---
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"
generated_at: "2026-05-23T03:50:06.788503+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Tripadvisor completes acquisition of Liberty TripAdvisor; shareholders receive $0.2567 per share

## Summary
- 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.

## SEC filing metadata
- accession: 0001104659-25-041262
- form_type: 8-K
- cik: 0001606745
- company_name: Liberty TripAdvisor Holdings, Inc.
- filed_at: 2025-04-29T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-041262
- JSON: https://secwatch.observer/filing/0001104659-25-041262.json
- Plain text: https://secwatch.observer/filing/0001104659-25-041262.txt

## Key facts
- Governance Changes
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1606745/000110465925041262/0001104659-25-041262-index.htm
- Governance Changes
  Liberty TripAdvisor Holdings, Inc.: Amended and restated Restated Certificate of Incorporation in its entirety at Effective Time.
  - Change: charter amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1606745/000110465925041262/0001104659-25-041262-index.htm
- Governance Changes
  Liberty TripAdvisor Holdings, Inc.: Amended and restated Amended and Restated Bylaws in their entirety at Effective Time.
  - Change: bylaw amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1606745/000110465925041262/0001104659-25-041262-index.htm
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1606745/000110465925041262/0001104659-25-041262-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.