Expedia Group, Inc. (“Expedia Group” or the “Company”) today
announced the results as of the Early Participation Date for its
previously announced cash tender offer (the “Offer”) for a portion
of its 6.250% Senior Notes due 2025 (the “Notes”). In connection
therewith, Expedia Group further announced that it is increasing
the maximum aggregate purchase price of Notes that it will accept
for purchase (as amended herein, the “Maximum Amount”), from the
previously announced amount of $950,000,000 to $1,130,000,000. The
Offer is being made pursuant to the terms and subject to the
conditions described in the Offer to Purchase, dated February 16,
2021, as amended by this press release (the “Offer to Purchase”).
Capitalized terms used but not defined in this announcement have
the meanings given to them in the Offer to Purchase. Except as
described in this announcement, all other terms and conditions of
the Offer as described in the Offer to Purchase remain unchanged,
including the Early Participation Date, Early Participation Amount,
Tender Offer Consideration, Total Consideration, Withdrawal Date
and Expiration Date.
The Offer is subject to, and conditioned upon, the satisfaction
or waiver of certain conditions described in the Offer to Purchase,
including Expedia Group receiving aggregate net proceeds from its
previously announced private offerings of $1,000,000,000 in
aggregate principal amount of 2.950% Senior Notes due 2031 and
$1,000,000,000 in aggregate principal amount of 0% Convertible
Senior Notes due 2026 (together, 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 (i) the
Maximum Amount and (ii) the Redemption Price in connection with the
Company’s previously announced redemption for all of its
outstanding 7.000% Senior Notes due 2025 (the “Financing
Condition”). The Company reserves the right, subject to applicable
law, to: (i) waive any and all conditions to the Offer; (ii)
extend, terminate or withdraw the Offer; (iii) further increase the
Maximum Amount; or (iv) otherwise amend the Offer in any
respect.
As previously announced, the Early Participation Date for the
Offer was 5:00 p.m., New York City time, on March 1, 2021.
According to the information received from D.F. King & Co.,
Inc., the tender and information agent for the Offer, as of the
Early Participation Date, Expedia Group had received valid tenders
from holders of the Notes as set forth in the table below. The
Early Participation Date was not extended. Withdrawal rights for
the Offer expired at 5:00 p.m., New York City time, on March 1,
2021, and were not extended. Accordingly, Notes tendered in the
Offer may no longer be withdrawn.
Title of Security
CUSIP/ISIN
Aggregate Principal Amount
Outstanding
Aggregate Principal Amount
Tendered
Aggregate Principal Amount
Expected to be Purchased
Total Consideration
(1)(2)
Proration Factor(3)
6.250% Senior Notes due
2025
CUSIP: 30212PAS4 (144A) ISIN:
US30212PAS48 (144A) CUSIP: U3010DAH3 (Reg S) ISIN: USU3010DAH36
(Reg S)
$2,000,000,000
$1,704,655,000
$955,600,000
$1,182.50
56.1%
(1) Excludes accrued but unpaid interest on the Notes from, and
including, the most recent interest payment date for the Notes
prior to the applicable settlement date to, but not including, the
applicable settlement date (“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 the Company.
(3) Rounded to the nearest tenth of a percentage point.
The purchase of all Notes validly tendered and not validly
withdrawn in the Offer would cause Expedia Group to purchase Notes
that would represent an aggregate purchase price, excluding Accrued
Interest, in excess of the Maximum Amount. Accordingly, the Notes
will be purchased on a pro rata basis up to the Maximum Amount.
Although the Offer is scheduled to expire at 11:59 p.m., New York
City time, on March 15, 2021, because the Offer was fully
subscribed up to the Maximum Amount as of the Early Participation
Date, Expedia Group expects that no additional Notes will be
purchased in the Offer, and that there will be no Final Payment
Date for the Offer.
The payment date for Notes validly tendered and not validly
withdrawn at or prior to the Early Participation Date and accepted
for purchase (the “Early Payment Date”) is expected to be March 3,
2021, subject to the satisfaction or waiver of all conditions to
the Offer described in the Offer to Purchase, including the
Financing Condition. The Financing Condition is expected to be
satisfied on March 3, 2021, upon the closing of Expedia Group’s
previously announced offering of $1,000,000,000 in aggregate
principal amount of 2.950% Senior Notes due 2031. Holders of Notes
that were validly tendered and not validly withdrawn at or prior to
the Early Participation Date and have been accepted for purchase
pursuant to the Offer will receive the Total Consideration for each
series of Notes as set forth in the table above, which includes the
Early Participation Amount of $50 per $1,000 principal amount of
Notes, together with Accrued Interest on such Notes.
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,
including the notes offered in the Financing Transaction 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, Inc. (NASDAQ: EXPE) companies power travel for
everyone, everywhere through our global platform. Driven by the
core belief that travel is a force for good, we help people
experience the world in new ways and build lasting connections. We
provide industry-leading technology solutions to fuel partner
growth and success, while facilitating memorable experiences for
travelers. The Expedia Group family of brands includes: Expedia®,
Hotels.com®, Expedia® Partner Solutions, Vrbo®, Egencia®, trivago®,
Orbitz®, Travelocity®, Hotwire®, Wotif®, ebookers®, CheapTickets®,
Expedia Group™ Media Solutions, Expedia Local Expert®,
CarRentals.com™, and Expedia Cruises™.
© 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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Investor Relations ir@expediagroup.com Communications
press@expediagroup.com
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