Item 1.01. Entry into a Material Definitive Agreement.
Issuance of Notes
On March 3, 2021, Expedia Group, Inc., a Delaware corporation (the "Company"),
completed its previously announced private placement (the "Notes Offering") of
$1 billion aggregate principal amount of 2.950% senior unsecured notes due
March 2031 (the "2031 Notes"). The 2031 Notes were issued pursuant to an
indenture dated as of March 3, 2021 (the "Indenture"), by and among the Company,
the subsidiary guarantors party thereto and U.S. Bank National Association, as
trustee.
The 2031 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 2031 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 2031 Notes, after deducting estimated
discounts and other offering expenses, were approximately $983 million. The
Company is using the net proceeds from the sale of the 2031 Notes, together with
the net proceeds from the previously announced completed private placement (the
"Convertible Notes Offering") of the $1 billion aggregate principal amount of
its unsecured 0% convertible senior notes due 2026, to (i) finance the
redemption of all of its outstanding 7.000% Senior Notes due 2025 (the "7.000%
Notes"), (ii) finance the tender offer (the "Tender Offer") for a portion of its
issued and outstanding 6.250% Senior Notes due 2025 (the "6.250% Notes") and
(iii) to pay fees and expenses related to the foregoing, with any remaining net
proceeds to be used to repay, prepay, redeem or repurchase the Company's
indebtedness.
The 2031 Notes are the Company's senior unsecured obligations and will rank
equally in right of payment with all of the Company's existing and future
unsecured and unsubordinated obligations, including the Company's existing
senior notes. The 2031 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 senior unsecured obligation of such
subsidiary guarantor and will rank equally in right of payment 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 2031 Notes pay interest semiannually in arrears on
March 15 and September 15 of each year, beginning on September 15, 2021, at a
rate of 2.950% per year. The interest rate payable on the 2031 Notes is subject
to adjustment based on certain ratings events. The 2031 Notes will mature on
March 15, 2031.
The Company may redeem some or all of the 2031 Notes at any time prior to
December 15, 2030 by paying a "make-whole" premium plus accrued and unpaid
interest, if any. The Company may redeem some or all of the 2031 Notes on or
after December 15, 2030 at par plus accrued and unpaid interest, if any.
The Company is obligated to offer to repurchase the 2031 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 Indenture contains 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 Indenture could result in the
acceleration of the 2031 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 the
Indenture, which is filed as Exhibit 4.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Registration Rights Agreement
On March 3, 2021, the Company and the guarantors of the 2031 Notes entered into
registration rights agreement with respect to the 2031 Notes (the "Registration
Rights Agreement") with J.P. Morgan Securities LLC, BofA Securities, Inc. and
Goldman Sachs & Co. LLC as representatives of the several initial purchasers of
the 2031 Notes. Upon the terms and subject to the conditions of the Registration
Rights Agreement, 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 2031 Notes and guarantees for substantially identical 2031 Notes
and guarantees that are registered under the Securities Act (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 2031 Notes. If the Company fails
to satisfy certain of its obligations under the Registration Rights Agreement (a
"Registration Default"), it will be required to pay additional interest of 0.25%
per annum to the holders of the 2031 Notes until such Registration Default is
cured.
. . .
Item 1.02. Termination of a Material Definitive Agreement.
Simultaneously with the Redemption (as defined below), the Company satisfied and
discharged the indenture governing the 7.000% Notes (the "7.000% Notes
Indenture"). The information relating to the Redemption in Item 8.01 below is
incorporated by reference into this Item 1.02.
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 8.01. Other Events
On February 16, 2021, the Company notified holders of all of its outstanding
7.000% Notes that the Company would, subject to receipt of aggregate net
proceeds (after the payment of any fees and expenses related to the Notes
Offering and the Convertible Notes Offering) of the Notes Offering and/or the
Convertible Notes Offering in an amount equal to no less than 100% of the
principal amount of the 7.000% Notes to be redeemed, plus the Applicable Premium
(as defined in the 7.000% Notes Indenture) as of, and accrued and unpaid
interest thereon to but excluding, March 3, 2021, redeem all $750 million of the
aggregate principal amount of the 7.000% Notes on March 3, 2021 (the
"Redemption"). On February 19, 2021, the Company announced that the conditions
to the Redemption had been satisfied. Pursuant to the terms of the 7.000% Notes
Indenture, funds sufficient to fund the Redemption were deposited with the
trustee, and the 7.000% Notes Indenture was satisfied and discharged, on
March 3, 2021. After giving effect to the Redemption, no 7.000% Notes remain
outstanding. A portion of the net proceeds from the Notes Offering and the
Convertible Notes Offering was used to fund such redemption.
On March 2, 2021, the Company announced the early participation results for and
the upsize of the Tender Offer. A copy of the press release is attached hereto
as Exhibits 99.1, which is incorporated herein by reference.
On March 3, 2021, the Company accepted for purchase $1.13 billion aggregate
purchase price of the 6.250% Notes validly tendered and not validly withdrawn in
the Tender Offer at or prior to 5:00 p.m. New York City time, on March 1, 2021.
Such notes were cancelled in connection with the Tender Offer and are no longer
outstanding.
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 Tender Offer will be made
only by means of the offer to purchase, dated as of February 16, 2021, which
sets forth the terms and conditions of the Tender Offer.
Forward-Looking Statements
This report 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number Description
4.1 Indenture, dated as of March 3, 2021, among Expedia
Group, Inc., the guarantors party thereto and U.S. Bank National
Association relating to the 2031 Notes.
4.2 Form of 2.950% Senior Notes due 2031 (included in
Exhibit 4.1).
10.1 Registration Rights Agreement, dated as of March 3, 2021, by
and among Expedia Group, Inc., the guarantors party thereto and
J.P. Morgan Securities LLC, BofA Securities, Inc. and Goldman
Sachs & Co. LLC relating to the 2031 Notes.
99.1 Press Release, dated March 2, 2021, relating to the Tender
Offer.
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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