8-KAcquisitions & DispositionsMaterial AgreementsFinancial Events+2

Expedia Group, Inc. 8-K Report, Material Agreement (Dec 15, 2015)

Filed December 15, 2015For Securities:EXPE

Summary

Expedia, Inc. has officially completed its acquisition of HomeAway, Inc. as of December 15, 2015. This significant move, previously announced on November 4, 2015, saw Expedia acquire HomeAway for a combination of cash and Expedia common stock, totaling $10.15 cash and 0.2065 shares of Expedia common stock per HomeAway share. The acquisition was consummated through a two-step merger process, with an initial tender offer achieving a 64.8% shareholder acceptance rate, followed by a statutory merger to acquire the remaining shares. In conjunction with this acquisition, Expedia has also assumed HomeAway's outstanding 0.125% Convertible Senior Notes due 2019, amounting to $402.5 million in aggregate principal. These notes are now convertible into Expedia's transaction consideration. The completion of this acquisition marks a substantial expansion for Expedia, integrating HomeAway's vacation rental platform into its broader travel offerings and signaling a strategic push into the alternative accommodations market.

Key Highlights

  • 1Expedia, Inc. has successfully completed the acquisition of HomeAway, Inc. on December 15, 2015.
  • 2The acquisition was structured as a merger, following an initial tender offer where approximately 64.8% of HomeAway's shares were tendered.
  • 3Shareholders of HomeAway received $10.15 in cash and 0.2065 shares of Expedia common stock for each HomeAway share.
  • 4Expedia has assumed HomeAway's outstanding 0.125% Convertible Senior Notes due 2019, with a principal amount of $402.5 million.
  • 5The completion of the acquisition constitutes a fundamental change and a make-whole fundamental change for HomeAway's convertible notes.
  • 6Expedia's assumption of HomeAway's convertible notes includes the associated convertible note hedge transactions.
  • 7The filing incorporates by reference financial statements of HomeAway and pro forma financial information for the combined entity.

Frequently Asked Questions

This Form 8-K filing announces the completion of Expedia, Inc.'s acquisition of HomeAway, Inc. and details the material definitive agreements and events related to this transaction.

Expedia acquired HomeAway through a combination of cash and Expedia common stock. Each HomeAway share was exchanged for $10.15 in cash and 0.2065 shares of Expedia common stock.

Expedia assumed HomeAway's outstanding 0.125% Convertible Senior Notes due 2019. These notes are now convertible into Expedia's transaction consideration, and the acquisition completion triggered a fundamental change under the terms of the indenture.

The acquisition of HomeAway, a major player in the vacation rental market, significantly expands Expedia's presence in the alternative accommodations sector. This move is expected to enhance Expedia's competitive position and broaden its customer offerings.