Tripadvisor Announces Closing of Merger with Liberty TripAdvisor and Finalizes Conversion to a Nevada Corporation

Rhea-AI Summary

Tripadvisor has completed its merger with Liberty TripAdvisor in a transaction valued at approximately $430 million. The deal includes:

• Liberty TripAdvisor stockholders received $0.2567 per share in cash (~$20 million total)
• Series A Preferred stockholders got $42.5 million cash plus 3,037,959 Tripadvisor shares
• $326 million in Exchangeable Debentures were repaid

The merger resulted in Tripadvisor retiring about 23.8 million shares previously held by Liberty TripAdvisor, including 14 million common shares and 12.8 million Class B shares. This strategic move simplifies Tripadvisor's capital structure into a single share class with no controlling stockholder. Additionally, Tripadvisor completed its conversion from a Delaware to Nevada corporation.

Positive

• Simplified capital structure with single class of shares, eliminating controlling stockholder
• Net reduction of ~23.8M shares outstanding, potentially increasing value per share
• Successfully completed merger with Liberty TripAdvisor, consolidating ownership structure

Negative

• Cash outlay of ~$430M for merger transaction
• Additional debt repayment of ~$326M for Exchangeable Debentures
• Issuance of 3,037,959 new shares to Liberty TripAdvisor preferred shareholder

Insights

Financial Analyst

Tripadvisor simplifies its structure by eliminating controlling shareholder, reducing share count by 23.8M, and converting to single-class shares.

Tripadvisor's $430 million acquisition of Liberty TripAdvisor marks a significant financial restructuring that addresses several long-standing investor concerns. The transaction has eliminated Liberty TripAdvisor's controlling position and resulted in a substantial net reduction of 23.8 million shares through an elegant financial maneuver. Tripadvisor retired 26.8 million shares previously held by Liberty TripAdvisor (14.0M common shares and 12.8M Class B shares) while issuing only 3.0M new shares to Liberty's preferred shareholder.

The transaction structure included $20 million in cash payments to Liberty TripAdvisor common stockholders, $42.5 million plus stock to preferred shareholders, and approximately $326 million to debenture holders. This share retirement effectively functions as a significant share repurchase program without depleting Tripadvisor's cash reserves beyond the specified cash payments.

The elimination of the dual-class share structure and controlling shareholder creates a more conventional ownership profile that typically appeals to institutional investors who favor governance simplicity. Companies with complex controlling structures often trade at valuation discounts compared to peers with simpler ownership structures. The transition to a single class of shares outstanding positions Tripadvisor with a cleaner capitalization table and potentially expands its appeal to a broader investor base.

Corporate Governance Expert

Tripadvisor transforms governance by eliminating controlling shareholder, consolidating dual-class shares, and redomesticating to Nevada, enhancing strategic flexibility.

This transaction represents a fundamental governance transformation for Tripadvisor through the elimination of its dual-class share structure. By retiring all 12.8 million Class B shares previously held by Liberty TripAdvisor, the company has transitioned to a single-class structure with no controlling shareholder. This "one share, one vote" framework aligns with governance best practices advocated by institutional shareholders and proxy advisory firms.

The removal of a controlling shareholder significantly enhances board independence and strategic optionality. Controlled companies typically face constraints on major corporate decisions requiring controlling shareholder approval. Tripadvisor's board and management now have greater autonomy to evaluate strategic alternatives, capital allocation decisions, and potential corporate transactions without the need to navigate a controlling shareholder's interests.

The concurrent redomestication from Delaware to Nevada, while less prominent in the announcement, provides Tripadvisor with a different legal framework as it enters this new chapter. Nevada's corporate statutes offer distinct protections and regulatory provisions compared to Delaware law. This legal transition, approved by shareholders in June 2023, complements the ownership restructuring and provides the foundation for Tripadvisor's governance as a widely-held public company with a simplified capital structure.

NEEDHAM, Mass., April 29, 2025 /PRNewswire/ -- Tripadvisor, Inc. (NASDAQ: TRIP) ("Tripadvisor") today 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, Inc. 
The Tripadvisor Group connects people to experiences worth sharing, and aims to be the world's most trusted source for travel and experiences. We leverage our brands, technology, and capabilities to connect our global audience with partners through rich content, travel guidance, and two-sided marketplaces for experiences, accommodations, restaurants, and other travel categories. The subsidiaries of Tripadvisor, Inc. (Nasdaq: TRIP), include a portfolio of travel brands and businesses, including Tripadvisor, Viator, and TheFork.

Cautionary Note Regarding Forward Looking Statements 
This Press Release includes certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including certain statements relating to the redemption of the remaining Exchangeable Debentures and other matters related to Tripadvisor no longer having a controlling stockholder. All statements other than statements of historical fact are "forward-looking statements" for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases such as "possible," "potential," "intends" or "expects" or other words or phrases of similar import or future or conditional verbs such as "will," "may," "might," "should," "would," "could," or similar variations. These forward-looking statements involve many risks and uncertainties that could cause actual results and the timing of events to differ materially from those expressed or implied by such statements, including, but not limited to: the parties may not realize the potential benefits of the Merger in the near term or at all; the redemption of the remaining Exchangeable Debentures may not be achieved; there may be liabilities that are not known, probable or estimable at this time; unfavorable outcome of legal proceedings; risks related to disruption of management time; risks relating to Tripadvisor operating without a controlling stockholder; risks inherent to the business may result in additional strategic and operational risks, which may impact Tripadvisor's risk profile, which the company may not be able to mitigate effectively; and other risks and uncertainties detailed in periodic reports that Tripadvisor files with the SEC. These forward-looking statements speak only as of the date of this Press Release, and Tripadvisor expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Tripadvisor's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Tripadvisor, including its most recent Forms 10-K and 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports Tripadvisor subsequently files with the SEC, for additional information about Tripadvisor and about the risks and uncertainties related to Tripadvisor's business which may affect the statements made in this Press Release. 

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SOURCE Tripadvisor

FAQ

How much is Tripadvisor (TRIP) paying for Liberty TripAdvisor merger in 2025?

Tripadvisor is paying approximately $430 million total for the Liberty TripAdvisor merger, based on April 28, 2025 closing price of $12.82 per share. This includes $20 million in cash for common stock, $42.5 million in cash plus 3,037,959 shares for preferred stock, and about $326 million for exchangeable debentures.

How many shares will be reduced after Tripadvisor's Liberty merger?

The merger results in a net reduction of approximately 23.8 million shares outstanding, after retiring Liberty TripAdvisor's holdings of 14,023,684 common shares and 12,799,999 Class B shares, and issuing 3,037,959 new common shares.

What happens to Liberty TripAdvisor shareholders after TRIP merger 2025?

Liberty TripAdvisor Series A and B common stockholders receive $0.2567 per share in cash. Preferred stockholders receive a total of $42.5 million in cash plus 3,037,959 Tripadvisor common shares. Exchangeable Debenture holders are repaid according to terms.

How does the Liberty merger affect Tripadvisor's ownership structure?

The merger simplifies Tripadvisor's capital structure by converting it to a single class of shares with no controlling stockholder, eliminating the dual-class structure previously in place through Liberty TripAdvisor's holdings.

What state is Tripadvisor incorporated in after April 2025?

As of April 29, 2025, Tripadvisor completed its redomestication by converting from a Delaware corporation to a Nevada corporation, following stockholder approval from June 2023.