Liberty Expedia Closes Private Offering of $400 Million of 1.0% Exchangeable Senior Debentures due 2047
ENGLEWOOD, Colo.--(BUSINESS WIRE)--
Liberty Expedia Holdings, Inc. (the "Company") (Nasdaq: LEXEA, LEXEB)
announced today that it has closed its previously announced private
offering of $400 million aggregate original principal amount of its 1.0%
exchangeable senior debentures due 2047 (the "debentures"), including
debentures with an aggregate original principal amount of $50 million
issued pursuant to the exercise of an option granted to the initial
Upon an exchange of debentures, the Company, at its option, may deliver
shares of Expedia, Inc. ("Expedia") common stock, cash or a combination
of Expedia common stock and cash. Initially, 5.1566 shares of Expedia
common stock are attributable to each $1,000 original principal amount
of the debentures, representing an initial exchange price of
approximately $193.93 for each share of Expedia common stock. A total of
approximately 2.1 million shares of Expedia common stock are
attributable to the debentures. Interest is payable quarterly on March
31, June 30, September 30 and December 31 of each year, commencing
September 30, 2017. The debentures may be redeemed by the Company, in
whole or in part, on or after July 5, 2022. Holders of the debentures
also have the right to require the Company to purchase their debentures
on July 5, 2022. The redemption and purchase price will generally equal
100% of the adjusted principal amount of the debentures plus accrued and
unpaid interest, plus any final period distribution.
The Company expects to use the net proceeds from the offering to pay
down outstanding borrowings of $350 million under a margin loan facility
entered into by the Company's wholly owned special purpose subsidiary.
The Company expects to use the remaining proceeds for general corporate
purposes, including to pay interest on the debentures.
The debentures have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities laws
and, unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable state securities laws. The debentures were offered by means
of an offering memorandum solely to "Qualified Institutional Buyers"
pursuant to, and as that term is defined in, Rule 144A of the Securities
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the debentures nor shall there be any
sale of debentures in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of such state.
This press release includes certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995,
including statements relating to the offering of debentures and the use
of proceeds therefrom. These forward-looking statements involve many
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements,
including, without limitation, general market conditions. These
forward-looking statements speak only as of the date of this press
release, and the Company expressly disclaims any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in the
Company's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based. Please
refer to the publicly filed documents of the Company, including its most
recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, for
risks and uncertainties related to the Company's business which may
affect the statements made in this press release.
About Liberty Expedia Holdings, Inc.
Liberty Expedia Holdings' (Nasdaq: LEXEA, LEXEB) principal assets
consist of its interest in Expedia, Inc. and its subsidiary Vitalize,
LLC (formerly referred to as Bodybuilding.com). Expedia is an online
travel company, empowering business and leisure travelers with the tools
and information they need to efficiently research, plan, book and
experience travel. Vitalize is a holding company engaged in health,
fitness, and media-related business segments. Vitalize currently has
three wholly-owned operating subsidiaries: Bodybuilding, WeMotivate, and
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Liberty Expedia Holdings, Inc.
Courtnee Chun, 720-875-5420
Source: Liberty Expedia Holdings, Inc.
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