Business Context and Reporting Period
Company: Expedia, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: August 31, 2011
Event: Entry into a Material Definitive Agreement (Second Amendment to Revolving Credit Facility).
Key Financial Metrics
This filing does not report revenue, profit, cash flow, margins, or total debt levels. It specifically addresses the terms of the company's revolving credit facility:
- Facility Maturity: Extended to August 31, 2016.
- Interest Rate Spread: Reduced by 87.5 to 100 basis points on drawn amounts.
- Commitment Fee: Reduced by 7.5 to 25 basis points on undrawn amounts.
- Agents: JPMorgan Chase Bank, N.A. (Administrative Agent) and J.P. Morgan Europe Limited (London Agent).
Material Changes Versus Prior Period
The filing details amendments to the existing Revolving Credit Facility originally dated February 8, 2010, and previously amended on August 18, 2010. Key changes include:
- Extension of the facility maturity date by five years.
- Reduction in borrowing costs (interest spread and commitment fees) based on the Company's senior unsecured debt ratings.
- Clarification of covenants to explicitly permit the spin-off of assets and operations associated with the TripAdvisor Media Group.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms that JPMorgan Chase and affiliates have performed and may continue to perform financial advisory and banking services for the Company, receiving customary fees.
Risks and Contingencies: The filing notes that the description of the Second Amendment is not complete and is qualified by reference to the actual agreement attached as Exhibit 10.1. No specific forward-looking financial guidance or new risk factors were disclosed in this text.
Investor Verification Checklist
- Verify the specific interest rate spread and commitment fee percentages applicable to the Company's current credit rating.
- Review Exhibit 10.1 (Second Amendment to the Credit Agreement) for complete covenant details and restrictions.
- Confirm the status and timeline of the TripAdvisor Media Group spin-off permitted under the amended facility.
- Check subsequent filings for any drawdowns on the facility or changes in the Company's credit rating affecting the reduced rates.