NEEDHAM, Mass. – Tripadvisor, Inc. (NASDAQ: TRIP) (“Tripadvisor”) announced the closing of its previously announced plan of merger with Liberty TripAdvisor Holdings, Inc. (“Liberty TripAdvisor”), pursuant to which Tripadvisor acquired Liberty TripAdvisor and the Tripadvisor shares held by Liberty TripAdvisor (the “Merger”).
In connection with the Merger, (i) the shares of Liberty TripAdvisor Series A Common Stock and Series B Common Stock issued and outstanding were immediately converted into the right to receive $0.2567 per share in cash (without interest), totaling approximately $20 million in the aggregate; (ii) all shares of Liberty TripAdvisor’s 8% Series A Cumulative Redeemable Preferred Stock issued and outstanding immediately prior to the effective time of the Merger were converted into the right to receive, in the aggregate, approximately $42.5 million in cash, without interest, and 3,037,959 validly issued, fully paid and non-assessable shares of Tripadvisor common stock; and (iii) Liberty TripAdvisor’s 0.50% Exchangeable Senior Debentures (the “Exchangeable Debentures”) of approximately $326 million were repaid in accordance with their terms, with the remaining approximately $4 million to be redeemed within approximately 30 days post-close. The aggregate transaction value was approximately $430 million, based on the April 28, 2025 closing price of Tripadvisor shares of $12.82.
At the time of close, Liberty TripAdvisor owned 14,023,684 shares of Tripadvisor common stock (16,445,894 shares of Tripadvisor common stock originally held at the time of entry into the agreement and plan of merger governing the Merger, less 2,422,210 shares that were sold as part of Liberty TripAdvisor’s variable prepaid forward contract) and 12,799,999 shares of Tripadvisor Class B common stock. Upon consummation of the Merger, Tripadvisor retired the shares of Tripadvisor common stock and Tripadvisor Class B common stock held by Liberty TripAdvisor, and issued 3,037,959 shares of its common stock to the Liberty TripAdvisor preferred shareholder, resulting in a net reduction of its share count outstanding of approximately 23.8 million shares. The transaction resulted in the simplification of Tripadvisor’s capital structure into a single class of shares outstanding with no controlling stockholder.
Separately, effective April 29, 2025, Tripadvisor finalized its redomestication by conversion from the State of Delaware to the State of Nevada, as approved by Tripadvisor stockholders in June 2023.
About Tripadvisor
Tripadvisor, the world’s largest travel guidance platform*, helps millions of people each month** become better travelers, from planning to booking to taking a trip. Travelers across the globe use Tripadvisor’s website and app to discover where to stay, what to do and where to eat based on guidance from those who have been there before. With more than a billion reviews and contributions, travelers turn to Tripadvisor to find deals on accommodations, book experiences, reserve tables at delicious restaurants and discover great places nearby.
Tripadvisor LLC is a wholly owned subsidiary of Tripadvisor, Inc. (Nasdaq: TRIP). The subsidiaries of Tripadvisor, Inc. own and operate a portfolio of travel media brands and businesses, operating under various websites and apps.
