8-KRegulation FDExhibits & Filings

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

Filed December 4, 2015For Securities:EXPE

Summary

Expedia, Inc. (EXPE) filed a Form 8-K on December 4, 2015, primarily to disclose information related to a confidential offering of $750 million in 5.000% senior unsecured notes. The net proceeds from this offering are intended to fund a portion of the cash consideration for the previously announced acquisition of HomeAway, Inc., and/or refinance existing HomeAway indebtedness, with any remaining funds for general corporate purposes. This filing also includes excerpts from the offering memorandum, specifically summary unaudited pro forma condensed combined financial data and statements, offering insights into the potential combined financial picture post-acquisition. This offering is being conducted privately, sold only to qualified institutional buyers in the United States and outside the United States, in accordance with Rule 144A and Regulation S, respectively. The notes have not been registered under the Securities Act and cannot be offered or sold in the U.S. without registration or an applicable exemption. Investors should note that the offering is subject to customary closing conditions, and its completion is not guaranteed. The filing also serves to fulfill Regulation FD disclosure requirements and includes standard forward-looking statement disclaimers, highlighting various risks and uncertainties that could impact actual results.

Key Highlights

  • 1Expedia announced a private offering of $750 million in 5.000% senior unsecured notes.
  • 2Proceeds are earmarked to partially fund the acquisition of HomeAway, Inc.
  • 3The offering may also be used to refinance existing HomeAway indebtedness and for general corporate purposes.
  • 4The offering is conducted privately to qualified institutional buyers (Rule 144A) and outside the U.S. (Regulation S).
  • 5The notes have not been registered under the Securities Act and are subject to resale restrictions.
  • 6The offering is contingent on customary closing conditions, with no assurance of consummation.
  • 7The filing includes excerpts from the offering memorandum containing pro forma combined financial data related to the HomeAway acquisition.

Frequently Asked Questions

The primary purpose of this Form 8-K is to disclose details about Expedia's private offering of $750 million in senior unsecured notes, which are intended to help finance the acquisition of HomeAway, Inc.

The net proceeds are intended to fund a portion of the cash consideration for the HomeAway acquisition, and/or refinance existing HomeAway debt. Any remaining proceeds will be used for general corporate purposes.

The notes are being offered and sold exclusively to qualified institutional buyers in the United States (pursuant to Rule 144A) and to non-U.S. persons outside the United States (pursuant to Regulation S).

No, the offering is subject to customary closing conditions, and there is no assurance that the offering will be consummated.