Expedia Group, Inc. (“Expedia Group” or the “Company”) today
announced the commencement of a cash tender offer (the “Offer”) for
an aggregate purchase price of up to $950,000,000 (as it may be
increased by the Company, the “Maximum Amount”) of its 6.250%
Senior Notes due 2025 (the “Notes”) at the purchase price indicated
below. Holders whose Notes are purchased pursuant to the Offer will
be paid accrued and unpaid interest on the Notes from, and
including, the most recent interest payment date for such series of
Notes prior to the applicable settlement date to, but not
including, the applicable settlement date (“Accrued Interest”).
Dollars per $1,000 Principal
Amount of Notes(1)
Title of Security
CUSIP/ISIN
Aggregate Principal Amount
Outstanding
Aggregate Maximum Purchase
Price (Maximum Amount) (1)
Tender Offer
Consideration
Early Participation
Amount
Total Consideration(2)
6.250% Senior Notes due
2025
CUSIP: 30212PAS4 (144A) ISIN:
US30212PAS48 (144A) CUSIP: U3010DAH3 (Reg S) ISIN: USU3010DAH36
(Reg S)
$2,000,000,000
$950,000,000
$1,132.50
$50
$1,182.50
(1) Excludes Accrued Interest. Holders whose Notes are accepted
will also receive Accrued Interest on such Notes.
(2) The Total Consideration payable for the Notes includes the
Early Participation Amount and will be a price per $1,000 principal
amount of the Notes validly tendered in the Offer at or prior to
the Early Participation Date for the Offer and accepted for
purchase by us.
The Offer is being made pursuant to an Offer to Purchase, dated
today, which contains detailed information concerning the terms of
the Offer. Capitalized terms used in this announcement but not
defined have the meanings given to them in the Offer to Purchase.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold the Notes to determine
when such intermediary would require receipt of instructions from a
holder in order for that holder to be able to participate in the
Offer before the deadlines described herein. The deadlines set by
any such intermediary and The Depository Trust Company for the
tender of Notes may be earlier than the deadlines specified
herein.
The Offer will expire at 11:59 p.m., New York City time, on
March 15, 2021 unless extended or earlier terminated by the Company
(the “Expiration Date”). Holders of Notes that are validly tendered
at or prior to 5:00 p.m., New York City time, on March 1, 2021
(unless extended by the Company in its sole and absolute
discretion) (such date and time, as the same may be extended, the
“Early Participation Date”), and not validly withdrawn, and
accepted for purchase by the Company will receive the applicable
Total Consideration for their Notes set forth in the table above,
which includes the Early Participation Amount. Holders validly
tendering their Notes after the Early Participation Date, but at or
prior to the Expiration Date, will be eligible to receive the
applicable “Tender Offer Consideration,” which is an amount equal
to the applicable Total Consideration less the Early Participation
Amount. In addition, payments for Notes purchased will include
Accrued Interest on such Notes.
Tendered Notes may be withdrawn at any time at or prior to 5:00
p.m., New York City time, on March 1, 2021 (unless extended by the
Company in its sole and absolute discretion) (such date and time,
as the same may be extended, the “Withdrawal Date”), but not
thereafter unless otherwise required by applicable law. The Company
will accept for payment, and thereby purchase, all Notes validly
tendered and not validly withdrawn pursuant to the Offer at or
prior to the Expiration Date, subject to the Maximum Amount and
proration (if applicable), provided that Notes tendered at or prior
to the Early Participation Date will be accepted for purchase in
priority to Notes tendered after the Early Participation Date, but
at or prior to the Expiration Date. If, on the Early Payment Date,
Notes are purchased in the Offer representing an aggregate purchase
price that is equal to the Maximum Amount for the Offer, no
additional Notes will be purchased in the Offer, and there will be
no final settlement date for the Offer.
Expedia Group reserves the right, but is under no obligation, to
increase the Maximum Amount at any time, subject to compliance with
applicable law, which could result in Expedia Group purchasing a
greater aggregate principal amount of Notes in the Offer. There can
be no assurance that Expedia Group will exercise its right to
increase the Maximum Amount. If Expedia Group increases the Maximum
Amount, it does not expect to extend the Withdrawal Date, subject
to applicable law. Accordingly, holders should not tender any Notes
that they do not wish to have purchased in the Offer.
Expedia Group is making the Offer in order to retire Notes prior
to their maturity. Substantially concurrently with the commencement
of the Offer, Expedia Group has commenced an offering of Senior
Notes (the “Senior Notes”) and Convertible Senior Notes (the
“Convertible Notes,” and the issuance of Senior Notes and/or
Convertible Notes, the “Financing Transaction”), subject to market
and other conditions. This press release is not an offer to sell,
or a solicitation of an offer to purchase, the Senior Notes or the
Convertible Notes.
Also substantially concurrently with the commencement of the
Offer, Expedia Group issued a conditional notice of redemption (the
“Redemption”) for all of its outstanding 7.000% Senior Notes due
2025 (the “7.000% Notes”), which were issued on May 5, 2020 in the
aggregate principal amount of $750 million, with an expected
redemption date of March 3, 2021 (the “Redemption Date”), at a
redemption price equal to 100% of the principal amount of the
7.000% Notes to be redeemed, plus the Applicable Premium (as
defined in the indenture governing the 7.000% Notes) as of, and
accrued and unpaid interest thereon to but excluding, the
Redemption Date (the “Redemption Price”). Notwithstanding the
foregoing, the Redemption is conditioned on the receipt of
aggregate net proceeds (after the payment of any fees and expenses
related to the Financing Transaction) of the Financing Transaction
in an amount equal to no less than the Redemption Price.
The Offer is conditioned upon, among other things, (i) Expedia
Group receiving aggregate net proceeds from the Financing
Transaction (after the payment of any fees and expenses related to
the Financing Transaction) in an amount equal to no less than the
sum of the Maximum Amount and the Redemption Price and (ii) the
satisfaction of certain customary conditions described in the Offer
to Purchase. The Offer is not conditioned upon the tender of any
minimum principal amount of Notes. Subject to applicable law,
Expedia Group may, at its sole discretion, waive any condition
applicable to the Offer and may extend the Offer. Under certain
conditions and as more fully described in the Offer to Purchase,
Expedia Group may terminate the Offer before the Expiration
Date.
Expedia Group has appointed BofA Securities, Goldman Sachs &
Co. LLC and J.P. Morgan Securities LLC to act as dealer managers
for the Offer, and has retained D.F. King & Co., Inc. to serve
as the tender agent and information agent. Requests for documents
may be directed to D.F. King & Co., Inc. by email at
expe@dfking.com or by telephone at +1 212-269-5550 (banks and
brokers) or +1 800-829-6551. Questions regarding the Offer may be
directed to BofA Securities at (980) 387-3907, Goldman Sachs &
Co. LLC at (212) 357-1452 and J.P. Morgan Securities LLC at (917)
808-9154.
This announcement is not (i) an offer to sell or purchase, or a
solicitation of an offer to purchase or sell, any securities or
(ii) a notice of redemption or an obligation to issue a notice of
redemption. The Offer is being made solely by Expedia Group
pursuant to the Offer to Purchase. The Offer is not being made to,
nor will Expedia Group accept tenders of Notes from, holders in any
jurisdiction in which the Offer or the acceptance thereof would not
be in compliance with the securities or blue sky laws of such
jurisdiction.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements reflect the views of our
management regarding current expectations and projections about
future events and are based on currently available information.
Actual results could differ materially from those contained in
these forward-looking statements for a variety of reasons,
including, but not limited to, those discussed in the section
entitled “Risk Factors” in our Annual Report on Form 10-K for the
year ended December 31, 2020, as well as those discussed elsewhere
in our public filings with the Securities and Exchange Commission
(“SEC”). COVID-19, and the volatile regional and global economic
conditions stemming from it, and additional or unforeseen effects
from the COVID-19 pandemic, could also give rise to or aggravate
these risk factors, which in turn could materially adversely affect
our business, financial condition, liquidity, results of operations
(including revenues and profitability) and/or stock price. Further,
COVID-19 may also affect our operating and financial results in a
manner that is not presently known to us or that we currently do
not consider to present significant risks to our operations. Other
unknown or unpredictable factors also could have a material adverse
effect on our business, financial condition and results of
operations. Accordingly, readers should not place undue reliance on
these forward-looking statements. The use of words such as
“anticipates,” “believes,” “could,” “estimates,” “expects,” “goal,”
“intends,” “likely,” “may,” “plans,” “potential,” “predicts,”
“projected,” “seeks,” “should” and “will,” or the negative of these
terms or other similar expressions, among others, generally
identify forward-looking statements; however, these words are not
the exclusive means of identifying such statements. In addition,
any statements that refer to expectations, projections or other
characterizations of future events or circumstances are
forward-looking statements. These forward-looking statements are
inherently subject to uncertainties, risks and changes in
circumstances that are difficult to predict. We are not under any
obligation to, and do not intend to, publicly update or review any
of these forward-looking statements, whether as a result of new
information, future events or otherwise, even if experience or
future events make it clear that any expected results expressed or
implied by those forward-looking statements will not be realized.
Please carefully review and consider the various disclosures made
in this press release and in our reports filed with the SEC that
attempt to advise interested parties of the risks and factors that
may affect our business, prospects and results of operations.
Disclaimer
This announcement must be read in conjunction with the Offer to
Purchase. This announcement and the Offer to Purchase (including
the documents incorporated by reference therein) contain important
information which must be read carefully before any decision is
made with respect to the Offer. If any holder of Notes is in any
doubt as to the action it should take, it is recommended to seek
its own legal, tax, accounting and financial advice, including as
to any tax consequences, immediately from its stockbroker, bank
manager, attorney, accountant or other independent financial or
legal adviser. Any individual or company whose Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee or intermediary must contact such entity if it wishes
to participate in the Offer. None of Expedia Group, the dealer
managers, the tender and information agent, or any person who
controls or is a director, officer, employee or agent of such
persons, or any affiliate of such persons, makes any recommendation
as to whether holders of Notes should participate in the Offer.
About Expedia Group
Expedia Group is the world's travel platform, and our mission is
to power global travel for everyone, everywhere. We believe travel
is a force for good. Travel is an essential human experience that
strengthens connections, broadens horizons and bridges divides. We
leverage our platform and technology capabilities across an
extensive portfolio of businesses and brands to orchestrate the
movement of people and the delivery of travel experiences on both a
local and global basis. Our family of travel brands includes: Brand
Expedia®, Hotels.com®, Expedia® Partner Solutions, Vrbo®, Egencia®,
trivago®, HomeAway®, Orbitz®, Travelocity®, Hotwire®, Wotif®,
ebookers®, CheapTickets®, Expedia Group™ Media Solutions,
CarRentals.com™, Expedia® Cruises™, Classic Vacations®, Traveldoo®
and VacationRentals.com.
© 2021 Expedia, Inc., an Expedia Group company. All rights
reserved. Trademarks and logos are the property of their respective
owners. CST: 2029030-50
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