01—Abstract
Summary
Summary of the 8-K filed May 17, 2021. Cited figures are marked; the original filing is the authoritative source.
Expedia Group, Inc. (EXPE) has filed an 8-K report on May 17, 2021, announcing the resignation of David Sambur from its Board of Directors, effective May 14, 2021.
This departure is notable as Mr. Sambur was a designee of AP Fort Holdings, L.P., an affiliate of Apollo Global Management, Inc., under a prior Investment Agreement. The resignation is not due to any disagreement with the Company's management or the Board. Mr. Sambur's resignation is directly linked to Apollo's reduced ownership stake in Expedia.
The Investment Agreement stipulated Apollo's right to a board seat (and a non-voting observer) until they no longer beneficially owned at least 50%a of the Series A Preferred Stock and warrants purchased under the agreement, or a combined 50% of the underlying common stock. The filing confirms that Apollo no longer beneficially owns any of these warrants or common stock, thus forfeiting its right to nominate a replacement director.
02—Key points
Key Highlights
- David Sambur resigns from the Expedia Group Board of Directors, effective May 14, 2021.
- Mr. Sambur's resignation was not prompted by any disagreement with the Company, its management, or the Board.
- Mr. Sambur was a board designee of AP Fort Holdings, L.P., an affiliate of Apollo Global Management, Inc.
- The resignation is a consequence of Apollo Global Management's reduced ownership in Expedia Group.
- Apollo Global Management no longer beneficially owns warrants or common stock purchased under the April 23, 2020 Investment Agreement.
- Expedia Group will not nominate a replacement director for Mr. Sambur due to Apollo's forfeiture of its nomination rights.
03—Questions
Frequently Asked Questions
Why did David Sambur resign from the Expedia Group Board?
David Sambur resigned from the Expedia Group Board of Directors because Apollo Global Management, the entity that designated him to the board, no longer meets the ownership thresholds required by the Investment Agreement to maintain a board seat. Specifically, Apollo no longer beneficially owns the necessary amount of Series A Preferred Stock and warrants, or the underlying common stock.
Does Mr. Sambur's resignation signal any problems with Expedia's management or business?
No, the filing explicitly states that Mr. Sambur's decision to resign was not due to any disagreement with the Company, its management, or the Board. This indicates the resignation is purely a corporate governance matter tied to ownership.
Will Apollo Global Management still have influence or a board seat at Expedia?
Based on this filing, Apollo Global Management will no longer have the right to designate a representative to the Expedia Group Board of Directors because they no longer meet the ownership requirements stipulated in the Investment Agreement. This signifies a reduction in their direct board-level influence.
What was the purpose of the Investment Agreement between Expedia and Apollo?
The Investment Agreement, dated April 23, 2020, allowed Apollo Global Management to purchase Series A Preferred Stock and warrants in Expedia Group. In return, Apollo was granted the right to designate one director and one non-voting observer to the Company's Board of Directors, contingent on maintaining certain ownership levels.
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