UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 6, 2018
LIBERTY EXPEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-37938 |
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81-1838757 |
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(State or other jurisdiction of
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(Commission
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(I.R.S. Employer
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12300 Liberty Blvd.
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (720) 875-5800
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01 Entry into a Material Definitive Agreement.
The Amended and Restated Transaction Agreement, dated as of September 22, 2016 (the “ Transaction Agreement ”), by and among Liberty Expedia Holdings, Inc., a Delaware corporation (the “ Company ”), Liberty Interactive Corporation, a Delaware corporation (“ Liberty Interactive ”), John C. Malone (“ Mr. Malone ”), Leslie Malone (“ Mrs. Malone ”) and Barry Diller (“ Mr. Diller ”) provides that the Proxy Arrangement Termination Date will occur upon the occurrence of certain events or the taking of certain actions, and if not sooner terminated as a result of the occurrence of such events or the taking of such actions, the Proxy Arrangement Termination Date would occur on the eighteen (18) month anniversary of the closing of the split-off of the Company from Liberty Interactive, or May 4, 2018 (the “ Outside Date ”). Upon the Proxy Arrangement Termination Date, the Transaction Agreement and certain Subject Instruments (as defined in the Transaction Agreement), including the Malone Proxy and Diller Assignment (each as defined in the Transaction Agreement), would terminate.
On March 6, 2018, the Company, Liberty Interactive, Mr. Malone, Mrs. Malone and Mr. Diller entered into a letter agreement (the “ Letter Agreement ”), which amended the termination provisions of the Transaction Agreement to extend the Outside Date for an additional one year period. As a result, unless sooner terminated upon the occurrence of certain events or the taking of certain actions, in either case, as listed in the Transaction Agreement, as amended by the Letter Agreement, the Proxy Arrangement Termination Date will occur, and the Transaction Agreement together with certain Subject Instruments will terminate, on May 4, 2019.
The foregoing summary of the Transaction Agreement and the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Transaction Agreement, which was filed as Exhibit 10.9 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2016, and the Letter Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
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Description |
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10.1 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: March 6, 2018 |
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LIBERTY EXPEDIA HOLDINGS, INC. |
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By: |
/s/ Craig Troyer |
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Name: |
Craig Troyer |
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Title: |
Senior Vice President, Deputy General Counsel and Assistant Secretary |
Liberty Expedia Holdings, Inc.
12300 Liberty Boulevard
Englewood, CO 80112
Barry Diller
c/o Arrow Investments, Inc.
555 West 18th Street
New York, NY 10011
John C. Malone
c/o Liberty Media Corporation
12300 Liberty Boulevard
Englewood, CO 80112
Liberty Interactive Corporation
12300 Liberty Boulevard
Englewood, CO 80112
Attention: Richard N. Baer
Re: Extension of Transaction Agreement
March 6, 2018
Dear Sirs:
Reference is made to the Amended and Restated Transaction Agreement, dated as of September 22, 2016 (the “ Transaction Agreement ”), by and among Liberty Interactive Corporation (“ Liberty ”), Liberty Expedia Holdings, Inc. (“ Splitco ”), John C. Malone (“ Malone ”) and Leslie Malone (“ Mrs. Malone ,” and together with Malone, the “ Malone Group ”), and Mr. Barry Diller (“ Diller ”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Transaction Agreement.
1. Amendment to Transaction Agreement . The parties have determined to amend the term “Proxy Swap Termination Date,” as defined in the Transaction Agreement, by amending clause (i) of Section 15(b) of the Transaction Agreement to read in its entirety as follows:
“(i) May 4, 2019;”
The parties acknowledge and agree that the term “Proxy Swap Termination Date,” as so amended, will be applicable for each Transaction Instrument executed, entered into, filed or made effective in connection with the transactions contemplated by the Transaction Agreement.
2. Further Assurances . At any time or from time to time after the date hereof, the parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the intent of the parties hereunder.
3. Amendment and Waiver . This letter agreement may not be amended, modified, or waived except in a written instrument executed by the parties. The failure of any party to enforce any of the provisions of this letter agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this letter agreement in accordance with its terms.
4. Counterparts . This letter agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.
5. Transaction Agreement in Effect . Other then as specified in this letter agreement, the terms of the Transaction Agreement are unmodified and remain in full force and effect and will continue to govern the relationship among Liberty, Splitco, Diller and the Malone Group as to the other matters contained therein. This letter agreement, together with the Transaction Agreement shall constitute one and the same agreement.
If the foregoing is consistent with your understanding, please so indicate by your signature below, which will constitute the agreement of the parties hereto.
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LIBERTY EXPEDIA HOLDINGS, INC. |
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/s/ Craig Troyer |
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Name: |
Craig Troyer |
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Title: |
Senior Vice President, Deputy General Counsel and Assistant Secretary |
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Accepted and Agreed: |
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LIBERTY INTERACTIVE CORPORATION |
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By: |
/s/ Craig Troyer |
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Name: |
Craig Troyer |
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Title: |
Senior Vice President, Deputy General Counsel and Assistant Secretary |
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/s/ Barry Diller |
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Barry Diller |
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/s/ John C. Malone |
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John C. Malone |
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/s/ Leslie Malone |
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Leslie Malone |
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cc: |
Andrew J. Nussbaum |
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Wachtell Lipton Rosen & Katz |
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Steven D. Miller |
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Sherman & Howard LLC |
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