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) September 30, 2016

 

 

EXPEDIA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-37429   20-2705720

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

333 108 th Avenue NE

Bellevue, Washington 98004

(Address of principal executive offices) (Zip code)

(425) 679-7200

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address if changed since last report)

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement

On September 30, 2016, Expedia, Inc., a Delaware corporation (the “Company”) and its applicable subsidiaries entered into a Ninth Supplemental Indenture (the “Supplemental Indenture”) to the Indenture, dated as of August 5, 2010 (as amended, supplemented or otherwise modified from time to time, the “Indenture”), among the Company, the subsidiary guarantors party thereto from time to time and The Bank of New York Mellon Trust Company, N.A., as trustee, pursuant to which the Company issued 5.95% Senior Notes due 2020. The Supplemental Indenture amended the terms of the Indenture so as to conform the definition of “Permitted Holders” contained in the Indenture to the definition employed in the indentures governing the Company’s 4.500% Senior Notes due 2024, 2.500% Senior Notes due 2022 and 5.000% Senior Notes due 2026, including by specifying that “Permitted Holders” include certain entities succeeding to the interest of Liberty Interactive Corporation in the Company.

The foregoing description of the Supplemental Indenture is not complete and is qualified in its entirety by reference to the actual Supplemental Indenture, which is attached to this report as Exhibit 4.1 and is incorporated herein by reference.

Item 8.01. Other Events

On October 3, 2016, the Company issued a press release announcing the expiration and results of its previously announced consent solicitation. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit

No.

  

Description

4.1    Ninth Supplemental Indenture, dated as of September 30, 2016, among Expedia, Inc., a Delaware corporation, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
99.1    Press Release issued by Expedia, Inc., a Delaware corporation, on October 3, 2016.


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

EXPEDIA, INC.

By:

  /s/ Robert J. Dzielak
  Robert J. Dzielak
  Executive Vice President, General Counsel & Secretary

Dated: October 3, 2016


EXHIBIT INDEX

 

Exhibit

No.

  

Description

4.1    Ninth Supplemental Indenture, dated as of September 30, 2016, among Expedia, Inc., a Delaware corporation, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
99.1    Press Release issued by Expedia, Inc., a Delaware corporation, on October 3, 2016.

Exhibit 4.1

NINTH SUPPLEMENTAL INDENTURE

This NINTH SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”) is executed as of September 30, 2016 among Expedia, Inc., a Delaware corporation (the “ Company ”), the Subsidiary Guarantors party hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “ Trustee ”).

WITNESSETH

WHEREAS, the Company and the Subsidiary Guarantors party thereto have entered into that certain Indenture, dated as of August 5, 2010 (as amended, supplemented or otherwise modified prior to the date hereof, the “ Indenture ”) with the Trustee pursuant to which the Company has issued, and the Trustee acts as trustee for the holders of, the Company’s 5.95% Senior Notes due 2020 (the “ Notes ”);

WHEREAS, Section 9.2 of the Indenture provides that the Company, the Subsidiary Guarantors and the Trustee may amend the Indenture (other than certain provisions enumerated in Section 9.2 of the Indenture, none of which provisions are implicated hereby) without notice to any Noteholder (as defined in the Indenture), but with the written consent of the Holders (as defined in the Indenture) of at least a majority in principal amount of the Notes then outstanding;

WHEREAS, the Company solicited, and has received, consents upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated as of September 22, 2016 (the “ Consent Solicitation Statement ”) and the related Letter of Consent (as defined in the Consent Solicitation Statement) from Holders representing at least a majority in principal amount of the outstanding Notes (the “Consenting Holders”);

WHEREAS, it is provided in Section 9.4 of the Indenture that a consent to an amendment, supplement or waiver by a Holder of a Note shall bind the Holder and every subsequent Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver is not made on the Note;

WHEREAS it is further provided in Section 9.4 of the Indenture that, after an amendment or waiver becomes effective with respect to the Notes, it shall bind every Noteholder;

WHEREAS the Company and the Subsidiary Guarantors desire to execute this Supplemental Indenture embodying the modifications of the Indenture approved as aforesaid and have requested that the Trustee execute this Supplemental Indenture pursuant to Section 9.6 of the Indenture; and

WHEREAS, all acts and requirements necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company and the Subsidiary Guarantors have been done.


AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the agreements set forth herein and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Section 1. DEFINITIONS. All capitalized terms used in this Supplemental Indenture not defined herein shall have the same meanings ascribed to them in the Indenture.

Section 2. AMENDMENTS. Subject to Section 3 below, Section 1.1 of the Indenture is hereby amended as follows:

(a) The definition of “Permitted Holders” is hereby amended and restated in its entirety as follows:

“Permitted Holders” means Barry Diller, Liberty Interactive Corporation, any Liberty Successor and their respective affiliates and any group (as such term is used in Section 13(d) and 14(d) of the Exchange Act) with respect to which any such Persons collectively exercise a majority of the voting power.

(b) The following definition shall be added to Section 1.01 of the Indenture and placed in appropriate alphabetical order:

“Liberty Successor” means any Person spun or otherwise separated out of Liberty Interactive Corporation (or any subsidiary thereof); provided no Person who is not a Permitted Holder is the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of such Person.

Section 3. EFFECTIVENESS. This Supplemental Indenture shall become effective upon execution by all parties hereto.

Section 4. REVERSAL. If the Company, or another Person acting on behalf of the Company, does not pay the Consent Fee (as defined in the Consent Solicitation Statement) to Paying Agent (as defined in the Consent Solicitation Statement) for the benefit of the Consenting Holders within 10 Business Days after the date of this Supplemental Indenture, the amendments set forth in Section 2 hereof shall cease to be operative and shall have no further force or effect.

Section 5. GOVERNING LAW. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 6. MISCELLANEOUS. This Supplemental Indenture may be executed in various counterparts which together will constitute one and the same document. This Supplemental Indenture is an amendment supplemental to the Indenture and this Supplemental Indenture will henceforth be read together with the Indenture.

 

2


Section 7. TRUSTEE. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Subsidiary Guarantors and not of the Trustee.

[Remainder of page intentionally left blank]

 

3


IN WITNESS WHEREOF, the parties hereto have duly executed this Supplemental Indenture as of the day and year first above written.

 

EXPEDIA, INC., a Delaware corporation,

as Issuer,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

EXPEDIA, INC., a Washington corporation,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

TRAVELSCAPE, LLC,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

HOTWIRE, INC.,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President of

Operations


HOTELS.COM, L.P.,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

EXPEDIA, INC., a Washington corporation,

on behalf of HOTELS.COM GP, LLC,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

HRN 99 HOLDINGS, LLC,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:   Manager

EGENCIA LLC,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

EAN.COM, LP,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer


INTERACTIVE AFFILIATE NETWORK, LLC,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

CLASSIC VACATIONS, LLC,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

WWTE, INC.,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

CARRENTALS.COM, INC.,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer


CRUISE, LLC,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer


ORBITZ WORLDWIDE, INC.,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

NEAT GROUP CORPORATION,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

O HOLDINGS INC.,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

ORBITZ FINANCIAL CORP.,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer


ORBITZ FOR BUSINESS, INC.,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

ORBITZ, INC.,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

TRIP NETWORK, INC.,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

OWW FULFILLMENT SERVICES, INC.,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer


ORBITZ, LLC,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

ORBITZ WORLDWIDE, LLC,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

ORBITZ AWAY LLC,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

ORBITZ TRAVEL INSURANCE

SERVICES, LLC,

as Subsidiary Guarantor,

by    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer


HOMEAWAY SOFTWARE, INC.,

as Subsidiary Guarantor,

By    
  /s/ Robert J. Dzielak
  Name:   Robert J. Dzielak
  Title:   Executive Vice President

HOMEAWAY.COM, INC.,

as Subsidiary Guarantor,

By    
  /s/ Robert J. Dzielak
  Name:   Robert J. Dzielak
  Title:   Executive Vice President

BEDANDBREAKFAST.COM, INC.,

as Subsidiary Guarantor,

By    
  /s/ Robert J. Dzielak
  Name:   Robert J. Dzielak
  Title:   Executive Vice President

HOMEAWAY HOLDINGS, INC.,

as Subsidiary Guarantor,

By    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer


EXPEDIA LX PARTNER BUSINESS, INC.

as Subsidiary Guarantor,

By    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer

EXP GLOBAL HOLDINGS, INC.,

as Subsidiary Guarantor,

By    
  /s/ Mark D. Okerstrom
  Name:   Mark D. Okerstrom
  Title:  

Executive Vice President,

Operations and Chief

Financial Officer


THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A., as Trustee

      by    
  /s/ Valerie Boyd
  Name:   Valerie Boyd
  Title:   Vice President

Exhibit 99.1

 

LOGO

Expedia, Inc. Announces Completion of Consent Solicitation to Amend Its 5.95% Senior Notes Due 2020

BELLEVUE, Washington – October 3, 2016 – Today, Expedia, Inc. (“Expedia” or the “Company”) announced the expiration and final results of its previously announced solicitation (the “Solicitation”) of consents to a proposed amendment (the “Proposed Amendment”) to the indenture (the “Indenture”) governing its 5.95% Senior Notes due 2020 (the “Notes”). As of 5:00 P.M., New York City time, on September 30, 2016 (the “Expiration Date”), Expedia had received consents from the holders of more than a majority of the aggregate principal amount of Notes then outstanding. Subject to the terms and conditions set forth in the Consent Solicitation Statement, dated September 22, 2016 (the “Statement”), Expedia will pay to the paying agent for the benefit of eligible holders of Notes who validly delivered and did not validly revoke their consents on or prior to the Expiration Date, a cash payment equal to $2.50 per $1,000 aggregate principal amount of Notes consented (the “Consent Fee”).

The purpose of the Proposed Amendment is to conform the definition of “Permitted Holders” contained in the Indenture to the definition employed in the indentures governing Expedia’s 4.500% Senior Notes due 2024, 2.500% Senior Notes due 2022 and 5.000% Senior Notes due 2026, including by specifying that “Permitted Holders” include certain entities succeeding to the interest of Liberty Interactive Corporation in Expedia.

Expedia, the subsidiary guarantors party thereto, and The Bank of New York Mellon Trust Company, N.A., as trustee, have entered into a supplemental indenture (the “Supplemental Indenture”) to the Indenture to give effect to the Proposed Amendment. Furthermore, the Proposed Amendment will cease to be operative if Expedia does not pay the Consent Fee to the paying agent for the benefit of eligible holders of Notes who validly delivered and did not validly revoke their consents on or prior to the Expiration Date within 10 business days following the effectiveness of the Supplemental Indenture.

J.P. Morgan Securities LLC was solicitation agent for the Solicitation and D.F. King & Co., Inc. was information agent and paying agent for the Solicitation.

This announcement is for information purposes only and is neither an offer to sell nor a solicitation of consents or an offer to buy or sell any security.


About Expedia, Inc.

Expedia, Inc. (NASDAQ: EXPE) is the world’s largest online travel company, with an extensive brand portfolio that includes leading online travel brands, such as:

 

    Expedia.com ® , a leading full service online travel company with localized sites in 33 countries

 

    Hotels.com ® , a preeminent global lodging expert operating in more than 65 countries and 35 languages with its award winning Hotels.com ® Rewards loyalty program

 

    Orbitz Worldwide, including leading U.S. travel websites Orbitz.com and CheapTickets.com, as well as ebookers, a full service travel brand with websites in seven European countries

 

    Expedia ® Affiliate Network (EAN), a global B2B business that powers the hotel business of leading airlines, top consumer brands, online travel agencies and thousands of other partners through its API and template solutions

 

    trivago ® , a leading online hotel search with sites in 55 countries worldwide

 

    HomeAway ® , a global online marketplace for the vacation rental industry, which also includes the VRBO, VacationRentals.com and BedandBreakfast.com brands, among others

 

    Egencia ® , a leading corporate travel management company

 

    Travelocity ® , a leading online travel brand in the U.S. and Canada delivering customer service when and where our customers need it with the Customer 1st Guarantee

 

    Hotwire ® , inspiring spontaneous travel through Hot Rate ® deals

 

    Expedia ® Media Solutions, the advertising sales division of Expedia, Inc. that builds media partnerships and enables brand advertisers to target a highly-qualified audience of travel consumers

 

    Wotif Group, a leading portfolio of travel brands including Wotif.com ® , Wotif.co.nz, lastminute.com.au ® , lastminute.co.nz and travel.com.au ®

 

    Classic Vacations ® , a top luxury travel specialist

 

    CarRentals.com , a premier online car rental booking company with localized sites in 13 countries

 

    Expedia Local Expert ® , a provider of online and in-market concierge services, activities, experiences and ground transportation in hundreds of destinations worldwide

 

    Venere.com™, an online hotel reservation specialist in Europe

 

    Expedia ® CruiseShipCenters ® , a provider of exceptional value and expert advice for travelers booking cruises and vacations through its network of over 220 retail travel agency franchises across North America

Trademarks and logos are the property of their respective owners.  © 2016 Expedia, Inc. All rights reserved. CST: 2029030-50

# # #

Forward-Looking Statements . Certain statements in this Press Release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect the views of Expedia’s management regarding current expectations and projections about future events and are based on currently available information. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, but not limited to, those discussed in Expedia’s Annual Report on Form 10-K for the year ended December 31, 2015 and subsequent Quarterly Reports on Form 10-Q. Other unknown or unpredictable factors also could have a material adverse effect on Expedia’s business, financial condition and results of operations. Accordingly, readers should not place undue reliance on these forward-looking statements. The use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans” and “believes,” among others, generally identify forward-looking statements; however, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.


These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Press Release, and Expedia is not under any obligation and do not intend to publicly update or review any of these forward-looking statements, whether as a result of new information, future events or otherwise, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Please carefully review and consider the various disclosures made in this Press Release and in Expedia’s reports filed with the U.S. Securities and Exchange Commission that attempt to advise interested parties of the risks and factors that may affect Expedia’s business, prospects and results of operations.

Contacts:

Investor Relations

(425) 679-3759

ir@expedia.com

Communications

(425) 679-4317

press@expedia.com