8-KOther EventsExhibits & Filings

Expedia Group, Inc. 8-K Report, Corporate Update (Jan 25, 2007)

Filed January 25, 2007For Securities:EXPE

Summary

Expedia Group, Inc. (then Expedia, Inc.) filed this Form 8-K on January 25, 2007, primarily to provide updated financial information related to a private offering of $500.0 million in senior unsecured notes due 2018. The company is preparing to file a Form S-4 registration statement to register the exchange of these privately placed notes for publicly traded notes with identical terms. The filing includes audited consolidated financial statements for the year ended December 31, 2005, and unaudited financial statements for the period ending September 30, 2006. Importantly, these filings incorporate new supplemental condensed consolidating financial information, as required by Regulation S-X, which provides a deeper look into the financial position of guarantors and affiliates whose securities collateralize the notes. Investors should note that the core financial data in these exhibits has not changed from previously filed 10-K and 10-Q reports, with the additions focused on the supplemental consolidating information.

Key Highlights

  • 1Expedia Group is facilitating the exchange of $500 million in senior unsecured notes due 2018, initially offered privately, into registered notes.
  • 2The company is filing updated financial statements to support a forthcoming Form S-4 registration statement.
  • 3Includes audited consolidated financial statements for the year ended December 31, 2005, and unaudited statements for the nine months ended September 30, 2006.
  • 4New supplemental condensed consolidating financial information is included as required by Regulation S-X, providing details on guarantors and collateralizing affiliates.
  • 5The financial data presented in the exhibits is largely consistent with previously filed annual and quarterly reports.
  • 6The Chief Financial Officer, Michael B. Adler, signed the filing, indicating a standard corporate action.
  • 7This 8-K serves a procedural purpose related to debt issuance and registration.

Frequently Asked Questions

The primary purpose of this filing is to provide updated financial statements and related disclosures that will be incorporated into a Form S-4 registration statement. This S-4 is being prepared to register an exchange offer for $500 million of senior unsecured notes due 2018, which were initially issued privately.

The filing includes audited consolidated financial statements for the year ended December 31, 2005, and unaudited financial statements for the nine months ended September 30, 2006. The key addition is supplemental condensed consolidating financial information required by Regulation S-X, offering more detail on the financial standing of entities that guarantee or collateralize the notes.

No, the filing explicitly states that except for the addition of the supplemental consolidating financial information (Note 22 and Note 14), no other information within the attached exhibits has been changed from the versions previously filed in their Annual Report on Form 10-K for the year ended December 31, 2005, and Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.

The company initially offered $500 million of senior unsecured notes privately. For these notes to be freely tradable by investors and to comply with securities regulations, Expedia needs to register them with the SEC. The Form S-4 filing will allow them to register an exchange offer where holders of the privately placed notes can exchange them for identical notes that have been registered with the SEC.