Item 1.01. Entry into a Material Definitive Agreement.

Indenture and Notes

On March 25, 2021, Tripadvisor, Inc. (the "Company" or "our") sold to BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives (the "Representatives") of the several initial purchasers (the "Initial Purchasers"), and the Initial Purchasers purchased from the Company, $300 million aggregate principal amount of the Company's 0.250% Convertible Senior Notes due 2026 (the "Notes"), pursuant to a purchase agreement (the "Purchase Agreement") between the Company and the Representatives.

In addition, pursuant to the Purchase Agreement, the Company granted the Initial Purchasers a 13-day option (the "Overallotment Option") to purchase up to an additional $45 million aggregate principal amount of the Notes at the public offering price less the Initial Purchasers' discounts. The Initial Purchasers exercised the Overallotment Option in full, and the Overallotment Option closed on March 25, 2021.

The Notes were offered in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), to the initial purchasers for initial resale to persons reasonably believed to be qualified institutional buyers pursuant to an exemption from registration provided by Rule 144A promulgated under the Securities Act. The offer and sale of the Notes and the common stock of the Company, par value $0.001 per share (the "common stock"), issuable upon conversion, if any, have not been registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. This Current Report on Form 8-K does not constitute an offer to sell nor the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

In connection with the issuance of the Notes, the Company entered into an Indenture, dated March 25, 2021 (the "Indenture"), between the Company, the guarantors party thereto (the "Guarantors") and U.S. Bank National Association, as trustee (the "Trustee"). The terms of the Notes are governed by the Indenture. The Notes will bear interest at the rate of 0.250% per annum. The Notes mature on April 1, 2026, unless earlier repurchased, converted or redeemed.

The Notes will be redeemable, in whole or in part, at our option at any time, and from time to time, on or after April 1, 2024 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of our common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date we send the related redemption notice; and (2) the trading day immediately before the date we send such notice. In addition, calling any note for redemption will constitute a make-whole fundamental change with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it is called for redemption.

The Notes are unconditionally guaranteed, on a joint and several basis, by the Guarantors on a senior, unsecured basis. The Notes are our general senior unsecured obligations and rank equally in right of payment with all of our existing and future senior indebtedness, and senior in right of payment to all of our future subordinated indebtedness. The Notes will be effectively subordinated to any of our existing and future secured indebtedness, including borrowings under our secured revolving credit facility (the "2015 Credit Facility"), to the extent of the value of the assets securing such indebtedness.

The Notes will be structurally subordinated to any existing and future indebtedness and any other liabilities and obligations of any of our subsidiaries that are not guarantors of the Notes. The guarantees will be the Guarantors' general senior unsecured obligations and will rank equally in right of payment with all of the Guarantors' existing and future senior indebtedness, and senior in right of payment to all of the Guarantors' future subordinated indebtedness. The guarantees will be effectively subordinated to any of the Guarantors' existing and future secured indebtedness, including guarantees of borrowings under our 2015 Credit Facility and our 7.000% Senior Notes due 2025 (the "2025 Senior Notes") to the extent of the value of the assets securing such indebtedness. The guarantees will be structurally subordinated to any existing and future indebtedness and any other liabilities and obligations of any of our subsidiaries that are not guarantors of the Notes.

Holders may convert their Notes under the following conditions at any time prior to the close of business on the business day immediately preceding January 1, 2026 in multiples of $1,000 principal amount, only under the following circumstances:



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      •  during any calendar quarter commencing after the calendar quarter ending
         on June 30, 2021 (and only during such calendar quarter), if the last
         reported sale price of our common stock for at least 20 trading days
         (whether or not consecutive) during the period of 30 consecutive trading
         days ending on the last trading day of the immediately preceding calendar
         quarter is greater than or equal to 130% of the conversion price on each
         applicable trading day;


      •  during the five business day period after any five consecutive trading
         day period (the "measurement period") in which the trading price per
         $1,000 principal amount of Notes for each trading day of the measurement
         period was less than 98% of the product of the last reported sale price
         of our common stock and the conversion rate on each such trading day; or


      •  upon the occurrence of specified corporate events as described in the
         Indenture.

In addition, holders may convert their Notes, in multiples of $1,000 principal amount, at their option at any time beginning on or after January 1, 2026, and prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date of the Notes, without regard to the foregoing circumstances.

The initial conversion rate for the Notes is 13.5483 shares of common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $73.81 per share of common stock, subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture. Upon conversion, the Company may choose to pay or deliver, as the case may be, . . .

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 above is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.





No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to buy, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and otherwise in accordance with applicable law.



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Cautionary Note Regarding Forward-Looking Statements

Certain statements included in this Current Report on Form 8-K and information incorporated by reference herein, 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 and on information available to the Company as of the date hereof. Statements regarding the offering and the expected use of proceeds therefrom 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. These risks and uncertainties include, but are not limited to, the ability to complete the offering on favorable terms, if at all, and general market conditions (including the COVID-19 pandemic and related economic impact) which might affect the offering. Additional information concerning these and other important risks and uncertainties can be found in the Company's filings with the SEC, including under the captions "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, as filed on February 19, 2021. The Company undertakes no obligation to update any forward-looking statements to reflect subsequent events or circumstances.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number    Description

4.1         Indenture, dated as of March 25, 2021, by and among Tripadvisor, Inc.,
          the guarantors party thereto and U.S. Bank National Association, as
          trustee.

4.2         Form of 0.250% Convertible Senior Notes due 2026 (included as Exhibit A
          to Exhibit 4.1).

10.1        Form of Capped Call Confirmation.

104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document).




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