{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-25-041262","form_type":"8-K","ticker":null,"cik":"0001606745","company_name":"Liberty TripAdvisor Holdings, Inc.","filed_at":"2025-04-29T23:59:59+00:00","discovered_at":"2026-05-14T18:02:48.997339+00:00","generated_at":"2026-05-23T03:50:06.788503+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Tripadvisor completes acquisition of Liberty TripAdvisor; shareholders receive $0.2567 per share","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-25-041262","json":"https://secwatch.observer/filing/0001104659-25-041262.json","markdown":"https://secwatch.observer/filing/0001104659-25-041262.md","text":"https://secwatch.observer/filing/0001104659-25-041262.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1606745/000110465925041262/0001104659-25-041262-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1606745/000110465925041262/tm2513413d2_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-23T03:50:06.788503+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"543c3d7bbae6382cb92d179d374db9cc5d8a99c4","claim":"Liberty TripAdvisor Holdings, Inc.: Amended Restated Certificate of Incorporation to modify Certificate of Designations of LTRPP in connection with merger (effective 2025-04-29).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1606745/000110465925041262/0001104659-25-041262-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2025-04-29"}],"fact_type":"governance_change"},{"claim_id":"8d2a6b695b131877ef471045dc2b3be6a25c0702","claim":"Liberty TripAdvisor Holdings, Inc.: Amended and restated Restated Certificate of Incorporation in its entirety at Effective Time.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1606745/000110465925041262/0001104659-25-041262-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"e59d1bb25089296d7700f3e05eca1a2e504eedeb","claim":"Liberty TripAdvisor Holdings, Inc.: Amended and restated Amended and Restated Bylaws in their entirety at Effective Time.","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1606745/000110465925041262/0001104659-25-041262-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"e8cafb1ed987a5e57441f43b3fc83bebee41b08e","claim":"Liberty TripAdvisor Holdings, Inc. underwent a change of control involving Tripadvisor, Inc. (closed 2025-04-29).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1606745/000110465925041262/0001104659-25-041262-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Tripadvisor, Inc."},{"label":"Closing","value":"2025-04-29"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}