Item 8.01 Other Events.
On February 16, 2021, Expedia Group, Inc.
(the “Company”) issued a press release announcing that it intends to commence (1) an offering (the “Senior
Notes Offering”) of senior unsecured notes of the Company (the “Senior Notes”) in a private placement
to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in accordance
with Regulation S under the Securities Act, upon the terms of a preliminary offering memorandum, dated as of February 16, 2021
(the “Senior Notes Offering Memorandum”) and (2) an offering (the “Convertible Notes Offering,”
together with the Senior Notes Offering, the “Offerings”) of $825 million aggregate principal amount of convertible
unsecured senior notes of the Company (the “Convertible Notes”) in a private placement to qualified institutional
buyers pursuant to Rule 144A under the Securities Act, and the related grant to the initial purchasers of the Convertible Notes
of an option to purchase up to an additional $100 million aggregate principal amount of Convertible Notes, upon the terms of a
preliminary offering memorandum, dated February 16, 2021 (the “Convertible Notes Offering Memorandum”).
Concurrently with the Offerings, the
Company issued a press release announcing that it has commenced a cash tender offer (the “Tender
Offer”) to purchase its 6.250% Senior Notes due 2025 for an aggregate purchase price of up to $950 million
(the “Maximum Amount”). The Tender Offer is being made
exclusively pursuant to the offer to purchase, dated as of February 16, 2021 (the “Offer
to Purchase”), which sets forth the terms and conditions of the Tender Offer. The Tender Offer is conditioned
upon, among other things, (i) the Company receiving aggregate net proceeds from the Senior Notes Offering and/or the
Convertible Notes Offering (after the payment of any fees and expenses related to the Senior Notes Offering and the
Convertible Notes Offering, in each case, if consummated) in an amount equal to no less than the sum of the Maximum Amount
and the Redemption Price (as defined below) and (ii) the satisfaction of certain customary conditions described in the Offer
to Purchase.
Also on February 16, 2021, the Company
issued a conditional notice of redemption (the “Redemption”) for
all of the outstanding 7.000% Senior Notes due 2025, which were issued on May 5, 2020 in the aggregate principal amount of
$750 million (the “7.000% Notes”) with an expected redemption
date of March 3, 2021 (the “Redemption Date”), at a redemption
price equal to 100% of the principal amount of the 7.000% Notes to be redeemed, plus the Applicable Premium (as defined in
the indenture governing the 7.000% Notes) as of, and accrued and unpaid interest thereon to but excluding, the Redemption
Date (the “Redemption Price”). Notwithstanding the foregoing, the
Redemption is conditioned on the receipt of aggregate net proceeds (after the payment of any fees and expenses related to the
Senior Notes Offering and the Convertible Notes Offering, in each case, if consummated) of the Senior Notes Offering and/or the Convertible Notes Offering
in an amount equal to no less than the Redemption Price.
The press release relating to the Offerings
and the Redemption is attached hereto as Exhibit 99.1, the press release relating to the Tender Offer is attached hereto as Exhibit
99.2 and each such exhibit is incorporated herein by reference.
This report does not constitute an offer
to sell or purchase or a solicitation of an offer to purchase or sell any securities nor will there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful under the securities laws of such state. The Senior Notes
Offering will be made only by means of the Senior Notes Offering Memorandum. The Convertible Notes Offering will be made only by
means of the Convertible Notes Offering Memorandum. The Tender Offer will be made only by means of the Offer to Purchase. This
report is not a notice of redemption or an obligation to issue a notice of redemption with respect to the 7.000% Notes.
Forward-Looking Statements
This report, including
Exhibits 99.1 and 99.2, contains “forward-looking statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements reflect the views of our 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 section entitled
“Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, as well as those discussed elsewhere
in our public filings with the Securities and Exchange Commission (“SEC”). 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 our operating
and financial results in a manner that is not presently known to us or that we currently do not consider to present significant
risks to our operations. Other unknown or unpredictable factors also could have a material adverse effect on our 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. We are not under any obligation
to, 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 our reports filed with the SEC that attempt to advise interested parties of the risks and factors that may
affect our business, prospects and results of operations.