EXPEDIA GROUP, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Foreign Credit Facility

On August 5, 2020, Expedia Group, Inc., a Delaware corporation (the "Company") and Expedia Group International Holdings III, LLC, as borrower (the "Borrower"), entered into that certain Credit Agreement (as amended, supplemented or otherwise modified from time to time, the "Foreign Credit Facility") among the Company, the Borrower, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the "Administrative Agent") and London agent.

Obligations under the Foreign Credit Facility are unsecured. Such obligations are guaranteed by the Company, its subsidiaries that guarantee obligations under the Amended and Restated Credit Agreement, dated as of May 5, 2020, among the Company, Expedia, Inc., Travelscape, LLC, Hotwire, Inc., the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and London agent (as amended by that certain First Amendment, dated as of July 6, 2020, and that certain Second Amendment, dated as of August 5, 2020, the "Existing Credit Facility") and certain of the Company's additional subsidiaries (collectively, the "Guarantors") pursuant to the Guarantee Agreement, dated as of August 5, 2020, among the Borrower, the Guarantors and the Administrative Agent.

Aggregate commitments under the Foreign Credit Facility total $855 million, and mature on May 31, 2023. Substantially concurrently with the establishment of the Foreign Credit Facility, the Company reduced commitments under the Existing Credit Facility in an amount equal to $855 million and prepaid indebtedness under the Existing Credit Facility in an amount equal to $772 million.

Loans under the Foreign Credit Facility will bear interest at a rate equal to an index rate plus a margin (A) in the case of eurocurrency loans, (i) prior to December 31, 2021, equal to 2.50% per annum and (ii) on and after December 31, 2021, or prior to such date for each quarter that the leverage ratio, as of the end of the most recently ended fiscal quarter for which financial statements have been delivered, calculated on an annualized basis using consolidated EBITDA for the two most recently ended fiscal quarters included in such financial statements multiplied by two, is not greater than 5.00:1.00, ranging from 1.25% to 2.00% per annum, depending on the Company's credit ratings, and (B) in the case of base rate loans, (i) prior to December 31, 2021, equal to 1.50% per annum and (ii) on and after December 31, 2021, or prior to such date if the leverage ratio condition referred to above is satisfied, ranging from 0.25% to per 1.00% annum, depending on the Company's credit ratings.

The covenants, events of default and other terms and conditions in the Foreign Credit Facility are substantially similar to those in the Existing Credit Facility, but include additional limitations on the Borrower and certain other entities that are not obligors under the Existing Credit Facility.

The foregoing description of the Foreign Credit Facility does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Foreign Credit Facility, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Amendment to Existing Credit Facility

On August 5, 2020, the Company and certain of its subsidiaries entered into that certain Second Amendment (the "Amendment"), among the Company, Expedia, Inc., Travelscape, LLC, Hotwire, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent and London agent. The Amendment, among other things, made changes to certain provisions of the Existing Credit Facility to conform to the corresponding provisions in the Foreign Credit Facility.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and 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
  10.1               Credit Agreement, dated as of August 5, 2020, among Expedia
                   Group, Inc., Expedia Group International Holdings III, LLC, the
                   lenders from time to time party thereto and JPMorgan Chase Bank,
                   N.A., as Administrative Agent and London Agent.
  10.2               Second Amendment, dated as of August 5, 2020, among Expedia
                   Group, Inc., Expedia, Inc., Travelscape, LLC, Hotwire, Inc., the
                   lenders party thereto and JPMorgan Chase Bank, N.A., as
                   Administrative Agent and London Agent.
104                Cover Page Interactive Data File (embedded within the Inline
                   XBRL document).

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