BELLEVUE, Wash., Sept. 22, 2016 /PRNewswire/ -- Today,
Expedia, Inc. ("Expedia" or the "Company") announced that it has
commenced a consent solicitation (the "Solicitation") with respect
to a proposed amendment (the "Proposed Amendment") to the
indenture (the "Indenture") governing its 5.95% Senior Notes due
2020 (the "Notes"), upon the terms and subject to the conditions
set forth in the Consent Solicitation Statement, dated September 22, 2016 (the "Statement"), and the
related Letter of Consent. Expedia is soliciting consents from
holders of record of the Notes as of 5:00
P.M., New York City time,
on September 21, 2016. Subject to the
terms and conditions set forth in the Statement and the related
Letter of Consent, Expedia will pay eligible holders who validly
deliver their consents on or prior to 5:00
P.M., New York City time,
on September 30, 2016 (as may be
extended by Expedia in accordance with the Statement, the
"Expiration Date"), and who do not validly revoke such consents on
or prior to the earlier of the Expiration Date or the Effective
Time (as defined below), a cash payment equal to $2.50 per $1,000
aggregate principal amount of Notes consented (the "Consent Fee").
The Consent Fee will only be payable upon and subject to the
occurrence of, among other things, the receipt of the Requisite
Consent (as defined below).
The purpose of the Proposed Amendment is to conform the
definition of "Permitted Holder" contained in the Indenture to the
definition employed in the indentures governing Expedia's 4.500%
Senior Notes due 2024, 2.500% Senior Notes due 2022 and 5.000%
Senior Notes due 2026, including by specifying that "Permitted
Holders" include certain entities succeeding to the interest of
Liberty Interactive Corporation in Expedia.
The Solicitation is subject to customary conditions, including,
among other things, the receipt of valid and unrevoked consents
with respect to a majority in aggregate principal amount of Notes
then outstanding (the "Requisite Consent") prior to the Expiration
Date. The Proposed Amendment will be effected by a supplemental
indenture (the "Supplemental Indenture") to the Indenture, which
will be executed after the receipt of Requisite Consent, as
described in more detail in the Statement. Delivered consents may
be validly revoked prior to the earlier of the Expiration Date and
the time and date on which the Supplemental Indenture is executed
and delivered (the "Effective Date"). The Proposed Amendment will
cease to be operative if Expedia does not pay the Consent Fee to
the paying agent for the benefit of the eligible holders of Notes
who validly delivered and did not validly revoke their consents on
or prior to the earlier of the Expiration Date and the Effective
Date within 10 business days following the Effective Date.
The Solicitation is being made solely on the terms and subject
to the conditions set forth in the Statement and the related Letter
of Consent. Expedia may, in its sole discretion, terminate,
abandon, extend or amend the Solicitation as described in the
Statement.
Expedia has retained J.P. Morgan Securities LLC to act as
solicitation agent in connection with the Solicitation. Questions
may be directed to J.P. Morgan Securities LLC at (866) 834-4666
(toll-free) or (212) 834-4811 (collect). Expedia has retained
D.F. King & Co., Inc. to act as
the information agent and paying agent for the Solicitation.
Questions and requests for additional documents may be directed to
D.F. King & Co., Inc. at (800)
967-5019 (toll-free) or (212) 269-5550 (bankers and brokers).
This announcement is for information purposes only and is
neither an offer to sell nor a solicitation of a consent or an
offer to buy or sell any security. This announcement is also not a
solicitation of consents with respect to the Proposed Amendment or
any securities. The Solicitation is not being made in any
jurisdiction in which, or to or from any person to or from whom, it
is unlawful to make such solicitation under applicable state or
foreign securities or "blue sky" laws.
About Expedia, Inc.
Expedia, Inc. (NASDAQ: EXPE) is
the world's largest online travel company, with an extensive brand
portfolio that includes leading online travel brands, such as:
- Expedia.com®, a leading full service online travel company with
localized sites in 33 countries
- Hotels.com®, a preeminent global lodging expert operating in
more than 65 countries and 35 languages with its award winning
Hotels.com® Rewards loyalty program
- Orbitz Worldwide, including leading U.S. travel websites
Orbitz.com and CheapTickets.com, as well as ebookers, a full
service travel brand with websites in seven European countries
- Expedia® Affiliate Network (EAN), a global B2B business that
powers the hotel business of leading airlines, top consumer brands,
online travel agencies and thousands of other partners through its
API and template solutions
- trivago®, a leading online hotel search with sites in 55
countries worldwide
- HomeAway®, a global online marketplace for the vacation rental
industry, which also includes the VRBO, VacationRentals.com and
BedandBreakfast.com brands, among others
- Egencia®, a leading corporate travel management company
- Travelocity®, a leading online travel brand in the U.S. and
Canada delivering customer service
when and where our customers need it with the Customer 1st
Guarantee
- Hotwire®, inspiring spontaneous travel through Hot Rate®
deals
- Expedia® Media Solutions, the advertising sales division of
Expedia, Inc. that builds media partnerships and enables brand
advertisers to target a highly-qualified audience of travel
consumers
- Wotif Group, a leading portfolio of travel brands including
Wotif.com®, Wotif.co.nz, lastminute.com.au®, lastminute.co.nz and
travel.com.au®
- Classic Vacations®, a top luxury travel specialist
- CarRentals.com™, a premier online car rental booking company
with localized sites in 13 countries
- Expedia Local Expert®, a provider of online and in-market
concierge services, activities, experiences and ground
transportation in hundreds of destinations worldwide
- Venere.com™, an online hotel reservation specialist in
Europe
- Expedia® CruiseShipCenters®, a provider of exceptional value
and expert advice for travelers booking cruises and vacations
through its network of over 220 retail travel agency franchises
across North America
Trademarks and logos are the property of their respective
owners. © 2016 Expedia, Inc. All rights reserved.
CST: 2029030-50
Forward-Looking Statements. Certain statements in this Press
Release constitute forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements reflect the views of Expedia'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 Expedia's Annual
Report on Form 10-K for the year ended December 31, 2015 and subsequent Quarterly
Reports on Form 10-Q. Other unknown or unpredictable factors also
could have a material adverse effect on Expedia'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," "estimates,"
"expects," "intends," "plans" and "believes," 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.
These forward-looking statements and such risks, uncertainties
and other factors speak only as of the date of this Press Release,
and Expedia is not under any obligation 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 Expedia's
reports filed with the U.S. Securities and Exchange Commission that
attempt to advise interested parties of the risks and factors that
may affect Expedia's business, prospects and results of
operations.
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SOURCE Expedia, Inc.