M&A - Liberty TripAdvisor Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-04-24

Corporate Action: Merger

Type: Update

Accession Number: 000110465925038737

Filing Summary: On April 24, 2025, Liberty TripAdvisor Holdings, Inc. announced the expected completion of a merger with Tripadvisor, Inc. as per the Merger Agreement dated December 18, 2024. Liberty TripAdvisor’s Series A and B common stocks will cease trading on the OTCQB Venture Market effective April 29, 2025. The surviving entity will file a Form 15 with the SEC to terminate the registration of its common stocks and suspend its reporting obligations under the Exchange Act. At a virtual special meeting, stockholders approved four key proposals related to the merger: the Merger Proposal, the Charter Amendment Proposal, the Compensation Proposal, and the Adjournment Proposal. The voting results showed majority approvals for these proposals, with the Merger Proposal receiving 2,053,765 votes against and the Charter Amendment Proposal receiving 2,057,179 votes against. The necessary conditions for the transaction are expected to be met for completion on April 29, 2025.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925026882

Filing Summary: On March 24, 2025, Liberty TripAdvisor Holdings, Inc. announced a virtual special meeting of its Series A and Series B common stockholders scheduled for April 24, 2025. The agenda includes a proposal to approve the adoption of the Agreement and Plan of Merger dated December 18, 2024, whereby Telluride Merger Sub Corp., a subsidiary of Tripadvisor, will merge with Liberty TripAdvisor, making Liberty TripAdvisor an indirect wholly owned subsidiary of Tripadvisor. Additionally, stockholders will vote on amendments to the Restated Certificate of Incorporation regarding provisions for the 8% Series A Cumulative Redeemable Preferred Stock. This filing serves to meet public disclosure requirements under Regulation FD.

Form Type: DEFM14A

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925026856

Filing Summary: Liberty TripAdvisor Holdings, Inc. is initiating a merger with Tripadvisor, Inc. as detailed in an Agreement and Plan of Merger signed on December 18, 2024. The merger will allow Tripadvisor to acquire all the assets and liabilities of Liberty TripAdvisor, with Liberty TripAdvisor surviving as a wholly owned subsidiary of Tripadvisor. Shareholders of Liberty TripAdvisor will have their common and preferred stocks converted into cash and Tripadvisor stock at the effective time of the merger. Specifically, each share of Liberty TripAdvisor common stock will convert to $0.2567 in cash, while preferred stock holders will receive $42,471,000 in cash and approximately 3 million shares of Tripadvisor common stock. A special meeting for shareholders is scheduled for April 24, 2025, to vote on the merger proposal and related amendments. The Liberty TripAdvisor Board unanimously endorses the merger as beneficial to shareholders and encourages stockholders to vote in favor of the proposed transactions.

Form Type: SC 13E3/A

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000110465925026879

Filing Summary: The document serves as an amendment to the Rule 13e-3 Transaction Statement concerning the merger agreement between Liberty TripAdvisor Holdings, Inc. and Tripadvisor, Inc. This merger will involve Liberty TripAdvisor being merged into Tripadvisor's wholly owned subsidiary, Telluride Merger Sub Corp., followed by a merger of Liberty TripAdvisor into TellurideSub LLC. Existing shares of Liberty TripAdvisor common stock will be converted to receive $0.2567 in cash, while preferred stocks will be converted to receive $42,471,000 in cash and shares of Tripadvisor's common stock. Certain conditions must be met for the merger to proceed, and it is noted that voting agreements have been entered into to support the merger. A special meeting of common stockholders is to be held for approval of the merger and amendments to the company’s certificate of incorporation.

Form Type: 8-K

Filing Date: 2025-03-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925026690

Filing Summary: On March 20, 2025, Liberty TripAdvisor Holdings, Inc. entered into a Loan Agreement with Tripadvisor, Inc. as part of the ongoing merger process. The Loan Agreement provides for a term loan facility of up to $330,805,418, primarily to settle Liberty TripAdvisor’s exchange obligations related to its 0.50% exchangeable senior debentures due 2051 and to cover associated costs. The loan bears interest at SOFR plus a credit spread of 0.10% and a margin of 6.00%, maturing on the earlier of September 18, 2025, or 15 business days after the termination of the Merger Agreement. Additionally, Tripadvisor, Inc. entered into a Second Amendment to its Credit Agreement, increasing its term loan B credit facility by $350 million, which is also tied to the merger financing. The amended credit agreement maintains certain restrictions on incurring additional debt and is secured by substantially all assets of Liberty TripAdvisor and its subsidiaries. The document also incorporates details about potential forward-looking statements related to the merger and its impacts.

Form Type: DEFA14A

Filing Date: 2025-03-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925026693

Filing Summary: On March 20, 2025, Liberty TripAdvisor Holdings, Inc. entered into a Loan Agreement with Tripadvisor, Inc., which provides for a term loan facility of up to approximately $330.8 million. This agreement is part of the ongoing merger process between Liberty TripAdvisor and Tripadvisor, following the terms laid out in a previous Merger Agreement. The loan proceeds will facilitate the repayment of Liberty TripAdvisor's existing exchange obligations and general operational costs. The Loan Agreement features various restrictions on Liberty TripAdvisor's ability to incur additional debt or dispose of assets. The repayment terms dictate that loans must be paid in cash at maturity, with provisions in place for acceleration upon specific defaults. Furthermore, the agreement reflects the continuing interplay with Tripadvisor in its expanded credit terms, including a significant upsize to its own term loan facilities.

Form Type: PRER14A

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000110465925015728

Filing Summary: Liberty TripAdvisor Holdings, Inc. is proposing a significant merger process with Tripadvisor, Inc., which has been formalized in an Agreement and Plan of Merger dated December 18, 2024. Under this agreement, Tripadvisor will acquire all assets and liabilities of Liberty TripAdvisor. The terms specify that shares of Liberty TripAdvisor's common stock will be converted into cash, while the preferred stock will transform into cash and Tripadvisor common stock. The special meeting for stockholders aims to secure approval for the merger agreement, various charter amendments, and the compensation to be paid to Liberty TripAdvisor’s executives. Importantly, completion of the merger requires approval from holders of a majority of the voting power of Liberty TripAdvisor's common stock, as well as from the preferred stockholders regarding certain amendments. The board of directors unanimously recommends approval of the proposals to ensure the merger can proceed as intended. Voting participation is emphasized as critical, with the document providing detailed information regarding the special meeting and the various proposals that stockholders will vote on, indicating that a failure to vote is seen as a negative stance towards the merger. Further, detailed information about the merger agreement and related documents is accessible in the accompanying proxy statement being sent to stockholders.

Form Type: PREM14A

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925005372

Filing Summary: Liberty TripAdvisor Holdings, Inc. is in the process of a significant merger opportunity with Tripadvisor, Inc. A merger agreement was entered into on December 18, 2024, where Merger Sub will merge with Liberty TripAdvisor, making it an indirect subsidiary of Tripadvisor. The merger will involve the conversion of Liberty TripAdvisor common and preferred stock into cash and Tripadvisor common stock. Common shareholders will receive cash while preferred shareholders will receive a mix of cash and equity in Tripadvisor. The document outlines proposals for consideration at the special meeting of stockholders, including the adoption of the merger agreement, amendment to the certificate of incorporation, and compensation for executives related to the merger. The board unanimously approved the merger, indicating it is in the best interests of the company and its stockholders, and recommends that stockholders vote in favor of the proposals. The completion of the merger is contingent on majority approvals from both common and preferred stockholders for the merger and charter amendment proposals. The meeting is scheduled to be held virtually.

Form Type: SC 13E3

Filing Date: 2025-01-23

Corporate Action: Merger

Type: New

Accession Number: 000110465925005457

Filing Summary: Liberty TripAdvisor Holdings, Inc. is filing a Schedule 13E-3 transaction statement related to a merger agreement dated December 18, 2024, with Tripadvisor, Inc. and its subsidiaries. The merger involves Liberty TripAdvisor being merged into Telluride Merger Sub Corp., a subsidiary of Tripadvisor, with Liberty TripAdvisor as the surviving corporation. Subsequently, Liberty TripAdvisor will be merged into TellurideSub LLC, which will remain as a wholly owned subsidiary of Tripadvisor. At the effective time of the merger, each share of Liberty TripAdvisor common stock will be converted into a cash consideration of $0.2567, and holders of preferred stock will receive $42.471 million in cash and shares of Tripadvisor common stock. The board of directors has approved the merger agreement, deeming it fair and in the best interest of stockholders. A special meeting will be held for stockholders to vote on the merger and related proposals. The document includes terms regarding appraisal rights and the necessity for stockholder approval of the merger and charter amendments.

Form Type: 8-K

Filing Date: 2024-12-19

Corporate Action: Merger

Type: New

Accession Number: 000110465924129967

Filing Summary: 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.

Form Type: DEFA14A

Filing Date: 2024-12-19

Corporate Action: Merger

Type: New

Accession Number: 000110465924129970

Filing Summary: 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.