UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

 

FORM 8-K

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

 

 

Date of Report (date of earliest event reported): August 27, 2014

 

 

 

LIBERTY TRIPADVISOR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

12300 Liberty Blvd.

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

 

 

Registrant's telephone number, including area code: (720) 875-5200

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 1.01.  Entry into a Material Definitive Agreement

Item 2.01 Completion of Acquisition or Disposition of Assets

 

On August 27, 2014 at 5:00 p.m., New York City time (the “Effective Time”), Liberty Interactive Corporation (“Liberty”) completed its previously announced spin-off (the “Spin-Off”) of its former wholly-owned subsidiary Liberty TripAdvisor Holdings, Inc. (the “Company”).

 

The Spin-Off was accomplished by the distribution (the “Distribution”) by Liberty of a dividend of (i) one share of the Company’s Series A common stock for each outstanding share of Liberty’s Series A Liberty Ventures common stock as of 5:00 p.m., New York City time, on August 21, 2014 (such date and time, the “Record Date”) and (ii) one share of the Company’s Series B common stock for each outstanding share of Liberty’s Series B Liberty Ventures common stock as of the Record Date.  As a result of the Spin-Off, the Company is an independent, publicly traded company and its assets and liabilities consist of its 22% economic and 57% voting interest in TripAdvisor, Inc., its 100% ownership interest in BuySeasons, Inc., corporate level cash and cash equivalents of approximately $50 million and approximately $400 million indebtedness.  Prior to the Spin-Off, the Company distributed $350 million in cash to Liberty (the source of which was proceeds from the Company’s $400 million margin loan).

 

 Several agreements were entered into in connection with the Spin-Off (the “Spin-Off Agreements”):

 

 

The section of the prospectus (the “Prospectus”) forming a part of Amendment No. 4 to the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on August 11, 2014 (File No. 001-195705), entitled “Certain Relationships and Related Party Transactions—Relationships Between TripCo and Liberty and/or  Liberty Media,” which describes the material terms of the Spin-Off Agreements, is incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of the Spin-Off Agreements, which are filed as Exhibits 2.1, 10.1, 10.2, 10.3, and 10.4 and 10.5, respectively, to this Current Report on Form 8-K.

 

 

 

 

 

 

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Item 3.03.  Material Modification to Rights of Securities Holders

Item 5.03.  Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On August 27, 2014, the Company filed its Restated Certificate of Incorporation (the “Restated Charter”) with the Delaware Secretary of State, which was effective upon filing.  The Restated Charter provided for the reclassification of the Company’s former Common Stock, par value $0.01 per share, into the Company’s Series A common stock and Series B common stock  (along with the Company’s Series C common stock, the “Company Common Stock”).  The Restated Charter sets forth the terms of the Company Common Stock and describes the rights of holders of the Company Common Stock.  The Series A common stock and Series B common stock began trading on a when-issued basis on August 27, 2014 under the temporary symbols “LTPAV” and “LTPBV” and began trading in the regular way under the permanent symbols “LTRPA” and “LTRPB” on August 28, 2014.

Also on August 27, 2014, effective as of the Effective Time, the Company restated its bylaws (the “Bylaws”) to read as filed as Exhibit 3.3 this Current Report on Form 8-K.

 

The sections of the Prospectus entitled “Authorized Capital Stock”, “Our Common Stock”, “Our Preferred Stock” and “Other Provisions of our Certificate of Incorporation and Bylaws,” which describe certain provisions of the Restated Charter and Bylaws, are incorporated herein by reference. These descriptions are qualified in their entirety by reference to the full text of the Restated Charter and the Bylaws, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K.

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Resignation of Richard N. Baer from the Board of Directors

 

In connection with the closing of the Spin-Off, Richard N. Baer resigned from the Company’s board of directors, effective immediately prior to the Effective Time.  Mr.  Baer remains Senior Vice President and General Counsel of the Company.

 

Appointment  of New Directors

 

At the Effective Time, the size of the Company’s board of directors was increased to seven directors, and to fill the vacancies and newly created directorships resulting from the resignation described above and the expansion of the board of directors, John C. Malone, Michael J. Malone, Chris Mueller, Larry E. Romrell, Albert E. Rosenthaler and J. David Wargo were appointed to the board of directors of the Company. Following the appointments, the Company has a total of seven directors and John C. Malone serves as Chairman of the board of directors of the Company.  The directors of the Company will serve for an initial one-year term, and commencing with the election of directors at the 2015 annual meeting of the Company’s stockholders, the members of the Company’s board of directors (other than any directors who may be elected by holders of any then-outstanding preferred stock) will be divided into three classes. Mr. John C. Malone, Mr. Maffei and Mr. Rosenthaler will serve as members of the Executive Committee of the board of directors of the Company.  Mr. Michael J. Malone, Mr. Mueller and Mr. Wargo will serve as members of the Audit Committee of the board of directors of the Company.    Mr. Michael J. Malone, Mr. Romrell and Mr. Wargo will serve as members of the Compensation Committee of the board of directors of the Company.  The members of the Nominating and Corporate Governance Committee, as well as the chairmen of the foregoing committees (other than the Executive Committee, which will not have a chair), will be appointed at the first meeting of the board of directors following the Spin-Off.

 

 

 

 

 

 

 

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Officers of the Company

 

In connection with the Spin-Off, the individuals listed below, who served as the executive officers of Liberty prior to the Spin-Off, were elected and appointed to serve as executive officers of the Company. 

 

 

 

Item 8.01.  Other Events

On August 27, 2014,  Liberty issued a press release (the “Press Release”) announcing the completion of the Spin-Off. The full text of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

 

 

 

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Item 9.01.  Financial Statements and Exhibits

 

(b) The information required to be filed pursuant to Items 2.01 and 9.01 pursuant to Article 11 of Regulation S-X is incorporated by reference to the section of the Prospectus entitled “Pro Forma Financial Information” and the sections of the Financial Statements included in the Prospectus entitled “Liberty TripAdvisor Holdings, Inc. Historical Combined Financial Statements, Years ended December 31, 2013, 2012 and 2011” and “Liberty TripAdvisor Holdings, Inc. Historical Condensed Combined Financial Statements (unaudited), Three months ended March 31, 2014 and 2013.”

 

(d)  Exhibits

 

 

 

 

 

 

 

 

 

   

 

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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: September 3, 2014

 

LIBERTY TRIPADVISOR HOLDINGS, INC.

 

 

By:  /s/ Wade Haufschild

Name: Wade Haufschild

Title:  Vice President

 

 

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EXHIBIT INDEX

 

 

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