M&A: Liberty TripAdvisor Holdings, Inc.

Form Type: 8-K

Filing Date: 2024-12-19

Corporate Action: Merger

Type: New

Accession Number: 000110465924129967

Comments: On December 18, 2024, Liberty TripAdvisor Holdings, Inc. entered into an Agreement and Plan of Merger with Tripadvisor, Inc. and Telluride Merger Sub Corp. The merger will result in Liberty TripAdvisor becoming a wholly owned subsidiary of Tripadvisor. Liberty TripAdvisor owns approximately 21.0% of Tripadvisor's common stock, affording it significant voting power. The merger agreement details the conversion of Liberty TripAdvisor's common stocks into cash, valued at $0.2567 per share, with specific provisions for dissenting shareholders who seek appraisal rights. All shares of Liberty TripAdvisor's preferred stock will be converted into cash and shares of Tripadvisor common stock. The agreement also introduces a loan facility to facilitate the refinancing of senior debentures. This merger is subject to customary closing conditions, including requisite shareholder approvals. The board of Liberty TripAdvisor has unanimously recommended the transaction, while certain voting agreements are in place to secure the necessary votes.

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Form Type: DEFA14A

Filing Date: 2024-12-19

Corporate Action: Merger

Type: New

Accession Number: 000110465924129970

Comments: Liberty TripAdvisor Holdings, Inc. has entered into a Merger Agreement with Tripadvisor, Inc. and Telluride Merger Sub Corp. on December 18, 2024. This merger will result in Liberty TripAdvisor merging into Tripadvisor, with Liberty TripAdvisor becoming a wholly owned subsidiary of Tripadvisor. Following this, Liberty TripAdvisor will merge into TellurideSub LLC, another subsidiary of Tripadvisor. Liberty TripAdvisor holds about 21% of Tripadvisor's common stock and 56.8% of the voting power as of October 31, 2024. In conjunction with the merger, Certares LTRIP LLC and Gregory B. Maffei have entered into voting agreements to support the merger and related amendments to Liberty TripAdvisor's charter. Shareholders will receive $0.2567 per share for their Liberty TripAdvisor common stock. Preferred stockholders are to receive approximately $42.47 million in cash and over three million shares of Tripadvisor Common Stock. The transaction is subject to shareholder approval and customary closing conditions.

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