Expedia Group, Inc. Announces Pricing of Concurrent Private Offerings of Senior Notes and Convertible Senior Notes
Expedia Group, Inc. (“Expedia Group” or the “Company”) today announced that it has priced its private offering (the “Senior Notes Offering”) of $1 billion aggregate principal amount of unsecured 2.950% Senior Notes due 2031 (the "Senior Notes") and its private offering (the “Convertible Notes Offering”) of $900 million, which was increased from the previously announced offering size, aggregate principal amount of convertible unsecured 0% Senior Notes due 2026 (the “Convertible Notes”). The Senior Notes will be issued at a price of 99.081% of the aggregate principal amount. The Convertible Notes will be issued at a price of 100% of the aggregate principal amount, will not bear regular interest, and the principal amount of the notes will not accrete. The Senior Notes and Convertible Notes will be guaranteed by certain subsidiaries of Expedia Group. Expedia Group also granted the initial purchasers of the Convertible Notes an option to purchase up to an additional $100 million aggregate principal amount of the Convertible Notes in the Convertible Notes Offering.
The Convertible Notes will be convertible prior to the close of business on the business day immediately preceding November 15, 2025 only under certain circumstances and during certain periods, and irrespective of those circumstances, will be convertible on or after November 15, 2025 and prior to the close of business on the second scheduled trading day immediately preceding the maturity date. The conversion rate will initially be 3.9212 shares of common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $255.02 per share of common stock, which represents a premium of approximately 72.5% to the $147.84 per share closing price of Expedia Group common stock on February 16, 2021), subject to adjustment in certain circumstances. Upon conversion, the Convertible Notes may be settled, at Expedia Group’s election, in cash, shares of Expedia Group’s common stock or a combination of cash and shares of Expedia Group’s common stock. In addition, Expedia Group may redeem the Convertible Notes in certain circumstances and during specified periods.