TripAdvisor (TRIP) Proxy Filing summary

Executive summary

• Tripadvisor will acquire Liberty TripAdvisor Holdings in a merger valued at approximately $435 million, including cash and stock consideration, and repayment of $330 million in exchangeable debentures.

• Liberty TripAdvisor common stockholders will receive $0.2567 per share in cash, and Series A preferred holders will receive $42.5 million in cash and 3,037,959 Tripadvisor shares.

• The transaction will retire about 27 million Tripadvisor shares, simplifying the capital structure and eliminating the controlling stockholder.

• The merger is expected to close in Q2 2025, subject to shareholder approval and customary conditions.

Voting matters and shareholder proposals

• The merger requires approval by a majority of Liberty TripAdvisor Series A and B common stockholders and Series A preferred holders.

• Gregory B. Maffei, holding about 39% of voting power, has agreed to vote in favor, subject to certain exceptions.

• Certares LTRIP LLC, the Series A preferred holder, has also agreed to vote in favor of the charter amendment.

Board of directors and corporate governance

• The transaction was unanimously recommended by Tripadvisor’s Special Committee of independent directors and approved by both boards.

• Post-merger, Tripadvisor will have a single class of shares and no controlling stockholder, enhancing governance alignment.