Liberty Tripadvisor Hldgs Stock Price, News & Analysis

Liberty TripAdvisor Holdings, Inc. (OTCMKTS: LTRPB) is associated with the information sector and is classified in data processing, hosting, and related services. According to company disclosures, Liberty TripAdvisor Holdings, Inc. consists of its subsidiary Tripadvisor. The business is therefore closely tied to Tripadvisor’s role in connecting users with travel and experience-related content and services.

Liberty TripAdvisor trades under two classes of common stock, Series A (LTRPA) and Series B (LTRPB), on the OTC markets. Company communications describe Liberty TripAdvisor as holding Tripadvisor, which operates as a family of brands that connects people to experiences worth sharing and aims to be a trusted source for travel and experiences. Tripadvisor uses its brands, technology, and capabilities to connect a global audience with partners through content, travel guidance, and two-sided marketplaces for experiences, accommodations, restaurants, and other travel categories.

Liberty TripAdvisor’s corporate activity has been significantly shaped by its relationship with Tripadvisor. Public announcements state that Liberty TripAdvisor owns shares of Tripadvisor common stock and Tripadvisor Class B common stock. In a merger agreement announced by Tripadvisor and Liberty TripAdvisor, it was disclosed that Tripadvisor views the transaction as effectively a repurchase of Tripadvisor common stock held by Liberty TripAdvisor and that the transaction is expected to simplify Tripadvisor’s corporate structure into a single class of shares with no controlling stockholder.

At a later special meeting of stockholders of Liberty TripAdvisor, the holders of LTRPA and LTRPB approved proposals to adopt an Agreement and Plan of Merger among Tripadvisor, Liberty TripAdvisor, and an indirect wholly owned subsidiary of Tripadvisor. Under that merger agreement, the subsidiary will merge with and into Liberty TripAdvisor, with Liberty TripAdvisor surviving the merger and becoming an indirect wholly owned subsidiary of Tripadvisor. Company communications state that, in connection with the merger, Liberty TripAdvisor is expected to become an indirect wholly owned subsidiary of Tripadvisor and that shares of LTRPA and LTRPB issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive a specified cash amount per share.

Liberty TripAdvisor has indicated that, upon the effective time of the merger, it expects that shares of LTRPA and LTRPB will cease to be quoted on the OTCQB Venture Market. The surviving company in the merger intends to file a certification on Form 15 with the U.S. Securities and Exchange Commission requesting the termination of registration of LTRPA and LTRPB under Section 12(g) of the Securities Exchange Act of 1934 and the suspension of Liberty TripAdvisor’s reporting obligations under Sections 13 and 15(d) of that Act with respect to LTRPA and LTRPB.

In addition to merger-related developments, Liberty TripAdvisor regularly communicates with investors through annual investor meetings, virtual annual meetings of stockholders, and participation in industry and investor conferences. The company also participates in quarterly Q&A conference calls held in conjunction with Liberty Broadband Corporation’s earnings calls, where management may discuss Liberty TripAdvisor’s financial performance, outlook, and other forward-looking matters, as described in press releases.

Because Liberty TripAdvisor’s structure is centered on its subsidiary Tripadvisor, investors researching LTRPB are often focused on how Liberty TripAdvisor’s holdings in Tripadvisor interact with Tripadvisor’s broader travel and experiences platform. Public statements emphasize that Tripadvisor operates travel media brands and businesses that connect audiences and partners through travel guidance and marketplaces for experiences, accommodations, restaurants, and other travel categories.

Business relationship with Tripadvisor

Company disclosures state that Liberty TripAdvisor consists of its subsidiary Tripadvisor and that Liberty TripAdvisor owns shares of Tripadvisor common stock and Tripadvisor Class B common stock. In connection with the announced merger, Tripadvisor has stated that, upon consummation of the transaction, it plans to retire a significant number of shares of Tripadvisor common stock currently held by Liberty TripAdvisor, net of shares underlying a variable prepaid forward contract. Tripadvisor has described this as effectively a repurchase of Tripadvisor common stock held by Liberty TripAdvisor and has indicated that the transaction is expected to simplify Tripadvisor’s capital structure.

Planned merger and corporate status

According to joint announcements by Tripadvisor and Liberty TripAdvisor, the companies entered into an agreement and plan of merger under which Tripadvisor will acquire Liberty TripAdvisor. Following stockholder approval at a virtual special meeting of holders of LTRPA and LTRPB, Liberty TripAdvisor reported that it expects to become an indirect wholly owned subsidiary of Tripadvisor on a specified date. In connection with the merger, Liberty TripAdvisor has stated that shares of LTRPA and LTRPB outstanding immediately prior to the effective time of the merger will be converted into the right to receive cash consideration per share.

Liberty TripAdvisor further expects that, upon the effective time of the merger and prior to market open on the stated date, shares of LTRPA and LTRPB will cease to be quoted on the OTCQB Venture Market. The surviving company in the merger intends to file a Form 15 with the SEC to terminate the registration of LTRPA and LTRPB and to suspend Liberty TripAdvisor’s reporting obligations with respect to those securities.

Investor communications and events

Liberty TripAdvisor has announced multiple investor-focused events and communications. These include an annual investor meeting held in New York, which occurs concurrently with the annual investor meeting of Liberty Media Corporation and includes presentations related to Liberty TripAdvisor and other related entities. The company has also announced virtual annual meetings of stockholders, where stockholders of record as of a specified record date can listen, vote, and submit questions via an online platform.

Press releases indicate that Liberty TripAdvisor participates in conferences such as the MoffettNathanson Media, Internet & Communications Conference and the Goldman Sachs Communacopia & Technology Conference, where its Chairman, President and CEO may make observations regarding the company’s financial performance and outlook. The company also invites shareholders and analysts to brief quarterly Q&A sessions following Liberty Broadband Corporation’s earnings conference calls, during which management may accept questions regarding Liberty TripAdvisor.

Industry context

Liberty TripAdvisor is associated with the information sector and data processing, hosting, and related services. Through its subsidiary Tripadvisor, it is connected to travel media and experiences platforms that rely on technology, content, and online marketplaces to connect users and partners. Company descriptions of Tripadvisor emphasize travel guidance, rich content, and two-sided marketplaces for experiences, accommodations, restaurants, and other travel categories.

LTRPB as a historical security

Based on Liberty TripAdvisor’s own announcements, LTRPB represents Series B common stock of Liberty TripAdvisor Holdings, Inc. The company has communicated that, in connection with the approved merger with Tripadvisor, it expects Liberty TripAdvisor to become an indirect wholly owned subsidiary of Tripadvisor and that shares of LTRPA and LTRPB will cease to be quoted on the OTCQB Venture Market upon the effective time of the merger. The surviving company in the merger intends to seek termination of registration and suspension of reporting obligations for LTRPA and LTRPB. As a result, LTRPB is expected to function as a historical ticker representing Liberty TripAdvisor’s Series B common stock prior to its acquisition by Tripadvisor.