Tripadvisor Finalizes Acquisition of Liberty TripAdvisor

The merger ends Liberty TripAdvisor’s independent operations and delists its stock as integration concludes.

April 30, 2025

Tripadvisor Consolidates Control in Major Corporate Restructuring

Tripadvisor has officially brought Liberty TripAdvisor fully under its umbrella. On April 29, 2025, the two companies completed a merger that folds Liberty TripAdvisor into Tripadvisor’s corporate structure. This move marks the end of Liberty TripAdvisor’s operations as a standalone entity and positions Tripadvisor to manage its assets and operations more directly.

The transaction, based on an agreement signed in December 2024, was carried out through a series of steps:

• Telluride Merger Sub Corp.—a Tripadvisor subsidiary—merged into Liberty TripAdvisor


• Immediately afterward, Liberty TripAdvisor merged into TellurideSub LLC, another Tripadvisor subsidiary

With these steps completed, Liberty TripAdvisor became a wholly-owned arm of Tripadvisor.

As part of the deal:

• Common shareholders received $0.2567 per share in cash, unless the shares were excluded under specific terms


• Preferred shareholders received a mix of $42.5 million in cash and 3,037,959 Tripadvisor common shares


• All outstanding stock options were terminated with no payout

Several long-standing agreements were closed out alongside the transaction. These included:

• A governance agreement involving Barry Diller


• A services contract with Liberty Media


• A loan agreement between Tripadvisor and Liberty TripAdvisor signed earlier this year

Each of these agreements was terminated in line with the terms outlined in the merger documents.

Delisting and Reporting Changes

With Liberty TripAdvisor no longer operating independently, its stock has been removed from the OTCQB Venture Market. Tripadvisor intends to file Form 15 with the SEC, which will formally end Liberty TripAdvisor’s stock registration and suspend its reporting requirements under the Securities Exchange Act.

Leadership and Governance Transition

Changes in leadership accompanied the merger. Directors of Liberty TripAdvisor resigned prior to the transaction’s close. Their positions were filled by the directors and officers from the Tripadvisor subsidiary that initiated the merger, allowing for continuity in oversight during the transition.

Updated Charter and Bylaws

To complete the integration, Liberty TripAdvisor’s governing documents were updated. Its Certificate of Incorporation and Bylaws were amended and restated to align with Tripadvisor’s structure and governance standards. These changes ensured the preferred shares were handled in accordance with the agreed merger terms and reflect Liberty TripAdvisor’s new role as a Tripadvisor subsidiary.

With the transaction now closed, Tripadvisor can operate with a streamlined corporate structure and a clearer capital alignment. The company is positioned to move forward without the administrative complexity of managing a separately traded tracking stock.