Expedia Group, Inc. (NASDAQ: EXPE) (the “Company”) today
announced the early tender results for its previously announced
tender offers to purchase for cash up to $500,000,000 aggregate
principal amount (the “Aggregate Tender Cap”) of the Company’s
2.950% Senior Notes due 2031 (the “2031 Notes”) and 3.25% Senior
Notes due 2030 (the “2030 Notes” and, together with the 2031 Notes,
the “Securities”).
As of 5:00 p.m., New York City time, on September 9, 2022, the
previously announced early tender date and time (the “Early Tender
Date”), the aggregate principal amount of each series of Securities
set forth in the table below under “Principal Amount Tendered” have
been validly tendered and not validly withdrawn in the Tender
Offers. Withdrawal rights for the Tender Offers expired at 5:00
p.m. New York City time, on September 9, 2022, and, accordingly,
Securities validly tendered in the tender offers may no longer be
withdrawn except where additional withdrawal rights are required by
law.
Title of
Security
CUSIP No./
ISIN No.
Principal
Amount
Outstanding
Acceptance
Priority
Level(1)
Aggregate
Principal
Amount
Tendered
Aggregate
Principal
Amount
Accepted
Percent of
Tendered
Amount
Outstanding
Proration
Factor(2)
2.950%
Senior Notes
due 2031
30212P BH7 /
US30212PBH73;
30212P BF1 /
US30212PBF18;
U3010D AM2 /
USU3010DAM21
$1,000,000,000
1
$685,101,000
$500,000,000
68.51%
73.0%
3.25% Senior
Notes due
2030
30212P AR6 /
US30212PAR64;
30212P AQ8 /
US30212PAQ81;
U3010D AG5 /
USU3010DAG52
$1,250,000,000
2
N/A(3)
$0
N/A(3)
0%
The tender offers are being made pursuant to an offer to
purchase, dated August 26, 2022 (as it may be amended or
supplemented from time to time, the “Offer to Purchase”), which
sets forth the terms and conditions of the Tender Offers. The
purchase of the 2031 Notes validly tendered and not validly
withdrawn in the tender offers would cause the Company to purchase
Securities with an aggregate principal amount in excess of the
Aggregate Tender Cap. Accordingly, the 2031 Notes will be purchased
on a pro rata basis up to the Aggregate Tender Cap in the manner
described in the Offer to Purchase by reference to the appliable
“Proration Factor” for such series of Securities specified in the
table above. Further, because the Company intends to accept for
purchase an aggregate principal amount of 2031 Notes equal to the
Aggregate Tender Cap, no 2030 Notes will be accepted for
purchase.
The consideration (the “Total Consideration”) to be paid for the
2031 Notes that are validly tendered and accepted for purchase will
be determined in the manner described in the Offer to Purchase by
reference to the applicable “Fixed Spread” for such series of
Securities specified in the Offer to Purchase plus the applicable
yield based on the bid-side price of the applicable “U.S. Treasury
Reference Security” specified in the Offer to Purchase as quoted on
the applicable Bloomberg Reference Page specified in the Offer to
Purchase at 10:00 a.m., New York City time, on September 12, 2022.
The Company expects to issue a press release on September 12, 2022
to announce the Total Consideration payable in respect of the 2031
Notes that are accepted for purchase by the Company, including the
Reference Yield (as defined in the Offer to Purchase) for the 2031
Notes that will be used in determining such Total Consideration. It
is anticipated that the settlement date for the 2031 Notes that
were validly tendered at or prior to the Early Tender Date and
accepted for purchase by the Company will be September 13, 2022
(the “Early Settlement Date”).
Although the tender offers are scheduled to expire at 11:59
p.m., New York City time, on September 23, 2022, because the
aggregate principal amount of Securities validly tendered and not
validly withdrawn prior to or at the Early Tender Date exceeded the
Aggregate Tender Cap, there will be no Final Settlement Date (as
defined in the Offer to Purchase), and no Securities tendered after
the Early Tender Date will be accepted for purchase. Securities
tendered and not purchased on the Early Settlement Date will be
returned to holders promptly after the Early Settlement Date.
The tender offers are subject to the satisfaction or waiver by
the Company of certain conditions as set forth in the Offer to
Purchase. The tender offers are not conditioned upon the tender of
any minimum principal amount of the Securities, and neither of the
tender offers is conditioned on the consummation of the other
tender offer.
Information Relating to the Tender Offers
Goldman Sachs and J.P. Morgan are the dealer managers for the
tender offers. Investors with questions regarding the tender offers
may contact Goldman Sachs at (800) 828-3182 (toll-free) or (212)
357-1452 (U.S. callers) and J.P. Morgan at (866) 834-4666
(toll-free) or (212) 834-3554 (collect). D.F. King & Co., Inc.
is the tender and information agent for the tender offers and can
be contacted at (800) 370-1749 (toll-free) (bankers and brokers can
call collect at (212) 269-5550) or by email at expe@dfking.com.
None of the Company or its affiliates, their respective boards
of directors, the dealer managers, the tender and information agent
or the trustee with respect to any Securities is making any
recommendation as to whether holders should tender any Securities
in response to any of the tender offers, and neither the Company
nor any such other person has authorized any person to make any
such recommendation. Holders must make their own decision as to
whether to tender any of their Securities, and, if so, the
principal amount of Securities to tender.
Holders are urged to evaluate carefully all information in the
Offer to Purchase, including the documents incorporated by
reference therein, and to consult their own investment and tax
advisors. If a holder holds Securities through a custodian bank,
broker, dealer, commercial bank, trust company or other nominee, it
may contact such custodian or nominee.
The full details of the tender offers are included in the Offer
to Purchase. Holders are strongly encouraged to read carefully the
Offer to Purchase, including materials incorporated by reference
therein, because they contain important information. The Offer to
Purchase may be obtained from D.F. King & Co., Inc., free of
charge, by calling toll-free at (800) 370-1749 (bankers and brokers
can call collect at (212) 269-5550) or by email at
expe@dfking.com.
About Expedia Group
Expedia Group, Inc. 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.
Our organization is made up of four pillars: Expedia Services,
focused on the group’s platform and technical strategy; Expedia
Marketplace, centered on product and technology offerings across
the organization; Expedia Brands, housing all our consumer brands;
and Expedia for Business, consisting of business-to-business
solutions and relationships throughout the travel ecosystem. The
Expedia Group family of brands includes: Expedia®, Hotels.com®,
Expedia® Partner Solutions, Vrbo®, trivago®, Orbitz®, Travelocity®,
Hotwire®, Wotif®, ebookers®, CheapTickets®, Expedia Group™ Media
Solutions, CarRentals.com™, and Expedia Cruises™.
Forward-Looking Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking statements reflect the views of the
Company’s 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
Company’s Annual Report on Form 10-K for the year ended December
31, 2021, Part I, ITEM 1A, “Risk Factors,” as well as those
discussed in the Offer to Purchase. 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 the Company’s operating and financial results in a manner
that is not presently known to it or that it currently does not
consider to present significant risks to its operations. Other
unknown or unpredictable factors also could have a material adverse
effect on the Company’s 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. Accordingly, you
should not place undue reliance on those statements. The Company is
not under any obligation to, and does not intend to, publicly
update or review any forward-looking statement or other statement
in this communication, the Offer to Purchase or in any related
supplement the Company prepares or authorizes or in any documents
incorporated by reference into the Offer to Purchase, 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 these forward-looking statements will not
be realized. Please carefully review and consider the various
disclosures made in this communication, the Offer to Purchase and
in the Company’s reports filed with the SEC that attempt to advise
interested parties of the risks and factors that may affect the
Company’s business, prospects and results of operations.
_______________ 1 The offers with respect to the Securities are
subject to the Aggregate Tender Cap of $500,000,000. 2 Rounded to
the nearest tenth of a percentage point. 3 Given that no 2030 Notes
will be accepted for purchase, the “Principal Amount Tendered” and
the “Percent of Tendered Amount Outstanding” have been
intentionally omitted.
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version on businesswire.com: https://www.businesswire.com/news/home/20220912005591/en/
Investor Relations Communications ir@expediagroup.com
press@expediagroup.com
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