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 This presentation, including slides contained herein, contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, inclu
Slide 3: Transaction Summary
Transaction Summary Current Structure ● Tripadvisor, Inc. (“Tripadvisor” or the “Company”) to acquire Liberty TripAdvisor Holdings, Inc. for a total merger consideration of approximately $435 million Tripadvisor, Inc. (the “Transaction”), including the following: 126.4M Common Stock | 12.8M class B
Slide 4: Sources and Uses
Sources and Uses Note: Equity value to Series A preferred holder based on 10-day VWAP of $13.98 at 12/17/2024. Tripadvisor 4
Slide 5: Retiring 19% of Share Capital at an Attractive Price
Retiring 19% of Share Capital at an Attractive Price 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 $13.98 at 12/17/2024. Tripadvisor 5
Slide 6: Transaction Benefits
Transaction Benefits ● Results in a meaningful buyback of ~19% of shares of Tripadvisor’s common stock and Class B common stock at an attractive price ● Simplifies ownership structure with alignment of voting power and economic ownership for all Tripadvisor shareholders ● Provides more strategic fle
Slide 7: Strong Liquidity Post-Transaction
Strong Liquidity Post-Transaction Liquidity Position ($M) ● Cash outlay1 of ~$392.5 million, inclusive of $1,609 ~$20 million to Liberty Tripadvisor common stockholders, ~$42.5 million to Series A $1,217 preferred holder, and ~$330 million for paydown of Liberty TripAdvisor’s 0.50% exchangeable debe
Slide 8: Continuing to Build Our Strategic Position as the Leading Platform across Travel, Experiences, and Dining
Continuing to Build Our Strategic Position as the Leading Platform across Travel, Experiences, and Dining BRAND End-to-end platform for planning, booking, and experiencing Leading global online Leading European online World’s largest online travel bookable experiences restaurant discovery and guidan
Slide 9: Appendix
Appendix
Slide 10: Details on Liberty TripAdvisor Exchangeables and Loan Agreement
Details on Liberty TripAdvisor Exchangeables and Loan Agreement ● 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 by March 27, 202
Slide 11: LTRP Capital Structure
LTRP Capital Structure Assets consist primarily of 29.2 million shares of Tripadvisor stock 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 transaction related
Slide 12: Additional Information
Additional Information
Slide 13: No Offer or Solicitation / Additional Information
No Offer or Solicitation This communication is not intended to, and does not, constitute a proxy statement or solicitation of a proxy, consent, vote or authorization with respect to any securities or in respect of the Merger. This communication does not constitute an offer to sell or the solicitatio
Slide 14: Participants in a Solicitation
Participants in a Solicitation Tripadvisor anticipates that the following individuals may be participants (the “Tripadvisor Participants”) in the solicitation of proxies from holders of Liberty TripAdvisor Series A Common Stock and Series B Common Stock in connection with the proposed transaction: G
Slide 15: Participants in a Solicitation (cont.)
Participants in a Solicitation (cont.) 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 proposed transa
Slide 16: End
End