TripAdvisor to acquire Liberty TripAdvisor Holdings in cash-and-stock merger to simplify structure

TripAdvisor, Inc.

LTRP common shareholders to receive $0.2567 per share in cash; preferred holders: $42.5M cash + 3.04M TRIP shares.
Transaction eliminates TRIP's dual-class structure as LTRP (56.8% voting power) merges into a TRIP subsidiary.
LTRP's ~$330M 0.50% exchangeable senior debentures to be repaid at closing or via TRIP loan facility.
Merger requires LTRP common and preferred stockholder approval; closing targeted by Sep 18, 2025; termination fee ~$16.3M.
Key shareholders Gregory Maffei (39% voting) and Certares (preferred holder) entered voting agreements supporting the deal.

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