TRIPADVISOR, INC. Item 1.01 Entry Into a Material Definitive Agreement
On
The Second Amendment, among other things:
- suspends the leverage ratio covenant for each fiscal quarter ending after
the effective date of the Second Amendment and ending prior to September
30, 2021 (or such earlier date as may be elected by the Company in its
sole discretion) (such period, the "Leverage Covenant Holiday");
- adds a minimum liquidity covenant, which requires that the Company and
its wholly owned subsidiaries to maintain $150,000,000 of unrestricted
cash, cash equivalents and short-term investments less deferred merchant
payables plus available revolver capacity, and which shall apply solely
during the Leverage Covenant Holiday;
- increases the interest rate margins applicable to revolving loans
outstanding and increases the commitment fee on unused revolving
commitments, in each case, during any period commencing with the
effective date of the Second Amendment and through the Leverage Covenant
Holiday; and
- decreases the aggregate amount of revolving loan commitments available
under the Amended Credit Agreement from $1.2 billion to $1.0 billion .
In connection with the Second Amendment and as collateral to secure the obligations of the Company and its subsidiaries under the Amended Credit Agreement, the Company and certain of its subsidiaries have pledged, and granted security interests and liens in and on, substantially all of their respective tangible and intangible assets (including accounts receivable, contract rights and other general intangibles, intellectual property, inventory, equipment, goods, instruments and equity interests and other investment property, and intercompany indebtedness), in each case, subject to customary exceptions. The foregoing pledges, security interests and liens will remain in effect until the Collateral Release Date (as defined in the Amendment).
The Amended Credit Agreement includes restrictions on the ability of the Company and its subsidiaries to incur additional indebtedness, repurchase shares, and make investments, dispositions, dividends and other payments, with certain exceptions as more specifically described in the Amended Credit Agreement.
The Amended 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 Amended Credit Agreement to be immediately due and payable and exercise rights and remedies against the collateral.
Except as amended by the Second Amendment, the remaining terms of the Credit Agreement remain in full force and effect. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.02. Results of Operations and Financial Condition.
On
Pursuant to General Instruction B.2. to Form 8-K, the information set forth in Items 2.02 and Exhibit 99.1 and 99.2 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
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subject to the liabilities of that section, nor shall they be incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See the discussion set forth in Item 1.01, "Entry into a Material Definitive Agreement," of this Current Report on Form 8-K, which discussion is incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1 Second Amendment, dated as ofMay 5, 2020 , by and amongTripadvisor, Inc. ,Tripadvisor Holdings, LLC ,Tripadvisor LLC , the other Borrowers party thereto, the Lenders party thereto,JPMorgan Chase Bank, N.A ., as Administrative Agent and London Agent,BofA Securities, Inc. ,BMO Capital Markets Corp. ,BNP Paribas Securities Corp. ,SunTrust Robinson Humphrey, Inc. , andU.S. Bank National Association , as Joint Lead Arrangers and Joint Bookrunners;Bank of America, N.A .,BMO Capital Markets Corp. ,BNP Paribas Securities Corp. ,SunTrust Robinson Humphrey, Inc. andU.S. Bank National Association , as Co-Syndication Agents; and Barclays Bank PLC,Morgan Stanley Senior Funding, Inc. andWells Fargo Bank, National Association , as Co-Documentation Agents. 99.1 Press Release ofTripadvisor, Inc. datedMay 7, 2020 . 99.2 Q1 2020 Shareholders Letter datedMay 7, 2020 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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