Business Context and Reporting Period
Company: Expedia, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 17, 2015
Event: Completion of the previously announced merger with Orbitz Worldwide, Inc.
Key Financial Metrics
This filing reports the completion of a transaction rather than periodic financial performance. Consequently, revenue, profit, cash flow, margins, debt, and liquidity metrics for the reporting period are not provided in this document.
Transaction Consideration: Each share of Orbitz common stock was converted into the right to receive $12.00 in cash.
Material Changes
- Acquisition Completion: On September 17, 2015, Expedia, Inc. completed the merger of its indirect wholly owned subsidiary, Xeta, Inc. ("Merger Sub"), with and into Orbitz Worldwide, Inc. ("Orbitz").
- Corporate Structure: Orbitz continues as the surviving entity and is now an indirect wholly owned subsidiary of Expedia.
- Shareholder Treatment: All outstanding Orbitz common stock (excluding treasury stock and shares owned by Expedia or its subsidiaries) was cancelled and converted into cash consideration.
Guidance, Outlook, and Risks
Management Commentary: The filing references a press release (Exhibit 99.1) announcing the completion of the Merger. The text of the press release is furnished but not deemed "filed" for purposes of Section 18 of the Exchange Act.
Risks and Contingencies: The description of the Merger Agreement in this report is qualified in its entirety by reference to the full text of the Merger Agreement filed on February 13, 2015. No specific new risks or contingencies are detailed in this 8-K text beyond the standard legal qualifications regarding the merger terms.
Investor Verification Checklist
- Verify the total cash consideration paid to Orbitz shareholders by multiplying the $12.00 per share price by the number of outstanding shares (excluding treasury and affiliate holdings).
- Review the full text of the Merger Agreement (Exhibit 2.1 to the February 13, 2015 8-K) for detailed terms, conditions, and potential earn-outs or adjustments not summarized here.
- Examine the attached Press Release (Exhibit 99.1) for management's strategic rationale and immediate impact statements.
- Check subsequent 10-Q or 10-K filings for the consolidated financial impact of the acquisition on Expedia's balance sheet and income statement.