Item 1.01. Entry into a Material Definitive Agreement.
On
The Notes were issued pursuant to an indenture, dated
The Issuer has the option to redeem all or a portion of the Notes at any time on
or after
The Indenture contains covenants that, among other things, restrict the ability of the Issuer and the ability of certain of its subsidiaries to incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; pay dividends and make other distributions or repurchase stock; make certain investments; create or incur liens; sell assets; create restrictions affecting the ability of restricted subsidiaries that are non-guarantors to make distributions, loans or advances or transfer assets to the issuer or the guarantors; enter into certain transactions with the Issuer's affiliates; designate restricted subsidiaries as unrestricted subsidiaries; and merge, consolidate or transfer or sell all or substantially all of the Issuer's assets. These covenants are subject to a number of important exceptions and qualifications.
The Indenture provides for customary events of default, which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest; breach of other agreements in the indentures; defaults in failure to pay certain other indebtedness; the rendering of judgments to pay certain amounts of money against the Issuer and certain of its subsidiaries; the failure of certain guarantees to be enforceable; and certain events of bankruptcy or insolvency.
The Notes were issued in a private offering that is exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Securities Act"),
to persons reasonably believed to be qualified institutional buyers in
accordance with Rule 144A and to persons outside of
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Indenture, a copy of which is filed as Exhibit 4.1 hereto, and the Notes, a form of which is filed as Exhibit 4.2 hereto, both of which are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 1
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Exhibit Number Description 4.1 Indenture, datedJuly 9, 2020 , amongTripadvisor, Inc. , the guarantors party thereto andWilmington Trust, National Association , as trustee. 4.2 Form of Senior Note (included in Exhibit 4.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2
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