Current Report Filing (8-k)
July 08 2020 - 6:10AM
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): July 7, 2020
EXPEDIA GROUP, INC.
(Exact name of
registrant as specified in its charter)
Delaware
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001-37429
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20-2705720
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1111 Expedia Group Way W.
Seattle,
Washington 98119
(Address of Principal
Executive Offices, and Zip Code)
(206)
481-7200
(Registrant’s
Telephone Number, Including Area Code)
Not applicable
(Former Name or
Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.0001 per share
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EXPE
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The
Nasdaq Global Select Market
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Expedia Group, Inc. 2.500% Senior Notes due 2022
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EXPE22
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New
York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 8.01. Other Events.
Pricing of
Notes
On July 7,
2020, Expedia Group, Inc. (“Expedia Group” or the “Company”), entered into an agreement which will
result in the private placement of $500 million of unsecured 3.600% senior notes due 2023 (the “2023 Notes”) and
$750 million of unsecured 4.625% senior notes due 2027 (the “2027 Notes” and, together with the 2023 Notes, the
“Notes”) upon the terms of a preliminary private placement offering memorandum, dated as of July 7, 2020 (the
“Offering Memorandum”). The 2023 Notes will be issued at a price of 99.922% of the aggregate principal amount.
The 2027 Notes will be issued at a price of 99.997% of the aggregate principal amount. The Notes will be guaranteed by
certain subsidiaries of Expedia Group. Expedia Group currently expects to use the net proceeds to redeem outstanding shares
of its 9.5% Series A Preferred Stock after May 5, 2021, when the redemption premium is scheduled to decrease. Depending on
business, liquidity and other trends or conditions, however, the Company may elect to use all or part of the proceeds for
other general corporate purposes, which may include repaying, prepaying, redeeming or repurchasing other indebtedness in lieu
of or pending such redemption. The private placement of the Notes is expected to close on July 14, 2020. The closing of the
Notes offering is subject to customary closing conditions, and there can be no assurance that the issuance and sale of the
Notes will be consummated.
On July 7, 2020,
the Company issued a press release announcing the pricing of the private offering of the Notes. A copy of the Company’s press
release is attached hereto as Exhibit 99.1, which is incorporated by reference herein.
The Notes will
be offered and sold only to qualified institutional buyers pursuant to Rule 144A and outside the United States pursuant to Regulation
S under the Securities Act of 1933, as amended (the “Securities Act”). The Notes have not been 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 report does
not constitute an offer to sell or a solicitation for an offer to purchase the Notes or any other securities and does not constitute
an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Forward Looking Statements
This report, including
the exhibits, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995 that involve risks and uncertainties. These forward-looking statements are based on assumptions that are inherently
subject to uncertainties, risks and changes in circumstances that are difficult to predict, including the Risk Factors identified
in the Company’s most recently filed annual report on Form 10-K, the Company’s most recently filed quarterly report
on Form 10-Q for the quarter ended March 31, 2020 and Exhibit 99.2 to the Company’s Current Report on Form 8-K filed on April
23, 2020 (File No.: 20809410). The use of words such as “believe,” “estimate,” “expect” 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. Unless required by law, the Company
undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events
or otherwise. However, readers should carefully review the reports and documents the Company files or furnishes from time to time
with the Securities and Exchange Commission, particularly its annual report on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K.
Item 9.01. Financial Statements
and Exhibits
(d) Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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EXPEDIA GROUP, INC.
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Dated: July 8, 2020
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By:
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/s/ Robert J. Dzielak
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Robert J. Dzielak
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Chief Legal Officer and Secretary
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