UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On June 29, 2023, Tripadvisor, Inc., a Delaware corporation (“Tripadvisor”), Tripadvisor Holdings, LLC, a Massachusetts limited liability company (“Holdings”), and Tripadvisor LLC, a Delaware limited liability company, entered into the Amendment and Restatement Agreement (the “Restated Credit Agreement”), among Tripadvisor, Holdings, Tripadvisor LLC, the other Borrowers party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent. The Restated Credit Agreement provides for a $500.0 million revolving credit facility maturing June 29, 2028. The Restated Agreement amends and restates the Credit Agreement dated as of June 26, 2015 (as amended as of May 12, 2017, May 5, 2020 and December 17, 2020, the “Existing Credit Agreement”), among Tripadvisor, Holdings, Tripadvisor LLC, the other Borrowers from time to time party thereto, the Lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and J.P. Morgan Europe Limited, as London Agent. All defined terms not otherwise defined herein shall have the meaning ascribed to them in the Restated Credit Agreement.
The Restated Credit Agreement includes terms similar to those under the Existing Credit Agreement subject to certain changes and, among other
things:
| • | extends the maturity date of the credit facility from May 12, 2024 to June 29, 2028 (unless, on any date that is 91 days prior to the final scheduled maturity date in respect of any Specified Debt, the aggregate outstanding principal amount of Short-Dated Specified Debt is $200.0 million or more then the maturity date will be such business day); |
| • | maintains the aggregate amount of revolving commitments available under the Restated Credit Agreement at $500 million; |
| • | increases the Total Net Leverage Ratio from 3.5 to 4.5; |
| • | eliminates the cap on cash netting for unrestricted cash of the Borrower and Restricted Subsidiaries in excess of deferred merchant payables of the Borrower and Restricted Subsidiaries; |
| • | replaces the LIBOR interest rate benchmark with a SOFR interest rate benchmark; |
| • | adds the ability to incur Incremental Facilities, subject to certain conditions and restrictions; and |
| • | revises the pricing grid to increase the applicable ABR Spread, Term/Benchmark/RFR Spread and Commitment Fee Rates payable depending on the Total Net Leverage Ratio of Tripadvisor. |
The Restated Credit Agreement includes certain customary restrictions on the ability of Tripadvisor and its subsidiaries to, among other things, incur additional indebtedness, grant additional liens, and make investments, acquisitions, dispositions, distributions, and other payments, with certain exceptions as more specifically described in the Restated Credit Agreement.
The Restated Credit Agreement contains customary events of default. If an event of default occurs and is continuing, then, among other things, the lenders may declare any outstanding obligations under the Restated Credit Agreement to be immediately due and payable and exercise their rights and remedies against the collateral. The obligations under the Restated Credit Agreement are secured by substantially all assets, whether personal, tangible or intangible, of Tripadvisor and the Subsidiary Loan Parties as granted under the Security Documents. The foregoing description of the Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Credit Agreement filed as Exhibit 10.1 to Tripadvisor’s Current Report on Form 8-K (File No. 001-35362), filed with the Securities and Exchange Commission (the “SEC”) on July 6, 2023, and is incorporated herein by reference.
Certain of the agents and lenders under the Restated Credit Agreement, or their affiliates, have provided, and may in the future provide, certain commercial banking, financial advisory, and investment banking services in the ordinary
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course of business for Tripadvisor, its subsidiaries and certain of its affiliates, for which they receive customary fees and commissions.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01, “Entry into a Material Definitive Agreement,” above is hereby incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
10.1 | ||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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: July 6, 2023
LIBERTY TRIPADVISOR HOLDINGS, INC. | ||
By: | /s/ Katherine C. Jewell | |
Name: Katherine C. Jewell | ||
Title: Vice President | ||
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