8-KRegulation FDExhibits & Filings

Expedia Group, Inc. 8-K Report, Regulation FD Disclosure (Dec 1, 2015)

Filed December 1, 2015For Securities:EXPE

Summary

Expedia, Inc. filed an 8-K on December 1, 2015, to announce its intention to commence a private offering of senior unsecured notes. The primary purpose of this offering is to raise capital to finance a portion of the cash consideration for its previously announced acquisition of HomeAway, Inc. Additionally, proceeds may be used to refinance existing HomeAway indebtedness and for general corporate purposes. The filing includes excerpts from a confidential preliminary offering memorandum, detailing pro forma combined financial data and statements, which are crucial for potential investors assessing the financial implications of the HomeAway acquisition and the new debt issuance. The notes are offered to qualified institutional buyers and outside the United States, subject to market conditions and applicable securities laws. Investors should note the forward-looking statements within the filing, which highlight inherent uncertainties and risks associated with the acquisition and Expedia's future performance. This announcement is a significant step in Expedia's strategic move to acquire HomeAway, a leading vacation rental marketplace. The financing through senior unsecured notes indicates Expedia's reliance on debt to fund a substantial portion of the acquisition cost. Investors should pay close attention to the terms of the notes, the pro forma financial information provided, and the potential impact on Expedia's leverage and credit profile. The company also explicitly notes that this filing is for informational purposes and does not constitute an offer to sell or a solicitation to buy any securities, emphasizing that further details regarding the acquisition and related transactions are available in other SEC filings.

Key Highlights

  • 1Expedia, Inc. announced its intent to launch a private offering of senior unsecured notes on December 1, 2015.
  • 2The primary use of proceeds from the note offering is to fund a portion of the cash consideration for the acquisition of HomeAway, Inc.
  • 3Proceeds may also be used to refinance existing HomeAway indebtedness and for general corporate purposes.
  • 4The filing includes Summary Unaudited Pro Forma Condensed Combined Financial Data and Statements excerpted from a preliminary offering memorandum.
  • 5The notes are offered to qualified institutional buyers (Rule 144A) and outside the U.S. (Regulation S).
  • 6The offering is subject to market and other conditions.
  • 7Expedia also highlights forward-looking statements and associated risks and uncertainties related to the HomeAway acquisition and its business operations.

Frequently Asked Questions

Expedia is issuing new senior unsecured notes primarily to raise funds to finance a portion of the cash consideration required for its previously announced acquisition of HomeAway, Inc. The proceeds may also be used for refinancing HomeAway's existing debt and for general corporate purposes.

The notes are being offered and sold exclusively to Qualified Institutional Buyers (QIBs) in the United States, pursuant to Rule 144A, and to non-U.S. persons outside the United States, pursuant to Regulation S.

The 8-K filing includes Exhibit 99.1, which contains an excerpt from the offering memorandum with Summary Unaudited Pro Forma Condensed Combined Financial Data and Unaudited Pro Forma Condensed Combined Financial Statements. These pro forma statements provide insight into how the combined entity would have looked financially. Additionally, investors are directed to other SEC filings from both Expedia and HomeAway for comprehensive information.

No, the notes have not been registered under the Securities Act of 1933 or any state securities laws. They can only be offered and sold in the U.S. to QIBs or outside the U.S. under specific exemptions from registration requirements.