Item 15. Additional Information
(c) Other Material Information. Item 15(c) of the transaction statement is hereby amended and supplemented as follows:
On April 24, 2025, at a special meeting (the “special meeting”) of the holders of Liberty TripAdvisor’s Series A common stock, par value $0.01 (the “Series A common stock”), and Liberty TripAdvisor’s Series B common stock, par value $0.01 per share (the “Series B common stock”), such holders voted to (i) approve a proposal (the “merger proposal”) to adopt the merger agreement and the transactions contemplated thereby (including the merger), (ii) approve a proposal (the “charter amendment proposal”) to adopt an amendment to the Restated Certificate of Incorporation of Liberty TripAdvisor, dated August 27, 2014 (as amended from time to time), which amends certain provisions of the Certificate of Designations of Liberty TripAdvisor’s 8% Series A Cumulative Redeemable Preferred Stock, dated March 15, 2020 (as amended), (iii) approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Liberty TripAdvisor’s named executive officers that is based on or otherwise relates to the merger agreement and the transactions contemplated thereby, and (iv) approve a proposal (the “adjournment proposal”) to adjourn the special meeting from time to time to solicit additional proxies in favor of the merger proposal or the charter amendment proposal, as applicable, if there are insufficient votes at the time of such adjournment to approve the merger proposal or the charter amendment proposal, as applicable, or if otherwise determined by the chairperson of the special meeting to be necessary or appropriate. Although the adjournment proposal was approved, the meeting was not adjourned prior to the votes on the merger proposal and charter amendment proposal.
In addition, on April 24, 2025, Liberty TripAdvisor issued a press release announcing the results of the special meeting. The press release is attached as Exhibit 99.1 to Liberty TripAdvisor’s Current Report on Form 8-K, filed with the SEC on April 24, 2025, both of which are incorporated by reference herein as Exhibits (a)(10) and (a)(11), respectively, hereto.
On April 29, 2024, Liberty TripAdvisor filed the certificate of merger with respect to the merger with the Secretary of State of Delaware, pursuant to which the merger became effective. As a result, Liberty TripAdvisor became an indirect wholly owned subsidiary of Tripadvisor. Immediately following the effective time of the merger, Liberty TripAdvisor, as the surviving corporation of the merger, filed a certificate of ownership and merger with respect to the ParentSub LLC merger with the Secretary of State of Delaware, pursuant to which the ParentSub LLC merger became effective. Upon the ParentSub LLC merger, the separate corporate existence of Liberty TripAdvisor ceased.
At the effective time of the merger, in accordance with the terms of the merger agreement, shares of Liberty TripAdvisor’s Series A common stock and Series B common stock, issued and outstanding immediately prior to the effective time of the merger, ceased to be outstanding and were converted into the right to receive $0.2567 in cash (without interest thereon).
In connection with the consummation of the merger, Liberty TripAdvisor’s Series A common stock and Series B common stock are no longer quoted on the OTCQB Venture Market operated by OTC Markets Group Inc., effective as of the effective time of the merger prior to market open on April 29, 2025. The surviving company in the combination intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the termination of the registration of its Series A common stock and Series B common stock under Section 12(g) of the Exchange Act and the suspension of Liberty TripAdvisor’s reporting obligations under Section 13(a) and Section 15(d) of the Exchange Act as promptly as practicable.
In addition, on April 29, 2025, Liberty TripAdvisor filed a Current Report on Form 8-K with the SEC announcing the closing of the merger, which is incorporated by reference herein as Exhibit (a)(12).
Item 16. Exhibits