|TRIVAGO N.V. filed this Form F-3 on 04/05/2018|
The information in this prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED APRIL 5, 2018
American Depositary Shares Representing Class A Shares, Debt Securities, Warrants, Purchase Contracts and Units offered by the Company and
110,791,879 American Depositary Shares Representing Class A Shares offered by Selling Shareholders
We, trivago N.V., a Dutch public limited company (naamloze vennootschap), may offer, from time to time, in one or more offerings, American Depositary Shares, or ADSs, representing Class A shares, with a nominal value of €0.06 per share, debt securities, warrants, purchase contracts or units, which we collectively refer to as the “securities,” and the selling shareholders may offer up to 110,791,879 ADSs, representing Class A shares. The aggregate initial offering price of the securities that we may offer and sell under this prospectus will not exceed $500,000,000. We may offer and sell any combination of the securities described in this prospectus in different series, at times, in amounts, at prices and on terms to be determined at or prior to the time of each offering. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this prospectus. You should read this prospectus and any applicable prospectus supplement before you invest.
Our ADSs are listed on the NASDAQ Global Select Market, or NASDAQ, under the symbol “TRVG.” On April 4, 2018, the closing sale price of our ADSs was $6.50 per ADS.
We have two classes of shares outstanding, Class A shares and Class B shares. Each Class A share entitles its holder to one vote on all matters presented to our shareholders generally. Class B shares are held by Expedia Group, Inc. (formerly Expedia Inc.) and its affiliates, or "Expedia Group", and Rolf Schrömgens, Peter Vinnemeier and Malte Siewert, whom we collectively refer to as the "Founders" or the "selling shareholders". Each Class B share entitles its holder to ten votes on all matters presented to our shareholders generally.
The securities covered by this prospectus may be offered through one or more underwriters, dealers and agents, or directly to purchasers. The names of any underwriters, dealers or agents, if any, will be included in a supplement to this prospectus. For general information about the distribution of securities offered, please see “Plan of distribution” beginning on page 49.
Investing in our ADSs involves risks. See “Risk factors” beginning on page 6.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2018.