Tripadvisor to Acquire Liberty TripAdvisor in a Second Quarter Deal

Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. have announced a merger agreement in which Tripadvisor will acquire Liberty TripAdvisor. The deal is set to close in the second quarter of 2025.

Under the agreement, the shares of Liberty TripAdvisor Series A Common Stock and Series B Common Stock will be converted into the right to receive $0.2567 per share in cash, totaling approximately $20 million overall. Liberty TripAdvisor’s 8% Series A Cumulative Redeemable Preferred Stock will be converted into the right to receive, in total, $42,471,000 in cash and 3,037,959 shares of Tripadvisor common stock. Liberty TripAdvisor’s Exchangeable Senior Debentures of approximately $330 million will be repaid per their terms.

Liberty TripAdvisor owns over 16 million shares of Tripadvisor common stock and nearly 13 million shares of Tripadvisor Class B common stock. With the merger’s completion, Tripadvisor plans to retire approximately 27 million shares of its common stock currently held by Liberty TripAdvisor. The company sees this transaction as effectively a repurchase of the Tripadvisor common stock held by Liberty TripAdvisor. The estimated total transaction value is approximately $435 million.

The merger is expected to simplify Tripadvisor’s capital structure, creating more strategic flexibility for the company. Tripadvisor President & CEO Matt Goldberg expressed excitement for the opportunities this merger brings, citing the chance to simplify their capital structure, create strategic flexibility, and retire a significant portion of their shares. Greg Maffei, Chairman of the Board of Tripadvisor and President and CEO of Liberty TripAdvisor, also expressed belief in the transaction’s potential to maximize value for Liberty TripAdvisor stakeholders.

This transaction was unanimously recommended by the Tripadvisor Special Committee and approved by the Tripadvisor and Liberty TripAdvisor Board of Directors. The merger’s closing is subject to certain conditions, including the adoption of the Merger Agreement by the majority of the outstanding shares of Liberty TripAdvisor Series A and Series B common stock. Further details about the merger will be posted on Tripadvisor’s investor relations website.