Liberty Tripadvisor Margin Loan Agreement


December 11, 2020

ENGLEWOOD, Colo.-Liberty TripAdvisor Holdings, Inc. (“Liberty TripAdvisor”) (Nasdaq: LTRPA, LTRPB) announced that it has agreed to the terms of a variable post-pad transaction (“VPF”) on 7.0 million common shares TripAdvisor, Inc. (Nasdaq: TRIP). VPF sets a pass for the value of the underlying TRIP common shares in four years, between a ceiling of $98.96 per share and a ground limit of $38.90 per share. Liberty TripAdvisor can make up to $259 million in revenue against VPF. If VPF is a cash payment at maturity, Liberty TripAdvisor would repay the loan at an accumulated value based on an annual interest rate of 1.3%. Liberty TripAdvisor intends to use the proceeds to repay $200 million in capital and $28 million in pik interest under existing $400 million credit loans, with the remainder to be used for general purposes. (ii) In the context of a mandatory withdrawal as a result of a change of company in control, in which Series A preferred stockholders must be exchanged for securities listed in accordance with paragraph 5, point (a) (i), the Company will state, in the applicable merger agreement or in other agreements, that holders of the Series A preferred share will receive the applicable amount for each Series A share. issued to holders of eligible common shares in connection with this transaction. The “applicable amount” is a number of shares or other shares of publicly traded securities that correspond (A) to the mandatory withdrawal price of a share of the Series A preferred share from the second (2nd) trading day prior to the closing of the transaction, which constitutes the change of control of the company, divided (B) by the VWAP of a share of eligible common shares over the ten (10) consecutive trading days , the second (2) The trading date before the second (second) trading day before that end. , multiplied by (C) the report or exchange indicated for the exchange of eligible common shares per share or per unit of securities traded by the public (provided that this report or a particular exchange is subject to section 4.12 (exchange rate) of the investment agreement).

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