SEC Company Response from Expedia Group, Inc. (EXPE) (CIK 0001324424) (EXPE) — May 7, 2021
Expedia Group, Inc. (EXPE) (CIK 0001324424)
Date: May 7, 2021 · CIK: 0001324424 · Accession: 0001104659-21-062817
AI Filing Summary & Sentiment
Letter
Re: Expedia Group, Inc.
May 7, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-7010
Registration Statement on Form S-4
Filed May 7, 2021
Ladies and Gentlemen:
Reference is made to the above referenced Registration Statement on Form S-4, as may be amended from time to time (the “Registration Statement”), of Expedia Group, Inc., a Delaware corporation (the “Company”), and each of the subsidiaries of the Company listed in the Registration Statement as a registrant (collectively, including the Company, the “Registrants”), registering the offer to exchange (the “Exchange Offer”) an aggregate principal amount of up to (1) $500,000,000 of our 3.600% Senior Notes due 2023 (the “2023 exchange notes”) for an equal principal amount of our outstanding 3.600% Senior Notes due 2023 (the “old 2023 notes”), (2) $750,000,000 of our 4.625% Senior Notes due 2027 (the “2027 exchange notes”) for an equal principal amount of our outstanding 4.625% Senior Notes due 2027 (the “old 2027 notes”) and (3) $1,000,000,000 of our 2.950% Senior Notes due 2031 (the “2031 exchange notes” and together with the 2023 exchange notes and 2027 exchange notes, the “exchange notes”) for an equal principal amount of our outstanding 2.950% Senior Notes due 2031 (the “old 2031 notes” and together with the old 2023 notes and the old 2027 notes, the “old notes”). The Registrants are registering the Exchange Offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated in Exxon Capital Holdings Corporation (May 13, 1988), Morgan Stanley & Co. Incorporated (June 5, 1991) and Shearman & Sterling (July 2, 1993).
This will confirm that the Registrants have not entered into any arrangement or understanding with any person to distribute the exchange notes and, to the best of the Registrants’ information and belief without independent investigation, each person participating in the Exchange Offer is acquiring the exchange notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the exchange notes. In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that if the Exchange Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution of the exchange notes (1) could not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (May 13, 1988) or similar letters and (2) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with any sale or transfer of the exchange notes, unless the sale or transfer is made pursuant to an exemption from those requirements. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.
In addition, the Registrants will (i) make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds old notes acquired for its own account as a result of market making activities or other trading activities, and who receives exchange notes in exchange for such old notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes and (ii) include in the transmittal letter to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the following effect:
If the undersigned or any beneficial owner is a broker-dealer, the undersigned and such beneficial owner: (1) represents that it is participating in the Exchange Offer for its own account and is exchanging old notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that it has not entered into any arrangement or understanding with any person to distribute the exchange notes and (3) acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes; however, by so acknowledging and by delivering a prospectus, such broker dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. See Shearman & Sterling (July 2, 1993).
If you have any questions on the above-referenced Registration Statement, please contact Kathryn Gettles-Atwa (212-403-1142) of Wachtell, Lipton, Rosen & Katz, counsel to the Registrants.
Sincerely,
EXPEDIA GROUP, INC., a Delaware corporation
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CORRESP
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filename1.htm
May 7, 2021
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549-7010
Re:
Expedia Group, Inc.
Registration Statement on Form S-4
Filed May 7, 2021
Ladies and Gentlemen:
Reference is made to the above referenced Registration Statement on
Form S-4, as may be amended from time to time (the “Registration Statement”), of Expedia Group, Inc., a Delaware
corporation (the “Company”), and each of the subsidiaries of the Company listed in the Registration Statement as a
registrant (collectively, including the Company, the “Registrants”), registering the offer to exchange (the “Exchange
Offer”) an aggregate principal amount of up to (1) $500,000,000 of our 3.600% Senior Notes due 2023 (the “2023
exchange notes”) for an equal principal amount of our outstanding 3.600% Senior Notes due 2023 (the “old 2023 notes”),
(2) $750,000,000 of our 4.625% Senior Notes due 2027 (the “2027 exchange notes”) for an equal principal amount
of our outstanding 4.625% Senior Notes due 2027 (the “old 2027 notes”) and (3) $1,000,000,000 of our 2.950% Senior
Notes due 2031 (the “2031 exchange notes” and together with the 2023 exchange notes and 2027 exchange notes, the “exchange
notes”) for an equal principal amount of our outstanding 2.950% Senior Notes due 2031 (the “old 2031 notes”
and together with the old 2023 notes and the old 2027 notes, the “old notes”). The Registrants are registering the
Exchange Offer in reliance on the position of the staff of the Securities and Exchange Commission (the “Staff”) enunciated
in Exxon Capital Holdings Corporation (May 13, 1988), Morgan Stanley & Co. Incorporated (June 5, 1991) and Shearman &
Sterling (July 2, 1993).
This will confirm that the Registrants have not entered into any arrangement
or understanding with any person to distribute the exchange notes and, to the best of the Registrants’ information and belief without
independent investigation, each person participating in the Exchange Offer is acquiring the exchange notes in its ordinary course of business
and has no arrangement or understanding with any person to participate in the distribution of the exchange notes. In this regard, the
Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that if the Exchange
Offer is being registered for the purpose of secondary resales, any securityholder using the Exchange Offer to participate in a distribution
of the exchange notes (1) could not rely on the Staff position enunciated in Exxon Capital Holdings Corporation (May 13, 1988)
or similar letters and (2) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended
(the “Securities Act”), in connection with any sale or transfer of the exchange notes, unless the sale or transfer
is made pursuant to an exemption from those requirements. The Company acknowledges that such a secondary resale transaction should be
covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K.
In addition, the Registrants will (i) make each person participating
in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds old notes acquired for its own account
as a result of market making activities or other trading activities, and who receives exchange notes in exchange for such old notes pursuant
to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such exchange notes and (ii) include in the transmittal letter to be executed by an exchange offeree
in order to participate in the Exchange Offer a provision to the following effect:
If the undersigned or any beneficial owner is a broker-dealer, the
undersigned and such beneficial owner: (1) represents that it is participating in the Exchange Offer for its own account and is exchanging
old notes that were acquired by it as a result of market-making or other trading activities, (2) confirms that it has not entered
into any arrangement or understanding with any person to distribute the exchange notes and (3) acknowledges that it will deliver
a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes; however, by so acknowledging
and by delivering a prospectus, such broker dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities
Act. See Shearman & Sterling (July 2, 1993).
If you have any questions on the above-referenced Registration Statement,
please contact Kathryn Gettles-Atwa (212-403-1142) of Wachtell, Lipton, Rosen & Katz, counsel to the Registrants.
Sincerely,
EXPEDIA GROUP, INC., a Delaware corporation
By:
/s/ Robert J. Dzielak
Name: Robert J. Dzielak
Title: Chief Legal Officer and Secretary
cc:
Mark A. Stagliano, Wachtell, Lipton, Rosen & Katz
Kathryn Gettles-Atwa, Wachtell, Lipton, Rosen & Katz