01—Abstract
Summary
Summary of the 8-K filed February 4, 2019. Cited figures are marked; the original filing is the authoritative source.
This 8-K filing from Expedia Group, Inc. (EXPE) on February 4, 2019, primarily discloses discussions regarding a potential business combination between Expedia and Liberty Expedia Holdings, Inc. (Liberty).
The core of the disclosure involves proposed exchange ratios for Liberty's outstanding Series A and Series B common stock to be acquired by Expedia in exchange for newly issued Expedia common stock. While Expedia management, authorized by a special committee, proposed an exchange ratio of 0.347 shares of Expedia stock for each Liberty share, Liberty management, authorized by its transaction committee, proposed 0.373 shares. These proposals are subject to the negotiation of definitive agreements.
The filing also touches upon potential exchanges of common stock and Class B common stock involving Barry Diller and a charitable foundation, as well as potential amendments to governance agreements. Investors should note that these are preliminary discussions, and there is no guarantee that a definitive agreement will be reached or that the transaction will be consummated. Expedia does not intend to provide further updates unless a definitive agreement is reached or as legally required.
02—Key points
Key Highlights
- Expedia Group (EXPE) is in discussions to acquire Liberty Expedia Holdings, Inc. (Liberty) in a business combination.
- The proposed transaction involves exchanging Liberty's Series A and Series B common stock for newly issued EXPE common stock.
- Expedia management's proposed exchange ratio is 0.347 EXPE shares per Liberty share.
- Liberty management's proposed exchange ratio is 0.373 EXPE shares per Liberty share.
- Discussions are authorized by special committees of disinterested directors at both companies.
- Potential exchanges of common stock and Class B common stock involving Barry Diller and a charitable foundation are anticipated.
- The company explicitly states there is no assurance a definitive agreement will be reached or that the transaction will be consummated.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing?
The primary purpose of this filing is to disclose preliminary discussions between Expedia Group and Liberty Expedia Holdings regarding a potential business combination where Expedia would acquire Liberty. It outlines the proposed exchange ratios and the parties involved.
What are the proposed exchange ratios for the transaction?
Expedia's management proposed an exchange ratio of 0.347 shares of Expedia common stock for each share of Liberty's Series A and Series B common stock. Liberty's management proposed an exchange ratio of 0.373 shares of Expedia common stock for each share of Liberty's common stock.
Is this transaction guaranteed to happen?
No, the filing explicitly states that there is no assurance that any discussions will lead to a definitive agreement or that the transaction will be consummated. These are early-stage discussions, and either party can terminate them at any time.
What is the role of Barry Diller in this potential transaction?
Barry Diller, Chairman and Senior Executive of Expedia, is mentioned in relation to potential exchanges of his or a charitable foundation's Expedia common stock for Class B common stock currently owned by Liberty. This is separate from the core exchange ratio negotiation between Expedia and Liberty but may involve related governance arrangements.
04—Continue