Tripadvisor, Inc. (NASDAQ: TRIP) and Liberty TripAdvisor Holdings, Inc. (OTCMKTS: LTRPA, LTRPB) have announced a definitive agreement to merge. The merger will see Tripadvisor acquiring Liberty TripAdvisor, resulting in a simplified capital structure for the global travel platform. The transaction, valued at approximately $435 million, includes the conversion of Liberty TripAdvisor’s Series A and Series B Common Stock into cash, alongside the redemption of its 8% Series A Cumulative Redeemable Preferred Stock and the repayment of its 0.50% Exchangeable Senior Debentures. Liberty TripAdvisor’s shareholders will receive approximately $20 million in cash for their common stock and $42.5 million in cash, along with 3,037,959 shares of Tripadvisor common stock for their preferred stock.
This merger enables Tripadvisor to retire about 27 million shares of its common stock held by Liberty TripAdvisor, net of shares pledged as collateral. The effective repurchase price of these shares stands at $16.21, representing a 16% premium based on the 10-day volume-weighted average price as of December 17, 2024. The agreement marks a pivotal move to create strategic flexibility and unlock value for stakeholders.
Matt Goldberg, President and CEO of Tripadvisor, highlighted the significance of the transaction as a step toward simplifying Tripadvisor’s corporate structure. He emphasized the opportunity to retire a significant portion of shares while maintaining a healthy balance sheet. According to Goldberg, this transaction will empower Tripadvisor to pursue its strategic vision and expand its role in the travel and experiences sector. The deal also represents an important milestone for Liberty TripAdvisor, allowing the entity to address challenges stemming from its complex capital structure and financial obligations, especially in the wake of the COVID-19 pandemic.
Greg Maffei, Chairman and CEO of Liberty TripAdvisor, praised the agreement, emphasizing its alignment with the company’s goals to maximize stakeholder value and enhance Tripadvisor’s ability to adapt and grow. By removing the dual-class share structure, Tripadvisor will gain greater strategic and operational agility, enabling it to better compete and innovate within the travel industry.
The merger was unanimously approved by the boards of both companies following a thorough evaluation by Tripadvisor’s Special Committee of independent directors. This committee, supported by financial and legal advisors, played a critical role in securing terms favorable to all parties involved. Liberty TripAdvisor’s stakeholders, including those holding Exchangeable Debentures, are expected to benefit from the streamlined structure and improved financial position post-merger.
The transaction is subject to customary closing conditions, including approval by a majority of Liberty TripAdvisor’s voting shareholders. The companies anticipate finalizing the merger by the second quarter of 2025. If the deal encounters delays beyond March 27, 2025, Tripadvisor has agreed to provide a secured loan to Liberty TripAdvisor to address any financial obligations related to its Exchangeable Debentures. This loan will be canceled upon the successful closing of the transaction or will become due shortly thereafter if the merger is not completed.
Tripadvisor operates as a family of brands connecting people with travel experiences worldwide. Its portfolio includes Viator and TheFork, along with Tripadvisor’s core platform, which provides travel guidance and booking services for accommodations, restaurants, and attractions. The merger with Liberty TripAdvisor is expected to enhance Tripadvisor’s strategic flexibility and solidify its position as a leading player in the travel industry, unlocking new opportunities for growth and innovation.