By Abigail W. Adams
Portland, Me., March 23 – Liberty TripAdvisor Holdings, Inc. priced $300 million of exchangeable debentures due 2051 after the market close on Monday at par with a coupon of 0.5% and an initial exchange premium of 30%, according to a company news release.
Pricing came at the cheap end of talk for a coupon of 0.25% to 0.5% and an initial exchange premium of 30% to 35%, according to a market source.
The debentures will be issued by Liberty TripAdvisor Holdings and exchangeable for TripAdvisor Inc. common stock.
BofA Securities Inc. (lead left), Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC were active bookrunners for the Rule 144A offering, which carries a greenshoe of $30 million.
The debentures are non-callable until March 27, 2025 and then freely callable.
They are putable on March 27, 2025.
Proceeds will be used to fund the repurchase of the company’s 8% series A cumulative redeemable preferred stock in a private transaction with Certares Management LLC.
Liberty TripAdvisor will repurchase approximately 39% of the preferred shares held by Certares for an aggregate value of $344 million, or 42% of the preferred shares for $373 million if the greenshoe is exercised in full.
The repurchase will be funded by $252 million in net proceeds and $92 million or 1,713,859 shares of TripAdvisor common stock.
Liberty TripAdvisor is the holding company for its subsidiary TripAdvisor.
| Issuer: | Liberty TripAdvisor Holdings, Inc.
|
| Securities: | Debentures exchangeable for TripAdvisor Inc. stock
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| Amount: | $300 million
|
| Greenshoe: | $30 million
|
| Maturity: | 2051
|
| Bookrunners: | BofA Securities Inc. (lead left), Morgan Stanley & Co. LLC, and J.P. Morgan Securities LLC
|
| Coupon: | 0.5%
|
| Price: | Par
|
| Yield: | 0.5%
|
| Exchange premium: | 30%
|
| Exchange price: | $69.78
|
| Exchange rate: | 14.3299
|
| Call options: | Non-callable until March 27, 2025 and then freely callable
|
| Put options: | Putable on March 27, 2025
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| Pricing date: | March 22
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| Settlement date: | March 25
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| Distribution: | Rule 144A
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| Talk: | Coupon of 0.25% to 0.5% and initial exchange premium of 30% to 35%
|
| Stock symbol: | Nasdaq: TRIP
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| Stock price: | $53.68 at market close March 22
|
| Market capitalization: | $7.24 billion
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