Item 1.01. Entry into a Material Definitive Agreement.
Issuance of Notes
On
The Notes were offered and sold only to qualified institutional buyers in
The net proceeds from the sale of the Notes, after deducting estimated discounts
and commissions and other offering expenses, were approximately
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
The Company may redeem some or all of the 2023 Notes at any time prior to
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
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.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. Exhibit Number Description 4.1 Indenture, dated as ofJuly 14, 2020 , amongExpedia Group, Inc. , the guarantors party thereto andU.S. Bank National Association relating to the 2023 Notes. 4.2 Indenture, dated as ofJuly 14, 2020 , amongExpedia Group, Inc. , the guarantors party thereto andU.S. Bank National Association relating to the 2027 Notes. 4.3 Registration Rights Agreement, dated as ofJuly 14, 2020 , by and amongExpedia Group, Inc. , the guarantors party thereto andJ.P. Morgan Securities LLC relating to the 2023 Notes. 4.4 Registration Rights Agreement, dated as ofJuly 14, 2020 , by and amongExpedia Group, Inc. , the guarantors party thereto andJ.P. Morgan Securities LLC relating to the 2027 Notes. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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