UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On March 23, 2021, Liberty TripAdvisor Holdings, Inc. (“Liberty TripAdvisor”) announced the pricing of an offering of $300 million aggregate original principal amount of its 0.50% exchangeable senior debentures due 2051 (the “Debentures”) pursuant to an exemption under the Securities Act of 1933, as amended. Liberty TripAdvisor has also granted to the initial purchasers an option to purchase additional Debentures with an aggregate principal amount of up to $30 million. 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 (the “Series A Preferred Stock”) in a pending private transaction with an affiliate of Certares Management LLC (“Certares”), previously announced by Liberty TripAdvisor (and to pay fees and expenses related to such pending transaction) and for other general corporate purposes.
The press release regarding the pricing of the offering attached hereto as Exhibit 99.1 is being furnished to the SEC under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Forward-Looking Statements
This Current Report on Form 8-K includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the offering of Debentures and the use of proceeds therefrom and the repurchase of Series A Preferred Stock. 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 and the satisfaction of the conditions to the closing of the transaction with Certares. These forward-looking statements speak only as of the date of this Current Report on Form 8-K, 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’s business which may affect the statements made in this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated March 23, 2021, regarding the pricing. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 23, 2021
| LIBERTY TRIPADVISOR HOLDINGS, INC. | ||
| By: | /s/ Wade Haufschild | |
| Name: Wade Haufschild | ||
| Title: Senior Vice President | ||