On September 12, 2022, Expedia Group, Inc. (the “Company”) issued a press release
announcing the early tender results for its previously announced
tender offers (the “Tender
Offers”) to purchase for cash up to $500 million
aggregate principal amount of its 2.950% Senior Notes due 2031 (the
“Notes due 2031”)
and 3.25% Senior Notes due 2030 (the “Notes due 2030” and, together
with the Notes due 2031, the “Securities”), and also on
September 12, 2022, the Company issued a press release announcing
the pricing terms of the Tender Offers.
On or about September 13, 2022, the Company intends to accept
for purchase $500 million aggregate principal amount of the
Notes due 2031 and $0 aggregate principal amount of the Notes due
2030, in each case validly tendered and not validly withdrawn in
the applicable Tender Offer at or prior to 5:00 p.m., New York City
time, on September 9, 2022 (the “Early Tender Date”). Such
Securities are expected to be cancelled in connection with the
Tender Offers and will no longer be outstanding. As the aggregate
principal amount of Securities validly tendered and not validly
withdrawn prior to or at the Early Tender Date exceeded the
Aggregate Tender Cap (as defined in the offer to purchase, dated
August 26, 2022 (the “Offer to Purchase”)), there will
be no Final Settlement Date (as defined in the Offer to Purchase),
and no Securities tendered after the Early Tender Date will be
accepted for purchase. Further, because the Company intends to
accept for purchase an aggregate principal amount of Notes due 2031
equal to the Aggregate Tender Cap, no Notes due 2030 will be
accepted for purchase.
Copies of each of the press releases announcing the early tender
results and the pricing terms of the Tender Offers are attached
hereto as Exhibit 99.1 and 99.2, respectively, and are
incorporated herein by reference.
This report does not constitute an offer to sell or purchase or a
solicitation of an offer to purchase or sell any securities nor
will there be any sale of these securities in any state in which
such offer, solicitation or sale would be unlawful under the
securities laws of such state.
Forward-Looking Statements
This report, including Exhibit 99.1 and Exhibit 99.2, contains
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements reflect the views of the Company’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 the Company’s Annual Report on Form 10-K for the year ended
December 31, 2021, Part I, ITEM 1A, “Risk Factors,” as well as
those discussed in the Offer to Purchase. COVID-19, and the volatile regional and
global economic conditions stemming from it, and additional or
unforeseen effects from the COVID-19 pandemic, could also give rise
to or aggravate these risk factors, which in turn could materially
adversely affect our business, financial condition, liquidity,
results of operations (including revenues and profitability) and/or
stock price. Further, COVID-19 may also affect the Company’s
operating and financial results in a manner that is not presently
known to it or that it currently does not consider to present
significant risks to its operations. Other unknown or unpredictable
factors also could have a material adverse effect on the Company’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,”
“believes,” “could,” “estimates,” “expects,” “goal,” “intends,”
“likely,” “may,” “plans,” “potential,” “predicts,” “projected,”
“seeks,” “should” and “will,” or the negative of these terms or
other similar expressions, 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.
Accordingly, you should not place undue reliance on those
statements. The Company is not under any obligation to, and do not
intend to, publicly update or review any forward-looking statement
or other statement in this report, 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 these forward-looking statements will not be realized.
Please carefully review and consider the various disclosures made
in this report, the Offer to Purchase and in the Company’s reports
filed with the SEC that attempt to advise interested parties of the
risks and factors that may affect the Company’s business, prospects
and results of operations.