8-KMaterial AgreementsFinancial EventsExhibits & Filings

Expedia Group, Inc. 8-K Report, Material Agreement (Dec 8, 2015)

Filed December 8, 2015For Securities:EXPE

Summary

Expedia, Inc. (EXPE) announced on December 8, 2015, the successful private placement of $750 million in 5.000% senior unsecured notes due February 2026. The net proceeds of approximately $740 million are intended to fund a portion of the cash consideration for the proposed acquisition of HomeAway, Inc., refinance HomeAway's existing debt, and for general corporate purposes, which may include other acquisitions, dividends, or debt repayment. These notes are unsecured obligations of Expedia, ranking equally with other senior unsecured debt, and are guaranteed by certain domestic subsidiaries. The issuance of these notes, along with a related registration rights agreement, is a significant step in Expedia's strategy, particularly in relation to the ongoing HomeAway acquisition. Investors should note the interest rate, maturity date, and the company's stated use of proceeds, which indicates a focus on strategic growth and integration.

Key Highlights

  • 1Expedia, Inc. issued $750 million of 5.000% senior unsecured notes due February 2026.
  • 2Net proceeds from the issuance are approximately $740 million.
  • 3Proceeds are earmarked for the HomeAway acquisition, refinancing HomeAway debt, and general corporate purposes.
  • 4The notes are unsecured and guaranteed by certain domestic subsidiaries.
  • 5The company entered into a registration rights agreement requiring registration of the notes within 365 days or payment of additional interest.
  • 6A change of control clause requires Expedia to offer to repurchase the notes at 101% of principal upon certain triggering events.
  • 7The filing also includes information regarding the ongoing HomeAway acquisition and related exchange offer materials.

Frequently Asked Questions

The primary purpose of issuing these notes is to finance a portion of the cash consideration for Expedia's proposed acquisition of HomeAway, Inc., and to refinance existing HomeAway indebtedness. Remaining proceeds may be used for general corporate purposes, including other potential acquisitions.

The notes have a principal amount of $750 million, mature on February 15, 2026, and bear interest at a rate of 5.000% per annum, payable semiannually. They are senior unsecured obligations of Expedia, guaranteed by certain subsidiary guarantors.

The Registration Rights Agreement obligates Expedia to use commercially reasonable efforts to register the notes within 365 days through an exchange offer or a shelf registration statement. Failure to do so results in additional interest payments to noteholders, protecting investors by ensuring their securities become freely tradable or are compensated for the delay.

In the event of certain change of control triggering events, Expedia is obligated to offer to repurchase the notes at 101% of their principal amount, plus accrued and unpaid interest. This provides investors with an exit mechanism if the company's ownership or control changes significantly.