Item 1.01. Entry into a Material Definitive Agreement.
Issuance of Notes
On July 14, 2020, Expedia Group, Inc., a Delaware
corporation (the “Company”), completed its previously announced private placement (the “Notes Offering”)
of $500 million aggregate principal amount of 3.600% senior unsecured notes due December 2023 (the “2023 Notes”)
and $750 million aggregate principal of 4.625% senior unsecured notes due August 2027 (the “2027 Notes,” and together
with the 2023 Notes, the “Notes”). The 2023 Notes were issued pursuant to an indenture dated as of July 14, 2020
(the “2023 Notes Indenture”), by and among the Company, the subsidiary guarantors party thereto and U.S. Bank National
Association, as trustee. The 2027 Notes were issued pursuant to an indenture dated as of July 14, 2020 (the “2027 Notes
Indenture,” and together with the 2023 Notes Indenture, the “Indentures”), by and among the Company, the subsidiary
guarantors party thereto and U.S. Bank National Association, as trustee.
The Notes were offered and sold only to qualified institutional
buyers in the United States 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.
The net proceeds from the sale of the Notes, after deducting
estimated discounts and commissions and other offering expenses, were approximately $1,238 million. The Company currently expects
to use the net proceeds from the sale of the Notes to redeem its outstanding shares of Series A Preferred Stock, par value
$0.001 per share, 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 Notes are the Company’s unsecured,
unsubordinated obligations and will rank equally in right of payment with each other and with all of the Company’s
existing and future unsecured and unsubordinated obligations, including the Company’s existing senior notes. The Notes
are fully and unconditionally guaranteed by the subsidiary guarantors, which include each domestic subsidiary of the Company
that is a borrower under or guarantees the obligations under the Company’s existing credit agreement. So long as the
guarantees are in effect, each subsidiary guarantor’s guarantee will be the unsecured, unsubordinated obligation of
such subsidiary guarantor and will rank equally in right of payment with each other and with all of such subsidiary
guarantor’s existing and future unsecured and unsubordinated obligations, including such subsidiary guarantor’s
guarantees of the Company’s existing senior notes. The Notes pay interest semiannually in arrears on June 15 and
December 15 of each year, beginning on December 15, 2020, at a rate of 3.600% per year with respect to the 2023
Notes and on February 1 and August 1 of each year, beginning on February 1, 2021, at a rate of 4.625% per year
with respect to the 2027 Notes. The interest rate payable on the Notes is subject to adjustment based on certain ratings
events. The 2023 Notes will mature on December 15, 2023. The 2027 Notes will mature on August 1, 2027.
The Company may redeem some or all of the 2023 Notes at any
time prior to November 15, 2023 and some or all of the 2027 Notes at any time prior to May 1, 2027, in each case by paying
a “make-whole” premium plus accrued and unpaid interest, if any. The Company may redeem some or all of the 2023 Notes
on or after November 15, 2023 and some or all of the 2027 Notes on or after May 1, 2027, in each case at par plus accrued
and unpaid interest, if any.
The Company is obligated to offer to repurchase the Notes at
a price of 101% of their principal amount plus accrued and unpaid interest, if any, upon the occurrence of certain change of control
triggering events, subject to certain qualifications and exceptions. The Indentures contain certain customary covenants (including
covenants limiting the Company’s and the Company’s subsidiaries’ ability to create certain liens, enter into
sale and lease-back transactions, and consolidate or merge with, or convey, transfer or lease all or substantially all assets to,
another person) and events of default (subject in certain cases to customary exceptions, as well as grace and cure periods). The
occurrence of an event of default under the applicable Indenture could result in the acceleration of the Notes and could cause
a cross-default that could result in the acceleration of other indebtedness of the Company and its subsidiaries.
The foregoing summary is qualified in its entirety by reference
to each of the Indentures, which are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated
herein by reference.
Registration Rights Agreements
On July 14, 2020, the Company and the guarantors of the
Notes entered into registration rights agreements with respect to the 2023 Notes and the 2027 Notes (the “Registration Rights
Agreements”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers of the Notes. Upon the
terms and subject to the conditions of the Registration Rights Agreements, the Company agreed to use commercially reasonable best
efforts to (i) file an exchange offer registration statement with respect to an offer to exchange the applicable series of
Notes and guarantees for substantially identical Notes and guarantees that are registered under the Securities Act (each, an “Exchange
Offer”); (ii) cause the Exchange Offer registration statement to become effective; and (iii) consummate the Exchange
Offer or, if required in lieu thereof, file a shelf registration statement and have it declared effective, in each case, within
365 days of issuance of the applicable series of Notes. If the Company fails to satisfy certain of its obligations under either
of the Registration Rights Agreements (a “Registration Default”), it will be required to pay additional interest of
0.25% per annum to the holders of the applicable series of Notes until such Registration Default is cured.
The foregoing description of the Registration Rights Agreements
does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Registration Rights Agreement
with respect to the 2023 Notes, which is attached hereto as Exhibit 4.3, and the Registration Rights Agreement with respect
to the 2027 Notes, which is attached hereto as Exhibit 4.4, which are both incorporated herein by reference.