Expedia Group, Inc. (“Expedia Group” or the “Company”) today
announced that it has priced its private offering (the “Senior
Notes Offering”) of $1 billion aggregate principal amount of
unsecured 2.950% Senior Notes due 2031 (the "Senior Notes") and its
private offering (the “Convertible Notes Offering”) of $900
million, which was increased from the previously announced offering
size, aggregate principal amount of convertible unsecured 0% Senior
Notes due 2026 (the “Convertible Notes”). The Senior Notes will be
issued at a price of 99.081% of the aggregate principal amount. The
Convertible Notes will be issued at a price of 100% of the
aggregate principal amount, will not bear regular interest, and the
principal amount of the notes will not accrete. The Senior Notes
and Convertible Notes will be guaranteed by certain subsidiaries of
Expedia Group. Expedia Group also granted the initial purchasers of
the Convertible Notes an option to purchase up to an additional
$100 million aggregate principal amount of the Convertible Notes in
the Convertible Notes Offering.
The Convertible Notes will be convertible prior to the close of
business on the business day immediately preceding November 15,
2025 only under certain circumstances and during certain periods,
and irrespective of those circumstances, will be convertible on or
after November 15, 2025 and prior to the close of business on the
second scheduled trading day immediately preceding the maturity
date. The conversion rate will initially be 3.9212 shares of common
stock per $1,000 principal amount of Convertible Notes (equivalent
to an initial conversion price of approximately $255.02 per share
of common stock, which represents a premium of approximately 72.5%
to the $147.84 per share closing price of Expedia Group common
stock on February 16, 2021), subject to adjustment in certain
circumstances. Upon conversion, the Convertible Notes may be
settled, at Expedia Group’s election, in cash, shares of Expedia
Group’s common stock or a combination of cash and shares of Expedia
Group’s common stock. In addition, Expedia Group may redeem the
Convertible Notes in certain circumstances and during specified
periods.
Expedia Group estimates that the net proceeds from the Senior
Notes Offering will be approximately $983 million, after deducting
discounts and estimated offering expenses payable by Expedia Group.
Expedia Group estimates that the net proceeds from the Convertible
Notes Offering will be approximately $885 million (or approximately
$983 million if the initial purchasers exercise their option to
purchase additional Convertible Notes in full), after deducting
discounts and estimated offering expenses payable by Expedia Group.
Expedia Group intends to use the net proceeds from the Convertible
Notes Offering and the Senior Notes Offering, in each case, if
consummated, (A) if certain conditions are satisfied, to finance
the redemption of all of its issued and outstanding 7.000% Senior
Notes due 2025 (the “Redemption”), (B) if certain conditions are
satisfied, to finance the previously announced tender offer for a
portion of its issued and outstanding 6.250% Senior Notes due 2025
(the “Tender Offer”), and (C) to pay fees and expenses related to
the foregoing, with any further remaining net proceeds to be used
to repay, prepay, redeem or repurchase the Company’s
indebtedness.
The Convertible Notes Offering is expected to close on February
19, 2021 and the Senior Notes Offering is expected to close on
March 3, 2021. The closing of each of the Senior Notes Offering and
the Convertible Notes Offering is subject to customary closing
conditions, and 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.
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% Senior
Notes due 2025.
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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