Tripadvisor has unveiled plans to buy back its Series A and Series B common stock from Liberty TripAdvisor Holdings in a $435 million agreement aimed at streamlining ownership and creating strategic flexibility for the online travel company. Liberty TripAdvisor has held a controlling interest in Tripadvisor since 2012.
Announced Thursday, the deal is expected to close by the second quarter of 2025, PhocusWire reported. The transaction represents roughly 19% of Tripadvisor’s common and Class B shares and is intended to simplify the company’s capital structure.
"We are pleased with the agreement reached with Liberty TripAdvisor, and I want to thank the Special Committee for its diligent work on behalf of all stakeholders," said Tripadvisor president and CEO Matt Goldberg. "The transaction presents a unique and favorable opportunity to simplify our capital structure, create strategic flexibility, and retire a large portion of our shares, while maintaining a healthy balance sheet. We believe this transaction marks a new era for Tripadvisor and we are excited to continue to pursue our strategic vision across travel and experiences."
The decision follows months of deliberation by Tripadvisor's special committee, which was formed in February to evaluate the possibility of selling the company. However, by May, the committee concluded that a sale was not in the best interests of shareholders.
Greg Maffei, chairman of Tripadvisor’s board and CEO of Liberty TripAdvisor, emphasized the benefits of the new deal for both sides. "We believe this transaction maximizes value for Liberty TripAdvisor stakeholders given the challenges of its capital structure that were exacerbated during COVID. This will simplify Tripadvisor's corporate structure and allow management to focus on their go forward operating strategy,” he said. "There is value to be unlocked at Tripadvisor, particularly in experiences, and the company will be more nimble to pursue these opportunities with a simplified corporate structure. We appreciate the work that Tripadvisor and Certares have done to reach this agreement."
The transaction was unanimously recommended by Tripadvisor’s special committee, which consisted of “independent and disinterested directors”, and has also been approved by the both companies’ boards. The final step will require approval from a majority of Liberty TripAdvisor stockholders.
Tripadvisor, founded in 2000 by Steve Kaufer, was first acquired by IAC in 2004 before being spun off alongside Expedia in 2005. It became a publicly traded company in 2011, with Liberty Interactive Corporation acquiring a controlling stake a year later. Then, in 2014, Liberty created a new entity called Liberty TripAdvisor Holdings.
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