Business Context and Reporting Period
Company: Expedia Group, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 16, 2021
Event: Pricing of concurrent Senior Notes and Convertible Notes offerings.
Key Financial Metrics and Capital Structure
This filing details a capital raise rather than operating performance metrics. The following debt instruments were priced:
- Senior Notes Offering: $1.0 billion aggregate principal amount of unsecured 2.950% senior notes due 2031. Issued at 99.081% of principal.
- Convertible Notes Offering: $900 million aggregate principal amount of unsecured 0% convertible senior notes due 2026. Issued at 100% of principal.
- Over-Allotment Option: Initial purchasers granted an option to purchase up to an additional $100 million of Convertible Notes.
- Guarantees: Both note series are guaranteed by certain subsidiaries of the Company.
Material Changes and Use of Proceeds
The Company intends to use the net proceeds from these offerings for the following purposes, subject to certain conditions:
- Finance the redemption of all issued and outstanding 7.000% Senior Notes due 2025.
- Finance a tender offer for a portion of issued and outstanding 6.250% Senior Notes due 2025.
- Pay fees and expenses related to the transactions.
- Repay, prepay, redeem, or repurchase other indebtedness with any remaining proceeds.
Closing Dates: The Convertible Notes Offering is expected to close on February 19, 2021, and the Senior Notes Offering on March 3, 2021. Closings are subject to customary conditions.
Outlook, Risks, and Contingencies
Forward-Looking Statements: The filing contains projections regarding future events and the consummation of the offerings. Actual results may differ materially due to various risks.
Key Risks:
- Consummation Risk: There is no assurance that the issuance and sale of the Senior Notes or Convertible Notes will be consummated.
- Pandemic Impact: COVID-19 and volatile global economic conditions could materially adversely affect the Company's business, financial condition, liquidity, and results of operations.
- Regulatory: The notes are offered only to qualified institutional buyers (Rule 144A) and outside the U.S. (Regulation S for Senior Notes) and are not registered under the Securities Act of 1933.
Investor Verification Checklist
- Verify the final closing dates for both the Senior Notes (expected March 3, 2021) and Convertible Notes (expected February 19, 2021).
- Confirm the execution of the redemption of the 7.000% Senior Notes due 2025 and the tender offer for the 6.250% Senior Notes due 2025.
- Monitor whether the $100 million over-allotment option on the Convertible Notes is exercised.
- Review the definitive Offering Memorandums for detailed terms, covenants, and risk factors not fully detailed in this 8-K.