Liberty TripAdvisor Holdings Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
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Item 7.01. Regulation FD Disclosure.
On March 24, 2025, Liberty TripAdvisor Holdings, Inc., a Delaware corporation (“Liberty TripAdvisor”), issued a press release announcing that it will hold a virtual special meeting of its holders of Series A common stock and Series B common stock on Thursday, April 24, 2025 at 10:15 a.m. M.T. At the special meeting, such stockholders will be asked to consider and vote on (i) a proposal to approve the adoption of the Agreement and Plan of Merger, dated December 18, 2024, by and among Tripadvisor, Inc., a Delaware corporation (“Tripadvisor”), Liberty TripAdvisor and Telluride Merger Sub Corp., a Delaware corporation and an indirect wholly owned subsidiary of Tripadvisor (“Merger Sub”), pursuant to which, among other things, Merger Sub will merge with and into Liberty TripAdvisor, with Liberty TripAdvisor surviving the merger and becoming an indirect wholly owned subsidiary of Tripadvisor, and (ii) a proposal to approve the adoption of an amendment to the Restated Certificate of Incorporation of Liberty TripAdvisor, dated August 27, 2014, which amends certain provisions of the Certificate of Designations of Liberty TripAdvisor 8% Series A Cumulative Redeemable Preferred Stock, dated March 15, 2020, as amended.
This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit |
Description | |
| 99.1 | Press Release, dated March 24, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 24, 2025
| LIBERTY TRIPADVISOR HOLDINGS, INC. | ||
| By: | /s/ Katherine C. Jewell | |
| Name: Katherine C. Jewell | ||
| Title: Vice President | ||