Tripadvisor and Liberty TripAdvisor Announce Planned Merger

Core Viewpoint - Tripadvisor, Inc. has announced a merger agreement to acquire Liberty TripAdvisor Holdings, Inc., which is expected to simplify Tripadvisor's capital structure and enhance strategic flexibility [1][3]. Group 1: Merger Details - The merger will convert Liberty TripAdvisor's Series A and Series B Common Stock into cash payments totaling approximately $20 million, and its 8% Series A Cumulative Redeemable Preferred Stock into $42,471,000 in cash and 3,037,959 shares of Tripadvisor common stock [1]. - The transaction will also involve the repayment of Liberty TripAdvisor's Exchangeable Senior Debentures, amounting to approximately $330 million [1]. - The total transaction value is approximately $435 million, with an implied share price of $16.21 for the acquisition of Tripadvisor common stock, reflecting a 16% premium based on the 10-day volume-weighted average share price as of December 17, 2024 [2]. Group 2: Strategic Implications - The merger is viewed as a repurchase of Tripadvisor common stock held by Liberty TripAdvisor, allowing Tripadvisor to retire around 27 million shares, thus simplifying its capital structure into a single class of shares [2]. - Tripadvisor's CEO, Matt Goldberg, emphasized that the transaction presents a favorable opportunity to simplify the capital structure and pursue strategic goals in travel and experiences [3]. - Greg Maffei, Chairman of both Tripadvisor and Liberty TripAdvisor, noted that the transaction maximizes value for Liberty TripAdvisor stakeholders and allows Tripadvisor to focus on unlocking value, particularly in experiences [3]. Group 3: Approval and Conditions - The transaction has been unanimously recommended by Tripadvisor's Special Committee and approved by the Boards of Directors of both companies, but is subject to customary conditions, including majority shareholder approval from Liberty TripAdvisor [3][4]. - If the merger does not close by March 27, 2025, Tripadvisor will provide a loan to Liberty TripAdvisor to address any Exchangeable Debentures that may be put to Liberty TripAdvisor on that date [3].