8-KMaterial AgreementsFinancial EventsOther Events+1

Expedia Group, Inc. 8-K Report, Material Agreement (Aug 18, 2014)

Filed August 18, 2014For Securities:EXPE

Summary

This 8-K filing by Expedia, Inc. (now Expedia Group, Inc.) on August 18, 2014, announces the successful completion of a notes offering. The company issued $500 million in aggregate principal amount of 4.500% Senior Notes due 2024. The net proceeds from this offering, approximately $493 million after fees, are intended for general corporate purposes. A significant stated use is to fund the consideration for the proposed acquisition of Wotif.com Holdings Limited, with additional flexibility for other potential acquisitions, dividends, stock repurchases, debt repayment, and working capital needs. The notes are senior unsecured obligations of Expedia, Inc., guaranteed by its domestic subsidiaries that are under its existing credit agreement. They rank equally with existing and future unsubordinated, unsecured obligations. The offering provides Expedia with additional capital, signaling a proactive approach to financing growth initiatives and strategic acquisitions.

Key Highlights

  • 1Expedia, Inc. successfully completed a $500 million offering of 4.500% Senior Notes due 2024 on August 18, 2014.
  • 2Net proceeds of approximately $493 million were raised after underwriting discounts and expenses.
  • 3Primary intended use of funds is for the proposed acquisition of Wotif.com Holdings Limited, indicating a strategic growth move.
  • 4Proceeds also allocated for general corporate purposes, including other acquisitions, dividends, stock repurchases, and debt repayment.
  • 5The Notes are senior unsecured obligations, guaranteed by certain domestic subsidiaries.
  • 6The Notes mature on August 15, 2024, with semi-annual interest payments.
  • 7The offering provides financial flexibility and supports Expedia's strategic objectives.

Frequently Asked Questions

The primary stated purpose for the net proceeds of approximately $493 million was to fund the consideration for Expedia's proposed acquisition of Wotif.com Holdings Limited. Additionally, the funds are designated for general corporate purposes, which could include other potential acquisitions, dividends, stock repurchases, debt repayment, and working capital.

Expedia issued $500 million in aggregate principal amount of 4.500% Senior Notes due August 15, 2024. The notes pay interest semi-annually and are senior unsecured obligations of the company, guaranteed by certain domestic subsidiaries.

The Notes are senior unsecured obligations and will rank equally in right of payment with all of Expedia's existing and future unsubordinated and unsecured obligations. The guarantees from subsidiary guarantors are also senior unsecured obligations of those subsidiaries.

Yes, Expedia may redeem the Notes, in whole or in part, at a make-whole premium, and at par on or after May 15, 2024. In the event of a change of control triggering event, holders have the right to require Expedia to repurchase their notes at 101% of the principal amount plus accrued interest.