8-KRegulation FDExhibits & Filings

Expedia Group, Inc. 8-K Report, Regulation FD Disclosure (Aug 3, 2010)

Filed August 3, 2010For Securities:EXPE

Summary

Expedia, Inc. (now Expedia Group, Inc.) filed this Form 8-K on August 3, 2010, to disclose the offering and pricing of unregistered senior unsecured notes. These notes were offered privately under Rule 144A and Regulation S, meaning they were not registered with the SEC and were only available to certain institutional investors. The filing includes press releases detailing the offering, which is a key event for investors to understand the company's capital structure and financing activities. While the 8-K itself doesn't provide financial figures for the notes, it signifies a move by Expedia to raise capital through debt. Investors should note that the unregistered nature of these notes implies they were not subject to the same level of public disclosure as registered securities. The company's CFO, Michael B. Adler, signed the report, indicating official corporate approval of this financing transaction.

Key Highlights

  • 1Expedia announced the offering and pricing of unregistered senior unsecured notes on August 2, 2010.
  • 2The offering was conducted under Rule 144A and Regulation S, targeting institutional investors.
  • 3These notes are unregistered, meaning they were not registered with the SEC.
  • 4The filing serves as a Regulation FD disclosure regarding the debt offering.
  • 5The press releases announcing the offering and pricing are attached as exhibits.
  • 6The Chief Financial Officer, Michael B. Adler, signed the report.

Frequently Asked Questions

The main purpose of this 8-K filing is to publicly announce and provide details regarding Expedia's offering and pricing of unregistered senior unsecured notes, as required by Regulation FD.

The notes were offered under Rule 144A and Regulation S, which typically means they were offered to qualified institutional buyers (QIBs) in the U.S. and to non-U.S. persons outside the U.S., respectively. They were not offered to the general public.

This 8-K filing primarily serves as a disclosure of the offering and pricing event. Specific financial terms like interest rates, maturity dates, and the total principal amount of the notes would be found in the accompanying press releases (Exhibits 99.1 and 99.2) which are incorporated by reference, or in subsequent filings.

The notes were 'unregistered' because they were offered privately and were not registered with the Securities and Exchange Commission (SEC) under the Securities Act of 1933. This is common for offerings made to sophisticated investors under exemptions like Rule 144A and Regulation S.