01—Abstract
Summary
Summary of the 8-K filed June 5, 2019. Cited figures are marked; the original filing is the authoritative source.
Expedia Group, Inc. (EXPE) filed an 8-K on June 5, 2019, to announce an amendment to its Agreement and Plan of Merger with Liberty Expedia Holdings, Inc. (LEXPE).
The primary focus of this amendment is to revise the settlement terms for specific LEXPE stock options and shares in connection with the previously announced merger. Notably, "Cash-Settled Options" will now be settled in cash for the spread value, rather than Expedia Group common stock.
For "Stock-Settled Options" and shares of LEXPE Series A and Series B common stock, the amendment establishes an exchange ratio of 0.36 shares of Expedia Group common stock for each LEXPE share (after accounting for exercise price for options), with a provision for rounding up to the next whole share. This change impacts how certain LEXPE equity holders will be compensated upon the merger's completion, moving away from potential cash-in-lieu of fractional shares for some to a fixed stock exchange ratio.
02—Key points
Key Highlights
- Expedia Group amended its merger agreement with Liberty Expedia Holdings, Inc. (LEXPE).
- The amendment revises the settlement method for specified LEXPE stock options and shares in the upcoming merger.
- Cash-settled LEXPE stock options will now be paid out in cash for their spread value.
- Stock-settled LEXPE stock options will be converted into Expedia Group common stock at an exchange ratio of 0.36 per option share (less exercise price).
- LEXPE Series A and Series B common stock will be converted into Expedia Group common stock at an exchange ratio of 0.36 per LEXPE share.
- The amendment includes rounding up provisions for the number of Expedia Group shares issued to holders of Stock-Settled Options and LEXPE Series A/B shares.
- This filing is primarily an update on the merger mechanics and does not appear to introduce new material terms to the overall transaction beyond the settlement methodology.
03—Questions
Frequently Asked Questions
What is the main purpose of this 8-K filing?
This 8-K filing announces an amendment to Expedia Group's existing merger agreement with Liberty Expedia Holdings, Inc. (LEXPE). The amendment primarily clarifies and changes how certain LEXPE stock options and shares will be settled and converted into Expedia Group stock or cash upon the completion of the merger.
How will LEXPE stock options be treated under this amendment?
The amendment distinguishes between "Cash-Settled Options" and "Stock-Settled Options." Cash-Settled Options will be paid out in cash, reflecting the value spread. Stock-Settled Options will be converted into Expedia Group common stock based on an exchange ratio of 0.36 shares per option share, after deducting the option's exercise price and including rounding up for whole shares.
What does the amendment mean for holders of LEXPE Series A and Series B common stock?
Holders of LEXPE Series A and Series B common stock will now receive Expedia Group common stock based on a fixed exchange ratio of 0.36 shares of Expedia Group common stock for each share of LEXPE common stock they hold. The total number of shares will be rounded up to the next whole share.
Does this amendment change the overall terms or likelihood of the merger completing?
This filing specifically addresses the mechanics of settling equity interests in connection with the merger. While it modifies the settlement method for certain LEXPE equity, it does not appear to alter the fundamental terms of the merger or its overall likelihood of completion. The filing points to the registration statement (Form S-4) and proxy materials for comprehensive details regarding the transaction.
04—Continue