Material Event Form 8 K

Item 8.01. Other Events.

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On July 1, 2024, Tripadvisor, Inc. ("Tripadvisor") allocated and priced a new term loan B credit facility (the "Term Loan B Facility") in an aggregate principal amount of $500 million. The Term Loan B Facility will bear interest at SOFR plus 2.75%. The new Term Loan B Facility and an amendment to Tripadvisor's existing revolving loan facility are expected to close on July 8, 2024, subject to customary closing conditions.

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On July 1, 2024, Tripadvisor called all $500.0 million aggregate principal amount of its outstanding 7.000% Senior Notes due 2025 (the "Notes") for redemption on July 15, 2024 (the "Redemption Date"). The redemption is conditioned on the successful completion of one or more debt financing transactions of Tripadvisor that generates at least $450 million in gross proceeds. Tripadvisor expects the closing and funding of the Term Loan B Facility will satisfy that condition. The aggregate redemption price for the Notes will be $500.0 million plus accrued and unpaid interest to, but not including the Redemption Date (subject to the right of holders of record of the Notes on July 1, 2024 to receive such interest).

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This Current Report on Form 8-K is not a notice of redemption of the Notes. The redemption is being made solely pursuant to the Notice of Redemption, dated July 1, 2024, relating to the Notes.

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Cautionary Note Regarding Forward-Looking Statements

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Certain statements included in this Current Report on Form 8-K constitute "forward-looking statements" within the meaning of federal securities laws. These forward-looking statements are based on current expectations and assumptions that involve risks and uncertainties on information available to Liberty TripAdvisor Holdings, Inc. ("Liberty TripAdvisor) as of the date hereof. Statements regardingthe timing, size and expected gross proceeds of the Term Loan B Facility and the satisfaction of conditions for redemption of the Notes are "forward-looking statements" and are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed in such forward-looking statements. Additional information concerning important risks and uncertainties can be found in Liberty TripAdvisor's and Tripadvisor's filings with the SEC. Liberty TripAdvisor undertakes no obligation to update any forward-looking statements to reflect subsequent events or circumstances.

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