M&A - Despegar.com, Corp.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-16

Corporate Action: Merger

Type: Update

Accession Number: 000095017025073500

Filing Summary: On May 15, 2025, Despegar.com, Corp. consummated a merger pursuant to which the Reporting Persons' 7,992,759 Ordinary Shares and 150,000 Series A Preferred Shares were converted into a right to receive cash, in accordance with the terms of the Merger Agreement. Following this transaction, as of the Effective Date, each Reporting Person has beneficial ownership of 0 Ordinary Shares, constituting 0% of the Ordinary Shares outstanding, based on an aggregate of 83,572,285 Ordinary Shares outstanding as of December 31, 2024. Furthermore, the Reporting Persons ceased to be beneficial owners of more than five percent of the Ordinary Shares, marking this Amendment No. 3 as an exit filing for the Reporting Persons.

Form Type: POS AM

Filing Date: 2025-05-15

Corporate Action: Merger

Type: New

Accession Number: 000094787125000526

Filing Summary: Despegar.com, Corp. filed a post-effective amendment to its Registration Statement No. 333-226869 to terminate any offerings under the Registration Statement and deregister any unsold securities. This action follows a merger executed on May 15, 2025, with MIH Internet Holdings B.V. and MIH Investments Merger Sub Limited, resulting in Despegar.com, Corp. becoming a wholly-owned indirect subsidiary of MIH Internet Holdings B.V. The securities registered under the initial Registration Statement constituted ordinary shares available for sale or distribution by selling shareholders. Following the merger, the Registrant has removed all unsold securities from registration and amended the Registration Statement to reflect this deregistration.

Form Type: S-8 POS

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000094787125000527

Filing Summary: On May 15, 2025, Despegar.com, Corp. filed a Post-Effective Amendment to deregister all unsold securities under Registration Statements No. 333-220544 and No. 333-271577, originally registered for offerings related to its Amended and Restated 2016 Stock Incentive Plan. This action was taken in connection with the merger of the Registrant with MIH Internet Holdings B.V. and MIH Investments Merger Sub Limited, making Despegar.com a wholly-owned indirect subsidiary of Prosus N.V. The merger resulted in the termination of all prior securities offerings, and the Registrant ceased the separate existence of the Merger Sub. The filing certifies that the Registrant meets the requirements for this registration and confirms the validity of the filing by the General Counsel, Monica Alexandra Soares da Silva, as recorded in Brazil on the same date.

Form Type: S-8 POS

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000094787125000528

Filing Summary: On May 15, 2025, Despegar.com, Corp. filed a Post-Effective Amendment to deregister all unsold securities under its previous registration statements following a merger. The merger was executed under an Agreement and Plan of Merger dated December 23, 2024, whereby Despegar.com, Corp. merged with MIH Investments Merger Sub Limited, becoming a wholly-owned indirect subsidiary of MIH Internet Holdings B.V. This merger resulted in the termination of all offerings of securities registered under the prior registration statements, and any unsold securities were removed from registration. The filing indicates that the Registrant certifies compliance with filing requirements under the Securities Act of 1933 and reflects the amendments to terminate the effectiveness of the registration statements.

Form Type: 6-K/A

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465924132287

Filing Summary: Despegar.com, Corp. has amended its previous report to announce that it entered into a Merger Agreement on December 23, 2024, with MIH Internet Holdings B.V. and MIH Investments Merger Sub Limited, whereby the Merger Sub will merge with and into Despegar.com, allowing the company to become a wholly owned subsidiary of the Parent. Upon merger completion, shareholders will receive $19.50 per Ordinary Share, with specific conditions outlined regarding certain shares and options. The Merger is contingent on majority shareholder approval and regulatory conditions being met. The agreement includes provisions regarding acquisition proposals and outlines termination fees for both parties.