Liberty TripAdvisor Shareholders Approve Merger with Tripadvisor, Paving Way for Strategic Consolidation
Liberty TripAdvisor Holdings, Inc. (OTCMKTS: LTRPA, LTRPB) (“Liberty TripAdvisor”) today announced that shareholders have overwhelmingly approved the company’s proposed merger with Tripadvisor, Inc. (NASDAQ: TRIP) during a virtual special meeting held earlier this morning. The vote marks a significant milestone in the companies’ efforts to streamline their corporate structure and simplify Tripadvisor’s ownership profile.
At the special meeting, held on April 24, 2025, at 10:15 a.m. Mountain Time, holders of both Series A (LTRPA) and Series B (LTRPB) common stock voted in favor of multiple proposals related to the transaction. Chief among them was the approval of the previously announced Agreement and Plan of Merger, dated December 18, 2024, by and among Tripadvisor, Liberty TripAdvisor, and Telluride Merger Sub Corp. a newly formed, indirect wholly owned subsidiary of Tripadvisor.
Structure of the Merger
Under the terms of the merger agreement, Telluride Merger Sub will be merged with and into Liberty TripAdvisor, with the latter surviving the transaction as an indirect, wholly owned subsidiary of Tripadvisor. The consolidation is designed to eliminate the existing tracking stock structure, providing a more streamlined and transparent capital structure for Tripadvisor and enhancing value for its shareholders.
In addition to approving the merger agreement, shareholders also voted in favor of an amendment to Liberty TripAdvisor’s Restated Certificate of Incorporation, originally adopted on August 27, 2014. This amendment modifies certain provisions related to the Certificate of Designations of the company’s 8% Series A Cumulative Redeemable Preferred Stock, which was issued on March 15, 2020, and later amended.
These approvals represent a critical step in executing the merger and align with the strategic objectives outlined by the companies when the transaction was first announced in late 2024.
Key Terms of the Transaction
Following the anticipated closing of the merger on April 29, 2025, Liberty TripAdvisor will become a wholly owned subsidiary of Tripadvisor. Upon consummation of the transaction, the following terms will take effect:
- Each outstanding share of LTRPA and LTRPB will be converted into the right to receive $0.2567 per share in cash, without interest. This conversion equates to an aggregate payment of approximately $20 million to Liberty TripAdvisor’s common stockholders.
- All outstanding shares of Liberty TripAdvisor’s 8% Series A Cumulative Redeemable Preferred Stock will be converted into the right to receive:
- A cash payment of $42,471,000, without interest; and
- 3,037,959 shares of Tripadvisor common stock, which will be issued as fully paid, non-assessable shares.
This dual cash-and-stock consideration for preferred shareholders reflects a thoughtful balance between immediate liquidity and long-term participation in Tripadvisor’s growth potential.
Transition from Public to Private Subsidiary
As part of the transaction, Liberty TripAdvisor’s securities will be removed from the OTCQB Venture Market, where they are currently quoted under the tickers LTRPA and LTRPB. Trading of both share classes is expected to cease prior to the market open on April 29, 2025, coinciding with the effective time of the merger.
Furthermore, Tripadvisor has announced that the surviving company will file a Form 15 with the U.S. Securities and Exchange Commission (SEC) to terminate the registration of Liberty TripAdvisor’s common stock under Section 12(g) of the Securities Exchange Act of 1934. This filing will also suspend the company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act. The Form 15 is expected to be filed on or around April 29, 2025, thereby finalizing Liberty TripAdvisor’s transition from a public entity to a private subsidiary within Tripadvisor’s corporate family.
Rationale Behind the Merger
The merger is intended to simplify Tripadvisor’s capital structure and reduce the complexity introduced by Liberty TripAdvisor’s tracking stock model. Originally formed as a tracking stock tied to Tripadvisor’s performance, Liberty TripAdvisor has historically held a significant equity interest in Tripadvisor while maintaining its own separate trading status.
By absorbing Liberty TripAdvisor, Tripadvisor expects to achieve multiple benefits:
- Corporate Simplification: Elimination of the dual-entity structure reduces legal, regulatory, and administrative overhead.
- Improved Governance: Streamlining the ownership model allows Tripadvisor’s board and executive team to focus more directly on the company’s strategic direction.
- Enhanced Shareholder Clarity: Consolidation improves transparency for investors and analysts, facilitating more straightforward valuation and investment analysis.
- Capital Structure Optimization: The transaction reduces outstanding shares indirectly tied to Tripadvisor, which may enhance shareholder value over time.
Tripadvisor’s CEO, Matt Goldberg, previously commented on the strategic importance of the deal, noting that it aligns with the company’s broader transformation strategy. “This merger enables Tripadvisor to operate with greater agility and clarity,” he said. “It simplifies our capital structure, strengthens our governance, and positions us to deliver stronger long-term returns to our shareholders.”
What Happens Next?
Following the merger’s expected completion on April 29, Tripadvisor will continue to trade on the Nasdaq Stock Market under its existing ticker symbol, TRIP. Investors in Tripadvisor will retain their holdings, and new shares issued in connection with the preferred stock conversion will be integrated into the broader share base.
Holders of Liberty TripAdvisor’s Series A and B common stock, as well as holders of the preferred shares, will receive their respective merger consideration shortly after the transaction closes. The distribution of cash and Tripadvisor stock will be administered through Liberty TripAdvisor’s transfer agent and communicated directly to shareholders via customary channels.
In the coming weeks, Tripadvisor and Liberty TripAdvisor are expected to release additional documentation and disclosures related to the final merger terms, including tax considerations, guidance for shareholders, and updated financial projections.
About Liberty TripAdvisor Holdings, Inc.
Liberty TripAdvisor Holdings, Inc. (OTCMKTS: LTRPA, LTRPB) consists of its subsidiary Tripadvisor. Tripadvisor operates as a family of brands that connects people to experiences worth sharing, and aims to be the world’s most trusted source for travel and experiences. Tripadvisor leverages its brands, technology, and capabilities to connect its global audience with partners through rich content, travel guidance, and two-sided marketplaces for experiences, accommodations, restaurants, and other travel categories.