8-K
filed April 29, 2025, 7:59 PM ET
CIK 0001606745
M&A
confidence high
sentiment neutral
materiality 1.00
Liberty TripAdvisor Holdings, Inc.: M&A transaction — Tripadvisor completes acquisition of Liberty TripAdvisor; shareholders receive $0.2567 per share
Liberty TripAdvisor Holdings, Inc.
- Each LTRPA/LTRPB share converted into $0.2567 cash; LTRPP received $42.5M cash + 3.0M Tripadvisor shares.
- Directors resigned immediately prior to closing; Merger Sub officers assumed control; surviving entity is TellurideSub LLC.
- Liberty TripAdvisor common stock to be delisted from OTCQB; Form 15 filed to terminate SEC reporting obligations.
- Governance, services, and loan agreements terminated upon closing of the merger.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Liberty TripAdvisor Holdings, Inc.: Amended Restated Certificate of Incorporation to modify Certificate of Designations of LTRPP in connection with merger (effective 2025-04-29).
- Change
- charter amendment
- Effective
- 2025-04-29
Exact text from the filing
on April 29, 2025, prior to the Effective Time, the Restated Certificate of Incorporation of Liberty TripAdvisor was amended to amend certain provisions of the Certificate of Designations of LTRPP
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Liberty TripAdvisor Holdings, Inc.: Amended and restated Restated Certificate of Incorporation in its entirety at Effective Time.
- Change
- charter amendment
Exact text from the filing
at the Effective Time, the Restated Certificate of Incorporation of Liberty TripAdvisor, as amended, as in effect immediately prior to the Effective Time, was amended and restated in its entirety
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Liberty TripAdvisor Holdings, Inc.: Amended and restated Amended and Restated Bylaws in their entirety at Effective Time.
- Change
- bylaw amendment
Exact text from the filing
at the Effective Time, the Amended and Restated Bylaws of Liberty TripAdvisor, as amended, as in effect immediately prior to the Effective Time, was amended and restated in its entirety
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Liberty TripAdvisor Holdings, Inc. underwent a change of control involving Tripadvisor, Inc. (closed 2025-04-29).
- Action
- change of control
- Counterparty
- Tripadvisor, Inc.
- Closing
- 2025-04-29
Exact text from the filing
On April 29, 2025 (the “ Closing Date ”), pursuant to the Agreement and Plan of Merger, dated as of December 18, 2024 (the “ Merger Agreement ”), entered into by and among Tripadvisor, Inc., a Nevada corporation (“ Tripadvisor ”), Liberty TripAdvisor Holdings, Inc., a Delaware corporation (“ Liberty TripAdvisor ”), and Telluride Merger Sub Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Tripadvisor (“ Merger Sub ”), Merger Sub merged with and into Liberty TripAdvisor (the “ Merger ”), with Liberty TripAdvisor surviving the Merger as the surviving corporation and an indirect wholly-owned subsidiary of Tripadvisor, and, immediately following the Merger, Liberty TripAdvisor (as the surviving corporation in the Merger) merged with and into TellurideSub LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Tripadvisor (“ ParentSub LLC ”) (such merger, the “ ParentSub LLC Merger ” and, together with the Merger and the other transactions co
View on SEC.gov
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