SecProbe.io

February 27, 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.
Amendment No. 1 to Schedule 13E-3 filed February 21, 2025
File No. 005-88301
Revised Preliminary Proxy Statement on Schedule 14A
Filed February 20, 2025
File No. 001-36603
Dear Renee Wilm:
            We have reviewed your February 20, 2025 response to our comment letter and have
the following comment.
            Please respond to this letter by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe the comment applies to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our February
12, 2025 letter.
Schedule 13E-3 Amendment No. 1 and Revised Preliminary Proxy Statement on Schedule
14A
General
We note your response to prior comment 3 and reissue it in part.  Refer to your
discussion in your response “3b.” arguing that Certares is not an affiliate of Liberty
TripAdvisor.  We note that:
•in December 2023, Liberty TripAdvisor management began informal discussions
with Liberty TripAdvisor’s financial advisor, Citi, regarding potential solutions to
address Liberty TripAdvisor’s leverage concerns given the upcoming required
redemption for cash on March 27, 2025 of the Liberty TripAdvisor preferred
stock; 1.

February 27, 2025
Page 2
•in connection with the transactions contemplated by the merger agreement and the
Tripadvisor loan facility, Certares entered into a letter agreement waiving the
mandatory redemption date under the certificate of designations and certain other
rights and requirements under the certificate of designations requiring Liberty
TripAdvisor to redeem, repurchase or otherwise acquire any of the shares of
Liberty TripAdvisor preferred stock (all of which is owned by Certares); and
•pursuant to the Certares voting agreement, Certares has agreed to vote its shares
of Liberty TripAdvisor preferred stock in favor of the charter amendment and
other proposals deemed necessary for approval of the Rule 13e-3 transaction.

Given that Certares’ execution of the side letter agreement and voting agreement was
an essential prerequisite to completion of the Rule 13e-3 transaction and that Certares
appears to have participated in various presentations from July 11 through October 11,
2024 delivered by Centerview where it communicated with respect to the “proposed
 transaction framework,” please advise how Certares’ apparent ability to veto the
transaction and/or influence the material terms of the transaction should not be
considered to constitute the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of Liberty TripAdvisor.
            Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:Brophy Christensen