Expedia Group, Inc. (NASDAQ: EXPE) (the “Company”) today
announced the pricing for its previously announced tender offers to
purchase for cash up to $500,000,000 aggregate principal amount
(the “Aggregate Tender Cap”) of 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”).
Title of Security
CUSIP No./ ISIN No.
Principal Amount
Outstanding
Acceptance Priority
Level(1)
Aggregate Principal Amount
Tendered
Aggregate Principal Amount
Expected to Be Accepted
Early Tender
Payment(2)(3)
U.S. Treasury Reference
Security
Reference
Yield(4)
Bloomberg Reference
Page
Fixed Spread
Total
Consideration(5)
2.950% Senior Notes due
2031
30212P BH7 / US30212PBH73; 30212P
BF1 / US30212PBF18; U3010D AM2 / USU3010DAM21
$1,000,000,000
1
$685,101,000
$500,000,000
$50
2.75% UST due 8/15/2032
3.283%
FIT1
210 bps
$835.70
3.25% Senior Notes due
2030
30212P AR6 / US30212PAR64; 30212P
AQ8 / US30212PAQ81; U3010D AG5 / USU3010DAG52
$1,250,000,000
2
N/A(6)
$0
$50
2.75% UST due 8/15/2032
N/A(6)
FIT1
205 bps
N/A(6)
The tender offers are being made pursuant to an offer to
purchase, dated August 26, 2022 (as it may be amended or
supplemented from time to time, the “Offer to Purchase”), which
sets forth the terms and conditions of the tender offers. Although
the tender offers are scheduled to expire at 11:59 p.m., New York
City time, on September 23, 2022, because the aggregate principal
amount of Securities validly tendered and not validly withdrawn
prior to or at the Early Tender Date exceeded the Aggregate Tender
Cap, there will be no Final Settlement Date (as defined in the
Offer to Purchase), and no Securities tendered after the Early
Tender Date will be accepted for purchase. Further, because the
Company intends to accept for purchase an aggregate principal
amount of 2031 Notes in excess of the Aggregate Tender Cap, no 2030
Notes will be accepted for purchase. Securities tendered and not
purchased on the Early Settlement Date will be returned to holders
promptly after the Early Settlement Date.
The consideration (the “Total Consideration”) to be paid per
$1,000 principal amount of 2031 Notes validly tendered and accepted
for purchase has been determined in the manner described in the
Offer to Purchase by reference to the applicable “Fixed Spread”
specified in the table above, plus the Reference Yield for the 2031
Notes specified in the table above. Holders of 2031 Notes that were
validly tendered and not validly withdrawn at or prior to the Early
Tender Date and accepted for purchase will receive the Total
Consideration, which is inclusive of an amount in cash equal to the
amount set forth on the table above under the heading “Early Tender
Payment” (the “Early Tender Payment”), plus accrued and unpaid
interest on such 2031 Notes from the applicable last interest
payment date up to, but not including, the settlement date, payable
on such settlement date. It is anticipated that the settlement date
for the 2031 Notes that were validly tendered at or prior to the
Early Tender Date and accepted for purchase by the Company will be
September 13, 2022.
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
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 the
Offer to Purchase, including the documents incorporated by
reference therein, and to consult their own investment and tax
advisors. If a holder holds Securities through a custodian bank,
broker, dealer, commercial bank, trust company or other nominee, it
may contact such custodian or nominee.
The full details of the tender offers 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 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.
__________________________________________ 1 The offers with
respect to the Securities are subject to the Aggregate Tender Cap
of $500,000,000. 2 Per $1,000 principal amount. 3 The Total
Consideration for Securities validly tendered at or prior to 5:00
p.m., New York City time, on September 9, 2022 (the “Early Tender
Date”) and accepted for purchase is calculated using the applicable
Fixed Spread and is inclusive of the Early Tender Payment. 4 The
Reference Yield was determined at 10:00 a.m., New York City time,
on September 12, 2022. 5 Payable per each $1,000 principal amount
of each specified series of Securities validly tendered and not
validly withdrawn at or prior to the Early Tender Date and accepted
for purchase, inclusive of the applicable Early Tender Payment. 6
Given that no 2030 Notes will be accepted for purchase, the
“Reference Yield”, “Total Consideration” and “Principal Amount
Tendered” have been intentionally omitted.
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version on businesswire.com: https://www.businesswire.com/news/home/20220912005744/en/
Investor Relations Communications ir@expediagroup.com
press@expediagroup.com
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