Expedia Group, Inc. (“Expedia Group” or the “Company”) today
announced that it is commencing a private offering (the “Senior
Notes Offering”) of senior unsecured notes (the “Senior Notes”),
subject to market and other conditions. In addition, the Company is
commencing a private offering (the “Convertible Notes Offering”) of
$825,000,000 aggregate principal amount of convertible unsecured
senior notes (the “Convertible Notes”), subject to market and other
conditions, and intends to grant to initial purchasers of the
Convertible Notes an option to purchase up to an additional
$100,000,000 aggregate principal amount of the Convertible Notes in
the Convertible Notes Offering.
Expedia Group currently expects to use the net proceeds of the
Convertible Notes Offering and the Senior Notes Offering, in each
case, if consummated, to (1) if certain conditions are satisfied,
finance the Redemption (as defined below) of all of its issued and
outstanding 7.000% Senior Notes due 2025, (2) if certain conditions
are satisfied, finance a tender offer for a portion of its issued
and outstanding 6.250% Senior Notes due 2025 (the “Tender Offer”),
and (3) pay fees and expenses related to the foregoing, with any
remaining net proceeds to be used to repay, prepay, redeem or
repurchase the Company’s indebtedness.
Certain subsidiaries of Expedia Group will guarantee Expedia
Group’s obligations under the Convertible Notes and the Senior
Notes, including the payment of principal of, and interest on, the
Convertible Notes and the Senior Notes, and any payments due upon
conversion of the Convertible Notes.
Holders of the Convertible Notes will have the right to convert
their Convertible Notes in certain circumstances and during
specified periods. Expedia Group may settle conversions by paying
or delivering, as applicable, cash, shares of Expedia Group’s
common stock or a combination of cash and shares of Expedia Group’s
common stock, at Expedia Group’s election. In addition, Expedia
Group may redeem the Convertible Notes in certain circumstances and
during specified periods.
The interest rate, initial conversion rate and other terms of
the Convertible Notes, and the interest rate and other terms of the
Senior Notes, will be determined at the pricing of the Convertible
Notes Offering and the Senior Notes Offering, as applicable.
There can be no assurance that the issuance and sale of the
Senior Notes or of the Convertible Notes will be consummated. The
Senior Notes will be offered and sold only to qualified
institutional buyers pursuant to Rule 144A and outside the United
States pursuant to Regulation S, in each case under the Securities
Act of 1933, as amended (the “Securities Act”), and the Convertible
Notes will be offered and sold only to qualified institutional
buyers pursuant to Rule 144A under the Securities Act. The Senior
Notes and the Convertible Notes have not been, and the Convertible
Notes and the common stock, if any, issuable upon conversion of the
Convertible Notes will not be, registered under the Securities Act
or any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable
state laws.
Expedia Group also announced that it issued a conditional notice
of redemption (the “Redemption”) for all of the outstanding 7.000%
Senior Notes due 2025, which were issued on May 5, 2020 in the
aggregate principal amount of $750 million (the “7.000% Notes”)
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 Senior Notes Offering and the Convertible Notes
Offering) of the Senior Notes Offering and/or the Convertible Notes
Offering in an amount equal to no less than the Redemption
Price.
This press release does not constitute an offer to sell or a
solicitation of an offer to purchase the Senior Notes, the
Convertible Notes or any other securities, an offer to purchase or
a solicitation of an offer to sell the 6.250% Senior Notes due 2025
or any other securities, or an offer, solicitation or sale in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful. Any offer of Senior Notes or Convertible Notes
will be made only by means of a confidential offering memorandum.
This press release is not a notice of redemption or an obligation
to issue a notice of redemption with respect to the 7.000%
Notes.
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.
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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