8-KRegulation FDExhibits & Filings

Expedia Group, Inc. 8-K Report, Regulation FD Disclosure (Nov 4, 2015)

Filed November 4, 2015For Securities:EXPE

Summary

Expedia, Inc. (Expedia) announced on November 4, 2015, its entry into an Agreement and Plan of Reorganization with HomeAway, Inc. (HomeAway). This 8-K filing primarily serves to disclose this significant corporate development and provides a joint press release detailing the transaction. The agreement outlines the terms for Expedia's acquisition of HomeAway, indicating a strategic move to expand Expedia's portfolio within the online travel and vacation rental space. Investors should note that this filing is an initial announcement and does not contain detailed financial terms or the full structure of the transaction. It serves as a notification of the commencement of the acquisition process, which is expected to involve an exchange offer. Further detailed information regarding the offer, solicitations, and recommendations will be filed with the SEC and made available to HomeAway stockholders in subsequent filings. The company also highlights the forward-looking nature of statements related to this transaction and cautions investors about potential risks and uncertainties.

Key Highlights

  • 1Expedia, Inc. entered into a definitive agreement to acquire HomeAway, Inc. on November 4, 2015.
  • 2The transaction is structured as an Agreement and Plan of Reorganization.
  • 3This 8-K filing includes a joint press release announcing the agreement.
  • 4The acquisition is expected to be completed through an exchange offer.
  • 5Expedia and HomeAway will file subsequent documents with the SEC, including tender offer statements and registration statements, for more detailed information.
  • 6The filing includes standard forward-looking statements and risk disclaimers related to the transaction's consummation and integration.
  • 7Investors are urged to review all future SEC filings related to this transaction for comprehensive details.

Frequently Asked Questions

The main purpose of this 8-K filing is to publicly announce that Expedia, Inc. has entered into an agreement to acquire HomeAway, Inc. It includes a joint press release providing initial details and serves as a notification to investors about this significant corporate event.

The acquisition is planned to be completed through an exchange offer, where Expedia will offer to exchange its shares for HomeAway's outstanding shares. This will be detailed in subsequent filings with the SEC.

More detailed information will be available in subsequent SEC filings made by both Expedia and HomeAway, including a tender offer statement (Schedule TO) and a registration statement (Form S-4) from Expedia, and a Solicitation/Recommendation Statement (Schedule 14D-9) from HomeAway. These documents will be accessible on the SEC's website.

No, this initial 8-K filing and the accompanying press release do not disclose the specific financial terms or the acquisition price. These details are expected to be provided in future SEC filings as the transaction progresses.