M&A: TripAdvisor, Inc.

Form Type: DEFA14A

Filing Date: 2024-12-19

Corporate Action: Merger

Type: New

Accession Number: 000110465924129978

Comments: Tripadvisor, Inc. has announced a merger agreement on December 18, 2024, involving Liberty TripAdvisor Holdings, Inc. and a subsidiary merger. The agreement facilitates a process where the subsidiary will merge, and Liberty TripAdvisor will eventually be merged into another subsidiary of Tripadvisor. Shareholders of Liberty TripAdvisor will receive $0.2567 in cash for each share of Series A and Series B common stock. Additionally, cash totaling approximately $42,471,000 and shares of Tripadvisor common stock will be exchanged for outstanding preferred shares of Liberty TripAdvisor. The agreement includes conditions for the merger, including majority shareholder approval and specific closing conditions. Expectations include repaying approximately $330 million in senior debentures, utilizing a loan facility provided by Tripadvisor. A number of voting agreements have been set up with key shareholders to secure support during the voting process for the merger and charter amendment. The transaction will be subject to customary representations and warranties.

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