What is the primary purpose of issuing these new senior notes?

The primary intended use of the net proceeds from the sale of these notes is to redeem Expedia Group's outstanding 9.5% Series A Preferred Stock. This redemption is planned to occur after May 5, 2021, which is when the redemption premium is scheduled to decrease.

Could Expedia Group use the proceeds for something other than redeeming preferred stock?

Yes, the company stated that depending on business conditions, liquidity, and other trends, it may elect to use all or part of the proceeds for other general corporate purposes. This could include repaying, prepaying, redeeming, or repurchasing other outstanding indebtedness.

When is the expected closing date for this note offering?

The private placement of the Notes is expected to close on July 14, 2020. However, the closing is subject to customary closing conditions, and there is no guarantee that the issuance and sale of the Notes will be consummated.

Are these notes being offered to the general public?

No, these notes are being offered and sold in a private placement. They are being offered only to qualified institutional buyers pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933. The notes have not been registered and cannot be offered or sold in the United States without registration or an applicable exemption.

EXPE 8-K SEC Disclosure

01—Abstract

Summary

Summary of the 8-K filed July 8, 2020. Cited figures are marked; the original filing is the authoritative source.

Expedia Group, Inc. (EXPE) announced on July 7, 2020, the pricing of a private placement of $1.25 billion^a in aggregate principal amount of unsecured senior notes.

This offering consists of $500 million^b of 3.600% senior notes due 2023 and $750 million of 4.625% senior notes due 2027. The company intends to use the net proceeds primarily to redeem its outstanding Series A Preferred Stock after May 5, 2021, when the redemption premium decreases. However, Expedia Group may opt to use these proceeds for other general corporate purposes, including debt repayment, depending on its business and liquidity conditions.

The transaction, expected to close on July 14, 2020, is being conducted through a private placement to qualified institutional buyers and is subject to customary closing conditions. This move signals a strategic financial maneuver by Expedia to manage its capital structure, likely aimed at reducing interest expenses associated with its preferred stock and potentially optimizing its debt profile amidst the evolving economic landscape of mid-2020.

02—Key points

Key Highlights

Expedia Group priced a private placement of $500 million in 3.600% senior notes due 2023.
Expedia Group priced a private placement of $750 million in 4.625% senior notes due 2027.
The total aggregate principal amount of the new notes is $1.25 billion.
The net proceeds are intended for the redemption of outstanding 9.5% Series A Preferred Stock after May 5, 2021.
Alternative use of proceeds may include other general corporate purposes, such as repaying other indebtedness.
The offering is expected to close on July 14, 2020, subject to customary closing conditions.
The notes are guaranteed by certain subsidiaries of Expedia Group.

03—Questions

Frequently Asked Questions

What is the primary purpose of issuing these new senior notes?
The primary intended use of the net proceeds from the sale of these notes is to redeem Expedia Group's outstanding 9.5% Series A Preferred Stock. This redemption is planned to occur after May 5, 2021, which is when the redemption premium is scheduled to decrease.
Could Expedia Group use the proceeds for something other than redeeming preferred stock?
Yes, the company stated that depending on business conditions, liquidity, and other trends, it may elect to use all or part of the proceeds for other general corporate purposes. This could include repaying, prepaying, redeeming, or repurchasing other outstanding indebtedness.
When is the expected closing date for this note offering?
The private placement of the Notes is expected to close on July 14, 2020. However, the closing is subject to customary closing conditions, and there is no guarantee that the issuance and sale of the Notes will be consummated.
Are these notes being offered to the general public?
No, these notes are being offered and sold in a private placement. They are being offered only to qualified institutional buyers pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933. The notes have not been registered and cannot be offered or sold in the United States without registration or an applicable exemption.

04—Continue

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