Tripadvisor Expands Credit Facility and Funds Liberty Deal with $330M Loan

Tripadvisor just made two big financial moves designed to keep its merger with Liberty TripAdvisor on track. On March 20, the company increased its term loan B credit facility by $350 million and committed to a $330.8 million loan to Liberty TripAdvisor. Together, these actions strengthen Tripadvisor’s capital position while providing the liquidity Liberty TripAdvisor needs ahead of the combination.

Tripadvisor Upsizes Term Loan Facility

The expanded credit agreement adds $350 million to Tripadvisor’s existing loan, which now matures in July 2031. The added facility comes with an interest rate tied to SOFR plus 2.75%. The proceeds are earmarked to refinance Tripadvisor’s 0.25% convertible senior notes due in 2026 and support general corporate purposes. This new capital layer gives Tripadvisor more flexibility as it works through the merger timeline.

The structure of the amended loan facility is largely consistent with Tripadvisor’s existing terms. It maintains restrictions around:

• incurring more debt,


• granting liens,


• making certain investments or payments.

These are standard lender protections that help manage risk. The new facility doesn’t introduce any financial covenants, but it does include events of default and cross-acceleration provisions that link back to Tripadvisor’s revolving credit line. If triggered, lenders have the right to demand repayment and act on the collateral, which includes substantially all of Tripadvisor’s and its subsidiaries’ assets.

Loan Agreement with Liberty TripAdvisor

In parallel, Tripadvisor agreed to lend Liberty TripAdvisor up to $330.8 million under a separate term loan agreement. This facility carries an interest rate based on SOFR, with a 0.10% credit spread adjustment and a 6.00% margin. The loan can’t be prepaid without Tripadvisor’s approval, and once repaid, it can’t be drawn again. It comes due on the earlier of September 18, 2025, or 15 business days after any termination of the merger agreement—unless both sides agree to extend it.

The loan is backed by Liberty TripAdvisor’s full asset base, along with guarantees from its subsidiaries. Just like the credit facility, the agreement sets limits on Liberty TripAdvisor’s ability to:

• take on new debt,


• make investments,


• divest assets without consent.

The funds will go toward repurchasing or settling Liberty TripAdvisor’s 0.50% exchangeable senior debentures due in 2051 and covering costs tied to the loan and the broader transaction.

Preparing for the Merger

These two financial steps are part of Tripadvisor’s strategy to align capital ahead of its proposed merger with Liberty TripAdvisor. As announced in December 2024, the merger will unfold in two stages:

1. Liberty TripAdvisor will merge into a Tripadvisor subsidiary.


2. That entity will then merge into a second Tripadvisor unit, finalizing the combination.

These financing agreements give both companies the tools they need to execute that plan. Tripadvisor gains access to more capital while managing near-term liabilities. Liberty TripAdvisor gets a defined path to settle its debt and prepare for integration. With these pieces in place, the next phase of the merger can move forward.

That said, both parties noted several risks, from regulatory approvals to potential delays and integration challenges. There’s also the possibility that anticipated benefits may take longer to realize. Tripadvisor and Liberty TripAdvisor have made additional filings with the SEC, including proxy materials and transaction statements, to keep investors and stakeholders informed as the process continues.