8-KSecurities & ListingRegulation FDExhibits & Filings

Expedia Group, Inc. 8-K Report, Unregistered Securities Sale (Mar 12, 2013)

Filed March 12, 2013For Securities:EXPE

Summary

Expedia, Inc. (EXPE) filed an 8-K on March 12, 2013, detailing two significant events impacting its equity without registration. Firstly, the company issued 467,672 shares of common stock to Liberty Interactive Corporation on March 6, 2013. This issuance was to maintain Liberty's ownership percentage as stipulated by their Governance Agreement, totaling approximately $25.3 million. The shares were issued under Section 4(2) of the Securities Act, as they were part of a private transaction exempt from public offering requirements. Secondly, the 8-K announces the completion of Expedia's previously disclosed acquisition of a majority interest in trivago GmbH on March 8, 2013. As part of the acquisition consideration, Expedia issued 875,200 shares of its common stock to trivago's managing directors. The value of these shares was calculated at approximately €42.6 million based on a 30-day trailing average of closing prices and exchange rates. These shares were also issued under an exemption from registration, specifically Section 4(2) and Regulation S, as the recipients intended to hold them for investment and were non-U.S. persons. The filing includes a press release detailing the trivago acquisition as an exhibit.

Key Highlights

  • 1Expedia completed the acquisition of a majority interest in trivago GmbH on March 8, 2013.
  • 2As part of the trivago acquisition, Expedia issued 875,200 shares of common stock to trivago's managing directors.
  • 3The shares issued for the trivago acquisition were valued at approximately €42.6 million.
  • 4On March 6, 2013, Expedia issued 467,672 shares of common stock to Liberty Interactive Corporation.
  • 5The issuance to Liberty Interactive was to maintain its ownership stake per their Governance Agreement, valued at approximately $25.3 million.
  • 6Both share issuances were conducted under exemptions from registration requirements of the Securities Act of 1933 (Section 4(2) and Regulation S).
  • 7The 8-K filing incorporates by reference a press release dated March 12, 2013, announcing the completion of the trivago acquisition.

Frequently Asked Questions

This 8-K filing reports on two primary events: the completion of Expedia's acquisition of a majority interest in trivago GmbH and an unregistered stock issuance to Liberty Interactive Corporation to maintain its ownership percentage as per their existing agreement.

The shares were issued under exemptions from registration, specifically Section 4(2) of the Securities Act and Regulation S. These exemptions apply to transactions that are not public offerings, involve sophisticated investors (in the case of Section 4(2)) or are foreign offerings to non-U.S. persons (in the case of Regulation S), and where the securities are acquired for investment rather than resale.

The trivago acquisition resulted in the issuance of 875,200 shares of Expedia's common stock to the managing directors of trivago. This increases the total number of outstanding shares.

The issuance of 467,672 shares to Liberty Interactive Corporation is designed to ensure that Liberty maintains its pre-defined ownership percentage in Expedia, as mandated by their Governance Agreement. This prevents dilution of Liberty's stake due to other equity issuances by Expedia.