Expedia Group, Inc. (NASDAQ: EXPE) (the “Company”) today
announced that it has commenced tender offers to purchase for cash
the debt securities issued by the Company listed in the table
below.
Tender Offers for up to $500,000,000 in
Aggregate Principal Amount of Securities of Expedia Group, Inc.
Listed Below in the Acceptance Priority Levels Listed
Below
Title of Security
CUSIP No./ ISIN No.
Principal Amount
Outstanding
Acceptance Priority
Level(1)
Early Tender
Payment(2)(3)
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Fixed Spread
2.950% Senior Notes due
2031
30212P BH7 / US30212PBH73; 30212P
BF1 / US30212PBF18; U3010D AM2 / USU3010DAM21
$1,000,000,000
1
$50
2.75% UST due 8/15/2032
FIT1
210 bps
3.25% Senior Notes due
2030
30212P AR6 / US30212PAR64; 30212P
AQ8 / US30212PAQ81; U3010D AG5 / USU3010DAG52
$1,250,000,000
2
$50
2.75% UST due 8/15/2032
FIT1
205 bps
(1)
The offers with respect to the Securities
(as defined below) are subject to the Aggregate Tender Cap (as
defined below) of $500,000,000.
(2)
Per $1,000 principal amount.
(3)
The Total Consideration (as defined below)
for Securities (as defined below) validly tendered at or prior to
the Early Tender Date (as defined below) and accepted for purchase
will be calculated using the applicable Fixed Spread (as defined
below) and is inclusive of the Early Tender Payment (as defined
below).
The tender offers consist of offers to purchase for cash, on the
terms and subject to the conditions set forth in the offer to
purchase, dated August 26, 2022 (as the same may be amended or
supplemented from time to time, the “Offer to Purchase”), 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”), up to $500,000,000 aggregate principal
amount of Securities (the “Aggregate Tender Cap”), payable upon
settlement for all Securities purchased in the tender offers. The
Company reserves the right, but is under no obligation, to
increase, decrease or eliminate the Aggregate Tender Cap, subject
to applicable law. The amount of each series of Securities that
will be purchased will be determined in accordance with the
acceptance priority levels set forth in the table above without
exceeding the Aggregate Tender Cap and may be prorated as described
in the Offer to Purchase. The Company refers investors to the Offer
to Purchase for the complete terms and conditions of the tender
offers.
The tender offers for the Securities will expire at 11:59 p.m.,
New York City time, on September 23, 2022, or, in each case, any
other date and time to which the Company extends the applicable
tender offer (such date and time, as it may be extended with
respect to a tender offer, the applicable “Expiration Date”),
unless earlier terminated. Holders of Securities must validly
tender and not validly withdraw their Securities at or prior to
5:00 p.m., New York City time, on September 9, 2022 (such date and
time, as it may be extended with respect to a tender offer, the
applicable “Early Tender Date”), to be eligible to receive the
applicable Total Consideration (as defined below), which is
inclusive of an amount in cash equal to the amount set forth in the
table above under the heading “Early Tender Payment” (the “Early
Tender Payment”), plus Accrued Interest (as defined below). If a
holder validly tenders Securities after the applicable Early Tender
Date but at or prior to the Expiration Date, the holder will only
be eligible to receive the applicable Late Tender Offer
Consideration (as defined below), plus Accrued Interest.
The applicable consideration (the “Total Consideration”) offered
for each $1,000 principal amount of each series of Securities
validly tendered, and not validly withdrawn, and accepted for
purchase pursuant to the applicable tender offer will be determined
in the manner described in the Offer to Purchase by reference to
the applicable fixed spread for such Securities specified in the
table above (the “Fixed Spread”) plus the yield to maturity of the
applicable U.S. Treasury Reference Security based on the bid-side
price of the applicable U.S. Treasury Reference Security specified
in the table above as quoted on the applicable Bloomberg Reference
Page specified in the table above at 10:00 a.m., New York City
time, on September 12, 2022. The “Late Tender Offer Consideration”
is equal to the Total Consideration minus the Early Tender
Payment.
In addition to the Total Consideration or the Late Tender Offer
Consideration, as applicable, all holders of Securities accepted
for purchase will also receive accrued and unpaid interest on
Securities validly tendered and accepted for purchase from the
applicable last interest payment date up to, but not including, the
applicable settlement date (“Accrued Interest”), payable on such
settlement date.
Each tender offer will expire on the Expiration Date. Except as
set forth below, payment for the Securities that are validly
tendered at or prior to the Expiration Date and that are accepted
for purchase will be made on a date promptly following the
Expiration Date, which is currently anticipated to be September 27,
2022, the second business day after the Expiration Date. The
Company reserves the right, in its sole discretion, to make payment
for Securities that are validly tendered at or prior to the Early
Tender Date and that are accepted for purchase on an earlier
settlement date, which, if applicable, is currently anticipated to
be September 13, 2022, the second business day after the Early
Tender Date.
Tendered Securities may be validly withdrawn at or prior to, but
not after, 5:00 p.m., New York City time, on September 9, 2022,
unless extended or otherwise required by applicable law (the
“Withdrawal Deadline”). Subject to applicable law, the Company may
extend an Early Tender Date without extending the corresponding
Withdrawal Deadline.
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
The Offer to Purchase is being distributed to holders beginning
today. 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 this
Offer to Purchase, including the documents incorporated by
reference herein, consult their own investment and tax advisors and
make their own decisions whether to tender some or all of their
Securities. If a holder holds Securities through a custodian bank,
broker, dealer, commercial bank, trust company or other nominee, it
should contact such custodian or nominee if it wishes to tender its
Securities.
The full details of the tender offers, including complete
instructions on how to tender Securities, 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 will 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220825005740/en/
Investor Relations ir@expediagroup.com
Communications press@expediagroup.com
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