01—Abstract
Summary
Summary of the 8-K filed October 15, 2021. Cited figures are marked; the original filing is the authoritative source.
Expedia Group, Inc. (EXPE) announced on October 15, 2021, the completion of a preferred stock redemption, specifically all outstanding shares of its Series A Preferred Stock.
This redemption, funded by cash on hand, was executed in accordance with the terms outlined in the Series A Preferred Stock's Certificate of Designations. The cost of this redemption was 103%a of the original liquidation preference plus accrued dividends and distributions. As a direct consequence of this redemption, the company's agreement with Silver Lake, an investor in the Series A Preferred Stock, has been fulfilled, thereby terminating Silver Lake's right to designate a director to Expedia's Board.
Consequently, Greg Mondre, the designated director from Silver Lake, has resigned from the Board, effective October 15, 2021. The company stated that Mr. Mondre's resignation was amicable and not due to any disagreements. Furthermore, Expedia filed a Certificate of Elimination to officially remove all references to the Series A Preferred Stock from its corporate charter, with no impact on authorized share counts.
02—Key points
Key Highlights
- Expedia Group completed the redemption of 100% of its outstanding Series A Preferred Stock on October 15, 2021.
- The redemption was funded using existing cash on hand.
- The redemption price was 103% of the original liquidation preference plus accrued dividends.
- As a result of the redemption, Silver Lake Group, L.L.C. and Apollo Global Management, Inc. affiliates no longer have the right to designate a board director.
- Greg Mondre, the director designated by Silver Lake, resigned from the Board of Directors effectively October 15, 2021.
- Mr. Mondre's resignation was not related to any disputes with the Company, its management, or the Board.
- Expedia filed a Certificate of Elimination to remove references to the Series A Preferred Stock from its charter, without altering authorized share capital.
03—Questions
Frequently Asked Questions
What was the primary purpose of this 8-K filing?
The primary purpose was to announce the redemption of all outstanding Series A Preferred Stock and the resulting resignation of a board director.
Who were the parties involved in the Series A Preferred Stock redemption?
The redemption was from SLP V Fort Holdings II, L.P. (an affiliate of Silver Lake Group, L.L.C.) and AP Fort Holdings, L.P. (an affiliate of Apollo Global Management, Inc.).
What is the impact of the Series A Preferred Stock redemption on Expedia's share structure?
The redemption eliminates all Series A Preferred Stock from the company's capital structure and removes references to it from the company's charter. It does not affect the total number of authorized shares of capital stock or preferred stock.
Does the resignation of Greg Mondre indicate any governance issues at Expedia?
No, the filing explicitly states that Mr. Mondre's resignation was not due to any disagreement with the Company, management, or the Board, but rather a consequence of the preferred stock redemption and the termination of Silver Lake's director designation rights.
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