Potter Anderson Advises Liberty TripAdvisor in $435 Million Acquisition by Tripadvisor

Liberty TripAdvisor Holdings, Inc. has announced that they have entered into an agreement and plan of merger whereby they will be acquired by their subsidiary, Tripadvisor, which operates as a family of brands that connects people to experiences worth sharing, and aims to be the world's most trusted source for travel and experiences. The aggregate transaction value is approximately $435 million, and will result in the simplification of Tripadvisor's capital structure into a single class of shares with no controlling stockholder, thereby creating more strategic flexibility for Tripadvisor.

In connection with the merger, shares of Liberty TripAdvisor Series A Common Stock and Series B Common Stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive $0.2567 per share in cash (without interest), totaling approximately $20 million in the aggregate. Additionally, all of the shares of Liberty TripAdvisor's 8% Series A Cumulative Redeemable Preferred Stock issued and outstanding immediately prior to the effective time of the merger will be converted into the right to receive, in the aggregate, $42,471,000 in cash, without interest, and 3,037,959 shares of Tripadvisor common stock. Finally, Liberty TripAdvisor's 0.50% Exchangeable Senior Debentures of approximately $330 million will be repaid in accordance with their terms. 

The transaction is expected to close in the second quarter of 2025.

Potter Anderson & Corroon LLP acted as Delaware counsel to Liberty TripAdvisor. The team included partners Michael Tumas and Roxanne Houtman and associates Olivia Arasim and Evan Hockenberger.

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