Business Context and Reporting Period
This Form 8-K was filed by Expedia, Inc. on September 20, 2016. The filing addresses the registration of $750 million in senior unsecured notes issued in December 2015 and includes unaudited pro forma condensed combined financial information for Expedia, Inc., Orbitz Worldwide, Inc., and HomeAway, Inc. for the year ended December 31, 2015.
Key Financial Metrics
The filing details a specific debt instrument but does not provide current period revenue, profit, cash flow, or margin data within the text of this report.
- Debt Instrument: $750 million aggregate principal amount of 5.000% senior unsecured notes due February 2026.
- Issuance Date: December 8, 2015.
- Pro Forma Data: Unaudited pro forma condensed combined financial data for the year ended December 31, 2015, is referenced in Exhibit 99.1 but not detailed in the main text.
Material Changes and Obligations
The primary material change involves the ongoing obligation to register the previously issued notes. Expedia agreed to file an exchange offer registration statement to exchange the private notes for registered notes within 365 days of issuance.
- Registration Default Penalty: If Expedia fails to satisfy its obligations under the Registration Rights Agreement, it must pay an additional interest rate of 0.25% per annum to note holders until the default is cured.
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding the expectation to consummate the Exchange Offer or file a shelf registration statement. Management cautions that actual results could differ materially due to risks discussed in the Annual Report on Form 10-K for the year ended December 31, 2015. The company states it has no obligation to update these forward-looking statements.
Investor Verification Checklist
- Review Exhibit 99.1 for the specific unaudited pro forma condensed combined financial data for the year ended December 31, 2015.
- Verify the status of the Exchange Offer registration statement to ensure the 365-day deadline from December 8, 2015, was met to avoid the 0.25% interest penalty.
- Consult the Form 10-K for the year ended December 31, 2015, for detailed risk factors affecting the business and financial condition.