Tripadvisor, Inc. · NASDAQ:TRIP
Tripadvisor — Merger or Acquisition (December 2024)
16 slides from Tripadvisor's merger presentation, Dec 19, 2024
Slide 1: Tripadvisor and Liberty TripAdvisor Planned Merger
Tripadvisor and Liberty TripAdvisor Planned Merger December 19, 2024
Slide 2: Cautionary Note Regarding Forward Looking Statements
Cautionary Note Regarding Forward Looking Statements 2 Tripadvisor This presentation, including slides contained herein, contain certain forward - looking statements within the meaning of Section 2 7A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
Slide 3: Transaction Summary
Transaction Summary ● Tripadvisor, Inc. (“Tripadvisor” or the “Company”) to acquire Liberty TripAdvisor Holdings, Inc. for a total merger consideration of approximately $435 million (the “Transaction”), including the following: i) Each share of Liberty TripAdvisor Series A and Series B common stock
Slide 4: Sources and Uses
Sources and Uses 4 Tripadvisor Note: Equity value to Series A preferred holder based on 10 - day VWAP of $13.98 at 12/17/2024.
Slide 5: Retiring 19% of Share Capital at an Attractive Price
Retiring 19% of Share Capital at an Attractive Price 5 Tripadvisor Implied premium to 10 - day VWAP of 16% Notes: 19% of share capital based on ~139 million issued and outstanding shares as of 9/30/24. Equity value to Series A preferred holder based on 10 - day VWAP of $13.98 at 12/17/2024.
Slide 6: Transaction Benefits
Transaction Benefits ● Results in a meaningful buyback of ~19% of shares of Tripadvisor’s common stock and Class B common stock at an attractive price ● Simplifies ownership structure with alignment of voting power and economic ownership for all Tripadvisor shareholders ● Provides more strategic fle
Slide 7: Strong Liquidity Post-Transaction
Strong Liquidity Post - Transaction 7 Tripadvisor ● Cash outlay 1 of ~$392.5 million, inclusive of ~$20 million to Liberty Tripadvisor common stockholders, ~$42.5 million to Series A preferred holder, and ~$330 million for paydown of Liberty TripAdvisor’s 0.50% exchangeable debentures. ● Post - tran
Slide 8: Continuing to Build Our Strategic Position as the Leading Platform
End - to - end platform for planning, booking, and experiencing Continuing to Build Our Strategic Position as the Leading Platform across Travel, Experiences, and Dining World’s largest online travel guidance platform Leading European online restaurant discovery and booking platform Leading global o
Slide 9: Appendix
Appendix
Slide 10: Details on Liberty TripAdvisor Exchangeables and Loan Agreement
Details on Liberty TripAdvisor Exchangeables and Loan Agreement 10 Tripadvisor ● Holders of the Liberty TripAdvisor 0.50% Exchangeable Debentures have put rights to LTRP on March 27, 2025 ● The Liberty TripAdvisor exchangeables will be repaid on or before closing ● Should the Transaction not close b
Slide 11: LTRP Capital Structure
LTRP Capital Structure Assets consist primarily of 29.2 million shares of Tripadvisor stock 11 Tripadvisor Liabilities primarily include exchangeable debentures, redeemable preferred stock and variable prepaid forward Note: Cash on Liberty TripAdvisor balance sheet will go to normal course and trans
Slide 12: Additional Information
Additional Information
Slide 13: No Offer or Solicitation
No Offer or Solicitation 13 Tripadvisor This communication is not intended to, and does not, constitute a proxy statement or solicitation of a proxy, consent, vote o r a uthorization with respect to any securities or in respect of the Merger. This communication does not constitute an offer to sell o
Slide 14: Participants in a Solicitation
Participants in a Solicitation 14 Tripadvisor Tripadvisor anticipates that the following individuals may be participants (the “Tripadvisor Participants”) in the solicitati on of proxies from holders of Liberty TripAdvisor Series A Common Stock and Series B Common Stock in connection with the propose
Slide 15: Participants in a Solicitation (cont.)
Participants in a Solicitation (cont.) 15 Tripadvisor Liberty TripAdvisor anticipates that the following individuals will be participants (the “Liberty TripAdvisor Participants”) in the solicitation of proxies from holders of Liberty TripAdvisor’s LTRPA and LTRPB common stock in connection with the
Slide 16: End
End