SecProbe.io

February 12, 2025
Renee Wilm
Chief Legal Officer and Chief Administrative Officer
Liberty TripAdvisor Holdings, Inc.
12300 Liberty Boulevard
Englewood, Colorado 80112
Re:Liberty TripAdvisor Holdings, Inc.
Schedule 13E-3 filed January 23, 2025
File No. 005-88301
Preliminary Proxy Statement on Schedule 14A
Filed January 23, 2025
File No. 001-36603
Dear Renee Wilm:
            We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond.  If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule 13E-3 and Preliminary Proxy Statement on Schedule 14A
General
1.We note that Tripadvisor has requested confidential treatment for Exhibits (c)(4)
through (9), (c)(11) through (c)(13) and (c)(16) through (c)(18).  We will review and
provide comments on the request separately.  All comments concerning the
confidential treatment request should be resolved prior to mailing the proxy statement.
We note the following disclosure in the Schedule 13E-3: “The information concerning
Liberty TripAdvisor contained in, or incorporated by reference into, this transaction
statement and the proxy statement was supplied by Liberty TripAdvisor.  Similarly,
all information concerning each other filing person contained in, or incorporated by
reference into, this transaction statement and the proxy statement was supplied by
such filing person.  No filing person, including Liberty TripAdvisor, is responsible for 2.

February 12, 2025
Page 2
the accuracy of any information supplied by any other filing person.”  This statement
is inconsistent with the disclosures in the filing, including the required attestation that
appears at the outset of the signature pages, and operates as an implied disclaimer of
responsibility for the filing.  Please revise or delete.
3.Rule 13e-3 requires that each issuer and affiliate engaged in a going private
transaction file a Schedule 13E-3 and furnish the required disclosures.  We note that
Mr. Maffei is the non-employee President, Chief Executive Officer and Chairman of
Liberty TripAdvisor, director of Tripadvisor, signatory to the Maffei voting
agreement, beneficially owns 97.3% of the Liberty TripAdvisor Series B common
stock and holds approximately 41.4% of the total voting power of the issued and
outstanding shares of Liberty TripAdvisor common stock in the aggregate, each as of
December 31, 2024.  We also note disclosure on pages 62 and 63 summarizing
preliminary presentations presented or delivered by Centerview on September 5 and
12 and October 4, 6 and 11, 2024 that contained “an overview of the proposed
transaction framework of a potential acquisition of Liberty TripAdvisor
‘communicated by Certares ’…” (emphasis added).  In your response letter, please
explain why Gregory B. Maffei and Certares, as the sole holder of all the issued and
outstanding shares of Liberty TripAdvisor preferred stock, are not affiliates of Liberty
TripAdvisor engaged directly or indirectly in the Rule 13e-3 transaction and should
not be listed as signatories to the Schedule 13E-3 signature page and included as filing
persons.  Alternatively, please revise the Schedule 13E-3 to include Mr. Maffei and
Certares as filing persons.
4.Please note that each new filing person must individually comply with the filing,
dissemination and disclosure requirements of Schedule 13E-3.  Please revise the
disclosure to include all the information required by Schedule 13E-3 and its
instructions for any filing persons added in response to the preceding comment.  For
example, include a statement as to whether each person believes the Rule 13e-3
transaction to be substantively and procedurally fair to unaffiliated security holders
and an analysis of the material factors upon which they relied in reaching such a
conclusion.  Refer to Item 8 to Schedule 13E-3 and Q&A No. 5 of Exchange Act
Release No. 17719 (April 13, 1981).  Alternatively, and to the extent applicable, the
affiliates may adopt the analysis and conclusions of another filing party on the
Schedule 13E-3.  In addition, be sure that each new filer signs the Schedule 13E-3.
We note disclosure in the Schedule 13E-3 that the Liberty TripAdvisor Board
determined that the merger agreement and the transactions contemplated thereby were
fair to Liberty TripAdvisor stockholders (including the disinterested stockholders).
The term “disinterested stockholders” is defined to mean the holders of the
outstanding shares of Liberty TripAdvisor capital stock  (emphasis added) other than
any outstanding shares beneficially owned by the enumerated entities listed on page 2
of the Schedule 13E-3 and page 24 of the preliminary proxy statement.  Such defined
term does not appear to exclude outstanding shares of preferred stock currently held
by Certares.  Similar language is repeated throughout the proxy statement.  While we
acknowledge other disclosure in the proxy statement that the Liberty TripAdvisor
Board and the buyer parties believe that the merger “is fair to Liberty TripAdvisor’s
‘unaffiliated security holders,’ as such term is defined” in Exchange Act Rule 13e-3, 5.

February 12, 2025
Page 3
with a view towards improved disclosure, please consider providing additional
disclosure to clarify that the reference to “unaffiliated security holders” is intended to
refer only to holders of Liberty TripAdvisor common stock.  Refer to the statement
described in Item 1014(a) of Regulation M-A and Exchange Act Rule 13e-3(a)(4).
Reasons for the Merger; Recommendation of the Liberty TripAdvisor Board; Fairness of the
Merger, page 44
6.The factors listed in Instruction 2 to Item 1014 of Regulation M-A and paragraphs (c),
(d) and (e) of Item 1014 are generally relevant to each filing person's fairness
determination and should be discussed in reasonable detail.  See paragraph (b) of Item
1014 of Regulation M-A and Questions 20 and 21 of Exchange Act Release No. 34-
17719 (April 13, 1981).  Please revise this section to include the factors described in
paragraphs (c), (d) and (e) of Item 1014, as well as clauses (i) through (v) and (viii) of
Instruction 2 to Item 1014 or explain why such factors were not deemed material or
relevant to the Liberty TripAdvisor Board’s fairness determination.  If the procedural
safeguards in Item 1014(c), (d) and (e) were not considered, please explain why the
Liberty TripAdvisor Board believes the Rule 13e-3 transaction is fair in the absence
of such safeguards.

This comment also applies to the disclosure in the section captioned “Position of
Tripadvisor, ParentSub LLC and Merger Sub as to the Fairness of the Merger”
beginning on page 64 with respect to paragraphs (c) and (d) and clause (viii) of
Instruction 2 to Item 1014.
Miscellaneous, page 53
7.Disclosure in the last sentence of the second paragraph on page 53 indicates that “[f]or
investment banking services, Citi was paid by Liberty TripAdvisor (and various other
entities associated with Liberty TripAdvisor) and Tripadvisor, during the two-year
period prior to the date of its opinion, approximately $23 million and approximately
$0.1 million, respectively.”  Please disclose and quantify, if applicable, any other fees,
in addition to fees for investment banking services, paid by Liberty TripAdvisor and
Tripadvisor to Citi.  Refer to Item 1015(b)(4).
Opinion of Centerview Partners LLC - General, page 61
Disclosure in the third paragraph of this section indicates that “[i]n the two years prior
to the date of its written opinion, except for its engagement by the Tripadvisor special
committee, Centerview had not been engaged to provide financial advisory or other
services to Tripadvisor, and Centerview had received between $500,000 and
$2,000,000 in compensation from Tripadvisor in connection with its engagement with
the Tripadvisor special committee during such period.”  Disclosure in the last
paragraph in this section indicates that “[i]n connection with Centerview’s services as
the financial advisor to the Tripadvisor special committee, Tripadvisor has agreed to
pay Centerview an aggregate fee of $10,500,000, $3,000,000 of which was payable
upon the rendering of Centerview’s opinion and $7,500,000 million of which is
payable contingent upon consummation of the transaction.”  With a view towards
improved disclosure, please clarify what services were performed for which 8.

February 12, 2025
Page 4
Centerview received between $500,000 and $2,000,000 in compensation that were not
included in the aggregate fee of $10,500,000, and explain why such compensation
cannot be specifically quantified.  Alternatively, disclose the actual compensation
paid.  Refer to Interpretive Response 217.01 of the Division of Corporation Finance’s
Compliance and Disclosure Interpretations for Going Private Transactions, Exchange
Act Rule 13e-3 and Schedule 13E-3, dated January 26, 2009.
Position of Tripadvisor, ParentSub LLC and Merger Sub as to the Fairness of the Merger,
page 64
9.The last paragraph on page 64 indicates that “[t]he buyer parties have not received any
report, opinion or appraisal from any outside party materially related to the
merger…”  Please reconcile such disclosure with the disclosure and exhibits related to
the opinion of Centerview.
Cautionary Statement Regarding Forward-Looking Information, page 78
10.We note the disclosure on page 78 that the proxy statement contains “‘forward-
looking statements’ within the meaning of Section 27A of the Securities Act, as
amended, and Section 21E of the Exchange Act, as amended.  The provisions of the
Private Securities Litigation Reform Act of 1995 are not available to statements made
in connection with a going private transaction. Refer to Exchange Act Section
21E(b)(1)(E), Securities Act Section 27A(b)(1)(E) and Question 117.05 of the
Division of Corporation Finance’s Compliance and Disclosure Interpretations for
Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3, dated
January 26, 2009. Please revise the proxy statement and refrain from referring to the
PSLRA in any future filings, press releases, or other communications relating to this
going private transaction.
11.Disclosure on page 79 states that “Liberty TripAdvisor expressly disclaims any
obligation or undertaking to disseminate any updates or revisions to any forward-
looking statement contained herein to reflect…any change in events, conditions or
circumstances on which any such statement is based.”  Such statement is inconsistent
with Liberty TripAdvisor’s obligations to amend and promptly disseminate revised
information if its existing disclosure materially changes.  See Exchange Act Rule 13e-
3(d)(2) and 13e-3(f)(1)(iii).  Please revise accordingly.
Where You Can Find Additional Information, page 148
12.We note the statement that “Liberty TripAdvisor incorporates by reference…, with
respect to this proxy statement but not with respect to the transaction statement on
Schedule 13E-3, any documents filed by Liberty TripAdvisor pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this proxy
statement and prior to the date of the special meeting…”  Note that Schedule 14A
does not permit general “forward incorporation” of documents to be filed in the
future. The proxy statement may only incorporate by reference in the manner and to
the extent specifically permitted by the items of Schedule 14A. Otherwise, the proxy
statement must be amended to specifically list any such future filings.  Please revise.
 See Note D of Schedule 14A.

February 12, 2025
Page 5
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions