately re-elect O’Hara as a class III member elected generally with all other directors. O’Hara will also continue as vice chairman of the Liberty TripAdvisor board and as a member of the Tripadvisor board following the transaction.

Liberty TripAdvisor and Certares also agreed that an additional diverse director will be added to the Liberty TripAdvisor board following the transaction.

Liberty TripAdvisor owns 18.2 million shares of Tripadvisor common stock, including 2.4 million shares pledged as collateral under its variable prepaid forward and 12.8 million shares of Tripadvisor class B common stock.

Based in Englewood, Colo., Liberty TripAdvisor Holdings consists of its subsidiary TripAdvisor, an online service that compiles reviews and opinions from travelers about destinations, accommodations, restaurants and activities throughout the world.

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