|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
4700
(Primary Standard Industrial Classification Code Number) |
| |
20-2705720
(IRS Employer Identification Number) |
|
|
Large accelerated filer
☒
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☐
|
| |
Smaller reporting company
☐
|
|
| | | |
Emerging growth company
☐
|
|
| | ||||||||||||||||||||||||||||
Title of Each Class of
Securities to be Registered |
| | |
Amount
to be Registered |
| | |
Proposed
Maximum Offering Price per Unit |
| | |
Proposed
Maximum Aggregate Offering Price |
| | |
Amount of
Registration Fee(1) |
| ||||||||||||
3.600% Senior Notes due 2023
|
| | | | $ | 500,000,000 | | | | | | | 100% | | | | | | $ | 500,000,000 | | | | | | $ | 54,550 | | |
Guarantees of the 3.600% Senior Notes due 2023(2)
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | |
|
(3)
|
| |
4.625% Senior Notes due 2027
|
| | | | $ | 750,000,000 | | | | | | | 100% | | | | | | $ | 750,000,000 | | | | | | $ | 81,825 | | |
Guarantees of the 4.625% Senior Notes due 2027(2)
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | |
|
(3)
|
| |
2.950% Senior Notes due 2031
|
| | | | $ | 1,000,000,000 | | | | | | | 100% | | | | | | $ | 1,000,000,000 | | | | | | $ | 109,100 | | |
Guarantees of the 2.950% Senior Notes due 2031(2)
|
| | | | | — | | | | | | | — | | | | | | | — | | | | | |
|
(3)
|
| |
Exact Name of Registrant
as Specified in its Charter |
| |
State or Other
Jurisdiction of Incorporation or Organization |
| |
Primary
Standard Industrial Classification Code Number |
| |
I.R.S.
Employer Identification No. |
| |||||||||
BedandBreakfast.com, Inc.
|
| | | | CO | | | | | | 4700 | | | | | | 45-0489609 | | |
CarRentals.com, Inc.
|
| | | | NV | | | | | | 4700 | | | | | | 35-2519390 | | |
Cruise, LLC
|
| | | | WA | | | | | | 4700 | | | | | | 47-3225083 | | |
EAN.com, LP
|
| | | | DE | | | | | | 4700 | | | | | | 42-1612329 | | |
Egencia LLC
|
| | | | NV | | | | | | 4700 | | | | | | 02-0629848 | | |
Expedia Group Commerce, Inc.
|
| | | | DE | | | | | | 4700 | | | | | | 35-2650158 | | |
Expedia, Inc.
|
| | | | WA | | | | | | 4700 | | | | | | 91-1996083 | | |
Expedia LX Partner Business, Inc.
|
| | | | DE | | | | | | 4700 | | | | | | 81-0854713 | | |
Higher Power Nutrition Common Holdings, LLC
|
| | | | DE | | | | | | 4700 | | | | | | 20-5112832 | | |
HomeAway Software, Inc.
|
| | | | DE | | | | | | 4700 | | | | | | 27-3481581 | | |
HomeAway.com, Inc.
|
| | | | DE | | | | | | 4700 | | | | | | 20-2208029 | | |
Hotels.com GP, LLC
|
| | | | TX | | | | | | 4700 | | | | | | 75-2942059 | | |
Hotels.com, L.P.
|
| | | | TX | | | | | | 4700 | | | | | | 75-2942061 | | |
Hotwire, Inc.
|
| | | | DE | | | | | | 4700 | | | | | | 74-2938016 | | |
HRN 99 Holdings, LLC
|
| | | | NY | | | | | | 4700 | | | | | | 13-4179783 | | |
Interactive Affiliate Network, LLC
|
| | | | DE | | | | | | 4700 | | | | | | 42-1612328 | | |
LEMS I LLC
|
| | | | DE | | | | | | 4700 | | | | | | 84-2926169 | | |
LEXE Marginco, LLC
|
| | | | DE | | | | | | 4700 | | | | | | 00-0000000 | | |
LEXEB, LLC
|
| | | | DE | | | | | | 4700 | | | | | | 00-0000000 | | |
Liberty Protein, Inc.
|
| | | | DE | | | | | | 4700 | | | | | | 26-1632511 | | |
Neat Group Corporation
|
| | | | DE | | | | | | 4700 | | | | | | 01-0774064 | | |
O Holdings Inc.
|
| | | | DE | | | | | | 4700 | | | | | | 61-1463518 | | |
Orbitz Financial Corp.
|
| | | | DE | | | | | | 4700 | | | | | | 26-2353363 | | |
Orbitz for Business, Inc.
|
| | | | DE | | | | | | 4700 | | | | | | 20-5280097 | | |
Orbitz, Inc.
|
| | | | DE | | | | | | 4700 | | | | | | 52-2237052 | | |
Orbitz, LLC
|
| | | | DE | | | | | | 4700 | | | | | | 36-4349713 | | |
Orbitz Travel Insurance Services, LLC
|
| | | | DE | | | | | | 4700 | | | | | | 30-0452979 | | |
Orbitz Worldwide, Inc.
|
| | | | DE | | | | | | 4700 | | | | | | 20-5337455 | | |
Orbitz Worldwide, LLC
|
| | | | DE | | | | | | 4700 | | | | | | 26-0331198 | | |
OWW Fulfillment Services, Inc.
|
| | | | TN | | | | | | 4700 | | | | | | 62-1149420 | | |
Travelscape, LLC
|
| | | | NV | | | | | | 4700 | | | | | | 88-0392667 | | |
Trip Network, Inc.
|
| | | | DE | | | | | | 4700 | | | | | | 22-3768144 | | |
VRBO Holdings, Inc.
|
| | | | DE | | | | | | 4700 | | | | | | 81-1215345 | | |
WWTE, Inc.
|
| | | | NV | | | | | | 4700 | | | | | | 20-3014378 | | |
| | | | | i | | | |
| | | | | ii | | | |
| | | | | ii | | | |
| | | | | 1 | | | |
| | | | | 3 | | | |
| | | | | 7 | | | |
| | | | | 11 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 42 | | | |
| | | | | 45 | | | |
| | | | | 54 | | | |
| | | | | 56 | | | |
| | | | | 57 | | | |
| | | | | 58 | | |
Moody’s Rating*
|
| |
Percentage
|
| |||
Ba1
|
| | | | 0.25% | | |
Ba2
|
| | | | 0.50% | | |
Ba3
|
| | | | 0.75% | | |
B1 or below
|
| | | | 1.00% | | |
S&P Rating
|
| |
Percentage
|
| |||
BB+
|
| | | | 0.25% | | |
BB
|
| | | | 0.50% | | |
BB-
|
| | | | 0.75% | | |
B+ or below
|
| | | | 1.00% | | |
|
New Notes
|
| |
Old Notes
|
|
|
$500,000,000 3.600% Senior Notes due 2023 (CUSIP: 30212PBJ3)
|
| |
$500,000,000 3.600% Senior Notes due 2023
(CUSIP: 30212PAZ8 and U3010DAK6) |
|
|
$750,000,000 4.625% Senior Notes due 2027 (CUSIP: 30212PBK0)
|
| |
$750,000,000 4.625% Senior Notes due 2027
(CUSIP: 30212PBB0 and U3010DAL4) |
|
|
$1,000,000,000 2.950% Senior Notes due 2031 (CUSIP: 30212PBH7)
|
| |
$1,000,000,000 2.950% Senior Notes due 2031 (CUSIP: 30212PBF1, 30212PBF1 and U3010DAM2)
|
|
| | | | EXPEDIA GROUP, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Peter M. Kern
Peter M. Kern
|
| |
Chief Executive Officer, Vice Chairman and Director
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President, Chief Accounting Officer and Controller
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Barry Diller
Barry Diller
|
| |
Chairman of the Board, Senior Executive and Director
|
| |
May 7, 2021
|
|
|
/s/ Samuel Altman
Samuel Altman
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Beverly Anderson
Beverly Anderson
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Susan C. Athey
Susan C. Athey
|
| |
Director
|
| |
May 7, 2021
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Chelsea Clinton
Chelsea Clinton
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Jon T. Gieselman
Jon T. Gieselman
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Craig A. Jacobson
Craig A. Jacobson
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Dara Khosrowshahi
Dara Khosrowshahi
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Greg Mondre
Greg Mondre
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Patricia Menendez Cambo
Patricia Menendez Cambo
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ David Sambur
David Sambur
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Alexander von Furstenberg
Alexander von Furstenberg
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Julie Whalen
Julie Whalen
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | EXPEDIA, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Peter M. Kern
Peter M. Kern
|
| |
Chief Executive Officer and Director
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer and Director
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | EAN.COM, LP | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Peter M. Kern
Peter M. Kern
|
| |
Chief Executive Officer
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
| | | |
HOTELS.COM GP, LLC,
its Sole General Partner |
| |
May 7, 2021
|
|
| | | |
By:
/s/ Eric M. Hart
Name:
Eric M. Hart
Title:
Manager
|
| | ||
| | | |
By:
/s/ Robert J. Dzielak
Name:
Robert J. Dzielak
Title:
Manager
|
| | | |
| | | |
By:
/s/ Michael S. Marron
Name:
Michael S. Marron
Title:
Manager
|
| | | |
| | | | EGENCIA LLC | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Peter M. Kern
Peter M. Kern
|
| |
Chief Executive Officer and Manager
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer and Manager
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Manager
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Manager
|
| |
May 7, 2021
|
|
| | | | HOTELS.COM, L.P. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer & Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Peter M. Kern
Peter M. Kern
|
| |
Chief Executive Officer
(Principal Executive Officer) |
| | May 7, 2021 | |
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| | May 7, 2021 | |
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| | May 7, 2021 | |
| | | |
HOTELS.COM GP, LLC,
its Sole General Partner |
| | ||
| | | |
By:
/s/ Eric M. Hart
Name:
Eric M. Hart
Title:
Manager
|
| |
May 7, 2021
|
|
| | | |
By:
/s/ Robert J. Dzielak
Name:
Robert J. Dzielak
Title:
Manager
|
| | ||
| | | |
By:
/s/ Michael S. Marron
Name:
Michael S. Marron
Title:
Manager
|
| |
| | | | HOTELS.COM GP, LLC | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Manager
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Manager
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Manager
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Manager
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
| | | | HOTWIRE, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Peter M. Kern
Peter M. Kern
|
| |
Chief Executive Officer
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | HRN 99 HOLDINGS, LLC | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Manager
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Manager
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Manager
(Principal Financial Officer and Principal Accounting Officer) |
| |
May 7, 2021
|
|
| | | | INTERACTIVE AFFILIATE NETWORK, LLC | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John T. Moodey
John T. Moodey
|
| |
President
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Manager
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Manager
|
| |
May 7, 2021
|
|
| | | | TRAVELSCAPE, LLC | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Peter M. Kern
Peter M. Kern
|
| |
Chief Executive Officer and Manager
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer and Manager
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Manager
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Manager
|
| |
May 7, 2021
|
|
| | | | CRUISE, LLC | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John T. Moodey
John T. Moodey
|
| |
President
(Principal Executive Officer) |
| | May 7, 2021 | |
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| | May 7, 2021 | |
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| | May 7, 2021 | |
| | | |
EXPEDIA, INC.,
its Sole Member |
| | May 7, 2021 | |
| | | |
By:
/s/ Robert J. Dzielak
Name:
Robert J. Dzielak
Title:
Chief Legal Officer and Secretary
|
| |
| | | | CARRENTALS.COM, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Peter M. Kern
Peter M. Kern
|
| |
Chief Executive Officer
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | WWTE, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Chief Legal Officer,
Secretary and Director (Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | BEDANDBREAKFAST.COM, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Jeff Hurst
Jeff Hurst
|
| |
President
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Patrick Thompson
Patrick Thompson
|
| |
Chief Financial Officer and Secretary
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | EXPEDIA LX PARTNER BUSINESS, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Chief Legal Officer, Secretary, and Director
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | VRBO HOLDINGS, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Jeff Hurst
Jeff Hurst
|
| |
President
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Patrick Thompson
Patrick Thompson
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | HOMEAWAY SOFTWARE, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Jeff Hurst
Jeff Hurst
|
| |
President
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Patrick Thompson
Patrick Thompson
|
| |
Chief Financial Officer and Secretary
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | HOMEAWAY.COM, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Jeff Hurst
Jeff Hurst
|
| |
President
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Patrick Thompson
Patrick Thompson
|
| |
Chief Financial Officer, Secretary and Director
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Peter M. Kern
Peter M. Kern
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | NEAT GROUP CORPORATION | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John T. Moodey
John T. Moodey
|
| |
President
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | O HOLDINGS INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John T. Moodey
John T. Moodey
|
| |
President
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | ORBITZ FINANCIAL CORP. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John T. Moodey
John T. Moodey
|
| |
President
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | ORBITZ FOR BUSINESS, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Peter M. Kern
Peter M. Kern
|
| |
Chief Executive Officer
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | ORBITZ, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John T. Moodey
John T. Moodey
|
| |
President
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | ORBITZ, LLC | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Peter M. Kern
Peter M. Kern
|
| |
Chief Executive Officer
(Principal Executive Officer) |
| | May 7, 2021 | |
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| | May 7, 2021 | |
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| | May 7, 2021 | |
| | | |
ORBITZ, INC.,
its Sole Member |
| | May 7, 2021 | |
| | | |
By:
/s/ Robert J. Dzielak
Name:
Robert J. Dzielak
Title:
Chief Legal Officer and Secretary
|
| |
| | | | ORBITZ TRAVEL INSURANCE SERVICES, LLC | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John T. Moodey
John T. Moodey
|
| |
President
(Principal Executive Officer) |
| | May 7, 2021 | |
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| | May 7, 2021 | |
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| | May 7, 2021 | |
| | | |
ORBITZ, INC.,
its Sole Member |
| | May 7, 2021 | |
| | | |
By:
/s/ Robert J. Dzielak
Name:
Robert J. Dzielak
Title:
Chief Legal Officer and Secretary
|
| |
| | | | ORBITZ WORLDWIDE, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John T. Moodey
John T. Moodey
|
| |
President
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | ORBITZ WORLDWIDE, LLC | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John T. Moodey
John T. Moodey
|
| |
President
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Manager
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Manager
|
| |
May 7, 2021
|
|
| | | | OWW FULFILLMENT SERVICES, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John T. Moodey
John T. Moodey
|
| |
President
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | TRIP NETWORK, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John T. Moodey
John T. Moodey
|
| |
President
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | EXPEDIA GROUP COMMERCE, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John T. Moodey
John T. Moodey
|
| |
President
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Director
|
| |
May 7, 2021
|
|
|
/s/ Michael Marron
Michael Marron
|
| |
Director
|
| |
May 7, 2021
|
|
| | | | HIGHER POWER NUTRITION COMMON HOLDINGS, LLC | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ John T. Moodey
John T. Moodey
|
| |
President
(Principal Executive Officer) |
| | May 7, 2021 | |
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| | May 7, 2021 | |
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| | May 7, 2021 | |
| | | |
LIBERTY PROTEIN, INC.,
its Sole Member |
| | May 7, 2021 | |
| | | |
By:
/s/ Robert J. Dzielak
Name:
Robert J. Dzielak
Title:
Chief Legal Officer and Secretary
|
| |
| | | | LEMS I LLC | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Chief Legal Officer and Secretary
(Principal Executive Officer) |
| | May 7, 2021 | |
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| | May 7, 2021 | |
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| | May 7, 2021 | |
| | | |
EXPEDIA GROUP, INC.,
its Sole Member |
| | May 7, 2021 | |
| | | |
By:
/s/ Robert J. Dzielak
Name:
Robert J. Dzielak
Title:
Chief Legal Officer and Secretary
|
| |
| | | | LEXE MARGINCO, LLC | |
| | | |
By:
LEMS I LLC,
its Sole Member
|
|
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Chief Legal Officer and Secretary of LEMS I LLC
(Principal Executive Officer) |
| | May 7, 2021 | |
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer of LEMS I LLC
(Principal Financial Officer) |
| | May 7, 2021 | |
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer of LEMS I LLC
(Principal Accounting Officer) |
| | May 7, 2021 | |
| | | |
LEMS I LLC,
its Sole Member |
| | May 7, 2021 | |
| | | |
By:
/s/ Robert J. Dzielak
Name:
Robert J. Dzielak
Title:
Chief Legal Officer and Secretary
|
| |
| | | | LEXEB, LLC | |
| | | |
By:
LEMS I LLC,
its Sole Member
|
|
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Chief Legal Officer and Secretary of LEMS I LLC
(Principal Executive Officer) |
| | May 7, 2021 | |
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer of LEMS I LLC
(Principal Financial Officer) |
| | May 7, 2021 | |
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer of LEMS I LLC
(Principal Accounting Officer) |
| | May 7, 2021 | |
| | | |
LEMS I LLC,
its Sole Member |
| | May 7, 2021 | |
| | | |
By:
/s/ Robert J. Dzielak
Name:
Robert J. Dzielak
Title:
Chief Legal Officer and Secretary
|
| |
| | | | LIBERTY PROTEIN, INC. | |
| | | |
By:
/s/ Robert J. Dzielak
|
|
| | | |
Name:
Robert J. Dzielak
|
|
| | | |
Title:
Chief Legal Officer and Secretary
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert J. Dzielak
Robert J. Dzielak
|
| |
Chief Legal Officer, Secretary and Director
(Principal Executive Officer) |
| |
May 7, 2021
|
|
|
/s/ Eric M. Hart
Eric M. Hart
|
| |
Chief Financial Officer
(Principal Financial Officer) |
| |
May 7, 2021
|
|
|
/s/ Lance A. Soliday
Lance A. Soliday
|
| |
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer) |
| |
May 7, 2021
|
|
|
/s/ Michael S. Marron
Michael S. Marron
|
| |
Director
|
| |
May 7, 2021
|
|
Exhibit 5.1
[Letterhead of Wachtell, Lipton, Rosen & Katz]
May 7, 2021
Expedia Group, Inc.
1111 Expedia Group Way W.
Seattle, WA 98119
Re: Expedia Group, Inc. Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to Expedia Group, Inc., a Delaware corporation (the “Company”), in connection with the registration, pursuant to a registration statement on Form S-4 (the “Registration Statement”), initially filed by the Company and each of the Company’s subsidiaries listed in the Registration Statement (the “Subsidiary Guarantors”) with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Act of 1933, as amended (the “Act”), on May 7, 2021 relating to the proposed offer by the Company and the Subsidiary Guarantors to exchange (the “Exchange Offer”) an aggregate principal amount of up to (1) $500,000,000 of the Company’s outstanding 3.600% Senior Notes due 2023 (the “Old 2023 Notes”) and the related guarantees thereof (the “Old 2023 Guarantees”) for an equal principal amount of the Company’s registered 3.600% Senior Notes due 2023 (the “2023 Exchange Notes”) and the related guarantees thereof (the “2023 Exchange Guarantees”), (2) $750,000,000 of the Company’s outstanding 4.625% Senior Notes due 2027 (the “Old 2027 Notes”) and the related guarantees thereof (the “Old 2027 Guarantees”) for an equal principal amount of the Company’s registered 4.625% Senior Notes due 2027 (the “2027 Exchange Notes”) and the related guarantees thereof (the “2027 Exchange Guarantees”) and (3) $1,000,000,000 of the Company’s outstanding 2.950% Senior Notes due 2031 (the “Old 2031 Notes” and together with the Old 2023 Exchange Notes and the Old 2027 Exchange Notes, the “Old Notes”) and the related guarantees thereof (the “Old 2031 Guarantees” and together with the Old 2023 Guarantees and the Old 2027 Guarantees, the “Old Guarantees”) for an equal principal amount of the Company’s registered 2.950% Senior Notes due 2031 (the “2031 Exchange Notes” and together with the 2023 Exchange Notes and the 2027 Exchange Notes, the “Exchange Notes”) and the related guarantees thereof (the “2031 Exchange Guarantees” and together with the 2023 Exchange Guarantees and the 2027 Exchange Guarantees, the “Exchange Guarantees”).
The Old 2023 Notes and the Old 2023 Guarantees were issued, and the 2023 Exchange Notes and the 2023 Exchange Guarantees will be issued, under an Indenture dated July 14, 2020 (the “2023 Indenture”) among the Company, the Subsidiary Guarantors and U.S. Bank National Association, as trustee, the Old 2027 Notes and the Old 2027 Guarantees were issued, and the 2027 Exchange Notes and the 2027 Exchange Guarantees will be issued, under an Indenture dated July 14, 2020 (the “2027 Indenture”) among the Company, the Subsidiary Guarantors and U.S. Bank National Association, as trustee, and the Old 2031 Notes and the Old 2031 Guarantees were issued, and the 2031 Exchange Notes and the 2031 Exchange Guarantees will be issued, under an Indenture dated March 3, 2021 (the “2031 Indenture” and, together with the 2023 Indenture and the 2027 Indenture, the “Indentures”) among the Company, the Subsidiary Guarantors and U.S. Bank National Association, as trustee.
The Company and the Subsidiary Guarantors are proposing the Exchange Offer in accordance with the terms of a Registration Rights Agreement with respect to the Old 2023 Notes by and among the Company, the Subsidiary Guarantors and J.P. Morgan Securities LLC, as representative of the initial purchasers referenced therein, dated as of July 14, 2020 (the “2023 Registration Rights Agreement”), a Registration Rights Agreement with respect to the Old 2027 Notes by and among the Company, the Subsidiary Guarantors and J.P. Morgan Securities LLC, as representative of the initial purchasers referenced therein, dated as of July 14, 2020 (the “2027 Registration Rights Agreement”) and a Registration Rights Agreement with respect to the Old 2031 Notes by and among the Company, the Subsidiary Guarantors and J.P. Morgan Securities LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC, as representatives of the initial purchases referenced therein, dated as of March 3, 2021 (the “2031 Registration Rights Agreement” and together with the 2023 Registration Rights Agreement and the 2027 Registration Rights Agreement, the “Registration Rights Agreements”).
In rendering the opinions expressed in this letter, we have examined the Registration Statement, the Indentures, the forms of the Exchange Notes, and originals or copies certified or otherwise identified to our satisfaction of such other documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or appropriate for the purposes of this letter. The Exchange Notes, the Exchange Guarantees and the Indentures are referred to herein as the “Transaction Documents.” We have also conducted such investigations of fact and law as we have deemed necessary or advisable for purposes of this letter. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies and the legal capacity of all individuals executing such documents. As to any facts material to the opinions expressed below, we have, with your consent, relied upon the statements, certificates and representations of officers and other representatives of parties to the Transaction Documents and of the Company and the Subsidiary Guarantors. We have also assumed (i) the valid authorization, execution and delivery of the Transaction Documents by each party thereto other than HRN 99 Holdings, LLC, (ii) that each such other party (in the case of parties which are not natural persons) has been duly organized and is validly existing and in good standing under its jurisdiction of organization, (iii) that each such other party has the legal capacity, power and authority to perform its obligations thereunder and (iv) that each of the Transaction Documents constitutes the valid and binding obligation of each party thereto, enforceable against them in accordance with its terms (other than as expressly covered by our opinions below in respect of the Company and the Subsidiary Guarantors). We have also assumed that the execution, delivery and performance of the Transaction Documents by each party thereto have been duly authorized by all necessary action (corporate or otherwise) (other than with respect to HRN 99 Holdings, LLC) and do not (x) contravene its respective certificate or articles of incorporation, limited liability company agreement, bylaws or other organizational documents, (y) violate any law, rule or regulation applicable to it, or (z) result in any conflict with, or breach of any agreement or document binding on it. In addition, the enforceability of indemnification and contribution provisions may be limited by applicable law and public policy considerations, and we express no opinion as to the effects of either (i) Section 548 of Title 11 of the United States Code or (ii) Article 10 of the New York Debtor and Creditor Law, or similar laws relating to fraudulent transfers or fraudulent conveyances, on any obligation under the Exchange Guarantees of the Subsidiary Guarantors. Furthermore, the manner in which any particular issue relating to the opinions would be treated in any actual court case would depend in part on facts and circumstances particular to the case and would also depend on how the court involved chose to exercise the wide discretionary authority generally available to it.
We are members of the Bar of the State of New York, and we have not considered, and we express no opinion as to, the laws of any jurisdiction other than the laws of the State of New York that a New York lawyer exercising customary professional diligence would reasonably be expected to recognize as being applicable to the Company, the Subsidiary Guarantors, the Transaction Documents or the transactions governed by the Transaction Documents, in each case as in effect on the date hereof (the “Relevant Laws”). Without limiting the generality of the foregoing definition of Relevant Laws, the term “Relevant Laws” does not include any law, rule or regulation that is applicable to the Company, the Subsidiary Guarantors and the Transaction Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Transaction Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.
Insofar as the opinions expressed herein relate to or are dependent upon matters governed by (i) the laws of the State of Nevada or the laws of the State of Colorado, we have relied upon the opinion dated on or about the date hereof of Brownstein Hyatt Farber Schreck, LLP, special counsel to the Subsidiary Guarantors incorporated or organized in the State of Nevada or the State of Colorado; (ii) the laws of the State of Texas or the laws of the State of Washington, we have relied upon the opinion dated on or about the date hereof of Perkins Coie LLP, special counsel to the Subsidiary Guarantors incorporated or organized in the State of Texas or the State of Washington; (iii) the laws of the State of Delaware, we have relied upon the opinion dated on or about the date hereof of Morris, Nichols, Arsht & Tunnell LLP, special counsel to Subsidiary Guarantors incorporated or organized in the State of Delaware; and (iv) the laws of the State of Tennessee, we have relied upon the opinion dated on or about the date hereof of Stites & Harbison, PLLC, special counsel to the Subsidiary Guarantor incorporated in the State of Tennessee, in each case of clauses (i) through (iv), which are opinions being filed as exhibits to the Registration Statement.
-2-
Based upon the foregoing, and subject to the qualifications set forth in this letter, it is our opinion that when (i) the Registration Statement has become effective under the Act, (ii) the Old Notes have been exchanged in the manner described in the prospectus forming a part of the Registration Statement, (iii) the Exchange Notes have been duly executed, authenticated, issued and delivered by the Company in accordance with the terms of the Indentures, against receipt of the Old Notes surrendered in exchange therefor, (iv) the Indentures have been duly qualified under the Trust Indenture Act of 1939, as amended, and (v) applicable provisions of “blue sky” laws have been complied with,
a) | the Exchange Notes proposed to be issued pursuant to the Exchange Offer will constitute valid and legally binding obligations of the Company, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights or remedies generally and by general equitable principles (whether considered in a proceeding in equity or at law); and |
b) | the Exchange Guarantees proposed to be issued pursuant to the Exchange Offer will constitute valid and legally binding obligations of each Subsidiary Guarantor, except as may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights or remedies generally and by general equitable principles (whether considered in a proceeding in equity or at law). |
The opinions expressed herein are subject to the following qualifications and comments:
a) | Any provisions of the Transaction Documents that permit any party thereto to take action or make determinations, or to benefit from indemnities and similar undertakings of any party to the Transaction Documents, may be subject to a requirement that such action be taken or such determinations be made, and any action or inaction by such party that may give rise to a request for payment under such an undertaking be taken or not taken, on a reasonable basis and in good faith. |
b) | We express no opinion as to (i) whether a federal or state court outside New York would give effect to any choice of law provided for in the Transaction Documents, (ii) any provisions of the Transaction Documents that relate to the subject matter jurisdiction of the federal or state courts of a particular jurisdiction to adjudicate any controversy related to the Transaction Documents or the transactions contemplated thereby, (iii) any waiver of inconvenient forum set forth in the Transaction Documents or (iv) any waiver of jury trial found in the Transaction Documents. |
We hereby consent to the filing of a copy of this letter as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. This letter speaks as of its date, and we undertake no (and hereby disclaim any) obligation to update this letter.
Very truly yours, | |
/s/ Wachtell, Lipton, Rosen & Katz |
-3-
Exhibit 5.2
May 7, 2021
Expedia Group, Inc.
1111 Expedia Group Way W.
Seatte, Washington 98119
To the addressee set forth above:
We have acted as local Colorado and Nevada counsel to Expedia Group, Inc., a Delaware corporation (the “Company”) in connection with the filing by the Company of a Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to an offer to exchange:
(i) an aggregate principal amount of up to $500,000,000 of the Company’s outstanding 3.600% Senior Notes due 2023 (the “Original 2023 Notes”) and the related guarantees (the “Original 2023 Notes Guarantees”), issued pursuant to that certain Indenture, dated as of July 14, 2020 (the “2023 Notes Indenture”), by and among the Company, the Subsidiary Guarantors (as defined therein) party thereto, including BedandBreakfast.com, Inc., a Colorado corporation, CarRentals.com, Inc., a Nevada corporation, Egencia LLC, a Nevada limited liability company, Travelscape, LLC, a Nevada limited liability company, and WWTE, Inc., a Nevada corporation (collectively, the “Guarantors”), and U.S. Bank National Association (“U.S. Bank”), as trustee, for an equal principal amount of the Company’s 3.600% Senior Notes due 2023 (the “2023 Exchange Notes”) and the related guarantees (the “2023 Exchange Notes Guarantees”), issued pursuant to the 2023 Notes Indenture;
(ii) an aggregate principal amount of up to $750,000,000 of the Company’s 4.625% Senior Notes due 2027 (the “Original 2027 Notes”) and the related guarantees (the “Original 2027 Notes Guarantees”), issued pursuant to that certain Indenture, dated as of July 14, 2020 (the “2027 Notes Indenture”), by and among the Company, the Subsidiary Guarantors (as defined therein) party thereto, including the Guarantors, and U.S. Bank, as trustee, for an equal principal amount of the Company’s 4.625% Senior Notes due 2027 (the “2027 Exchange Notes”) and the related guarantees (the “2027 Exchange Notes Guarantees”), issued pursuant to the 2027 Notes Indenture; and
(iii) an aggregate principal amount of up to $1,000,000,000 of the Company’s 2.950% Senior Notes due 2031 (the “Original 2031 Notes” and, together with the Original 2023 Notes and the Original 2027 Notes, the “Original Notes”) and the related guarantees (the “Original 2031 Notes Guarantees” and, together with the Original 2023 Notes Guarantees and the Original 2027 Notes Guarantees, the “Original Notes Guarantees”), issued pursuant to that certain Indenture, dated as of March 3, 2021 (the “2031 Notes Indenture” and, together with the 2023 Notes Indenture and the 2027 Notes Indenture, the “Indentures”), by and among Company, the Subsidiary Guarantors (as defined therein) party thereto, including the Guarantors, and U.S. Bank, as trustee, for an equal principal amount of the Company’s 2.950% Senior Notes due 2031 (the “2031 Exchange Notes” and, together with the 2023 Exchange Notes and the 2027 Exchange Notes, the “Exchange Notes”) and the related guarantees (the “2031 Exchange Notes Guarantees” and, together with the 2023 Exchanges Notes Guarantees and the 2027 Exchange Notes Guarantees, the “Exchange Notes Guarantees” and, together with the Exchange Notes, the “Exchange Securities”), issued pursuant to the 2031 Notes Indenture.
100 North City Parkway, Suite 1600
Las Vegas, NV 89106
main 702.382.2101
bhfs.com | Brownstein Hyatt Farber Schreck, LLP |
Expedia Group, Inc.
May 7, 2021
Page 2
In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company and the Guarantors in connection with the registration and issuance of the Exchange Securities, all as described in the Registration Statement. For purposes of this opinion letter, and except to the extent set forth in the opinions below, we have assumed that all such proceedings have been timely completed or will be timely completed in the manner presently proposed in the Registration Statement and the terms of such issuance will be in compliance with applicable laws.
For purposes of issuing this opinion letter, (a) we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Registration Statement, (ii) the Indentures, including the Exchange Guarantees contained therein, and the form of the Exchange Notes, (iii) the articles of incorporation and bylaws, or the articles of organization and operating agreements, as applicable, each as amended to date, of each of the Guarantors, and (iv) such agreements, instruments, resolutions, minutes of meetings, written consents and other corporate or limited liability company records of the Guarantors, and such other documents, as we have deemed necessary or appropriate for the purpose of issuing this opinion letter, and (b) we have obtained from officers, managers and other representatives and agents of the Guarantors, and from public officials, and have relied upon, such certificates, representations and assurances as we have deemed necessary or appropriate.
Without limiting the generality of the foregoing, in issuing this opinion letter we have, with your permission, assumed without independent verification that: (i) the Indentures and the Exchange Notes have been duly authorized by the Company, the Indentures have been duly executed and delivered by the Company and the trustee, and the Exchange Notes will be duly executed and delivered by the Company; (ii) the obligations of each party set forth in the in the documents we have reviewed are valid, binding and enforceable in accordance with their respective terms; (iii) the statements of fact and representations and warranties set forth in the documents we have reviewed are true and correct as to factual matters; (iv) each natural person executing such documents had at such time or has sufficient legal capacity to do so; (v) all documents submitted to us as originals are authentic, the signatures on all documents that we have examined are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original documents; and (vi) all corporate and limited liability company records made available to us by the Guarantors, and all public records we have reviewed, are accurate and complete.
We are qualified to practice law in the States of Colorado and Nevada. The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Colorado and the general corporate and limited liability company laws of the State of Nevada, each in effect on the date hereof, and we do not purport to be experts on, or to express any opinion with respect to the applicability thereto, or to the effect thereon, of the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state securities or “blue sky” laws, rules or regulations.
Based upon the foregoing and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that:
1. Each of the Guarantors is validly existing as a corporation or limited liability company, as applicable, and in good standing under the laws of the State of Colorado or the State of Nevada, as applicable.
2. Each of the Guarantors has the corporate or limited liability company, as applicable, power and authority to execute and deliver the Indentures and to perform its obligations thereunder, including the guarantees of the Exchange Notes pursuant to the Exchange Guarantees.
Expedia Group, Inc.
May 7, 2021
Page 3
3. The Indentures have been duly authorized, executed and delivered by each of the Guarantors, and the guarantees of the Exchange Notes by each of the Guarantors pursuant to the Exchange Guarantees have been duly authorized by each of the Guarantors.
The opinions contained herein are subject to, and we express no opinion as to, the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, anti-deficiency, and other similar laws, rules and regulations now or hereafter in effect relating to or affecting the enforcement of creditors’ rights generally, the federal Bankruptcy Code, the Uniform Fraudulent Transfer Act (as codified in Colorado Revised Statutes Title 38, Article 8, and Nevada Revised Statutes Chapter 112, as applicable), and any other laws relating to fraudulent or unlawful conveyances, distributions and transfers.
The opinions expressed herein are based upon the applicable laws of the States of Colorado and Nevada and the facts in existence on the date hereof. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinions set forth herein or to apprise you of any changes in such laws or facts after such time as the Registration Statement is declared effective. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinions set forth herein.
We hereby consent to your filing this opinion letter as an exhibit to the Registration Statement and to the reference to our firm therein under the heading “Legal Matters”. Subject to all of the qualifications, limitations, exceptions, restrictions and assumptions set forth herein, we also consent to Wachtell, Lipton, Rosen & Katz relying on this opinion letter as if it were an addressee hereof on this date for the sole purpose of issuing its opinion letter to the Company relating to the validity of the Exchange Securities, as filed with the Commission as an exhibit to the Registration Statement. In giving such consents, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Brownstein Hyatt Farber Schreck, LLP
Exhibit 5.3
[Letterhead of Morris, Nichols, Arsht & Tunnell LLP]
May 7, 2021
Expedia Group, Inc.
1111 Expedia Group Way W.
Seattle, WA 98119
Re: The Transaction Documents (as defined below)
Ladies and Gentlemen:
We have acted as special Delaware counsel to the Delaware Corporations (as identified and defined in Annex A hereto), the Delaware LLCs (as identified and defined in Annex B hereto) and the Delaware LP (as identified and defined in Annex C hereto) (the Delaware Corporations, the Delaware LLCs and the Delaware LP are hereinafter collectively referred to as the “Delaware Companies” and each is individually referred to as a “Delaware Company”), in connection with certain matters of Delaware law relating to:
I. | the Indenture dated as of July 14, 2020 (the “2023 Notes Indenture”) by and among Expedia (as identified and defined in Annex A hereto), as issuer, the other Delaware Companies, as guarantors, the other guarantors party thereto and U.S. Bank National Association, as trustee; |
II. | the Indenture dated as of July 14, 2020 (the “2027 Notes Indenture”) by and among Expedia, as issuer, the other Delaware Companies, as guarantors, the other guarantors party thereto and U.S. Bank National Association, as trustee; |
III. | the Indenture dated as of March 3, 2021 (the “2031 Notes Indenture” and together with the 2023 Notes Indenture and the 2027 Notes Indenture, the “Indentures”) by and among Expedia, as issuer, the other Delaware Companies, as guarantors, the other guarantors party thereto and U.S. Bank National Association, as trustee; and |
IV. | the forms of Exchange Notes to be issued by Expedia, as attached as Exhibit A to the applicable Indenture (the “Exchange Notes” and together with the Indentures, the “Transaction Documents” and each, individually, a “Transaction Document”). |
Expedia Group, Inc.
May 7, 2021
Page 2
In rendering this opinion, we have examined and relied on copies of the following documents in the form provided to us:
A. | the Indentures; |
B. | the Exchange Notes; |
C. | the Expedia Registration Statement on Form S-4 (the “Registration Statement”) as filed with the Securities and Exchange Commission (the “Commission”) on May 7, 2021 under the Securities Act of 1933, as amended (the “Securities Act”); |
D. | the Governing Documents (as identified and defined in Annex D hereto); |
E. | the Authorizing Resolutions (as identified and defined in Annex E hereto); |
F. | one or more certificates of an officer of each of the Delaware Companies dated on or about the date hereof; and |
G. | certifications of good standing of each of the Delaware Companies obtained as of a recent date from the Office of the Secretary of State of the State of Delaware (the “State Office”). |
In such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed and the legal capacity of natural persons to complete the execution of documents. We have further assumed for purposes of this opinion:
i. | except to the extent addressed by our opinions in paragraphs 1, 2 and 3 below, the due incorporation, formation or organization, valid existence and good standing of each entity that is a signatory to any of the documents examined by us under the laws of the jurisdiction of its respective incorporation, formation or organization; |
ii. | except to the extent addressed by our opinions in paragraphs 8, 9, 10 and 11 below, the due authorization, authentication, adoption, approval, certification, acknowledgement, execution, filing, indexing and delivery, as applicable, of each of the above-referenced documents by each of the signatories thereto; |
iii. | that the execution and delivery by Robert J. Dzielak, as Chief Legal Officer & Secretary of the Delaware LP, of each of the Transaction Documents to which the Delaware LP is a party have been duly authorized by Hotels.com GP, LLC, acting in its capacity as the sole general partner of the Delaware LP, under the laws of Texas; |
iv. | solely with respect to the Delaware Corporations, that the consummation of the transactions contemplated by each of the Transaction Documents does not constitute a “business combination” (as defined in Section 203 of the Delaware General Corporation Law (the “DGCL”)) with an “interested stockholder” (as defined in Section 203 of the DGCL); and |
v. | that each of the documents examined by us is in full force and effect, sets forth the entire understanding of the parties thereto with respect to the subject matter thereof and has not been amended, supplemented or otherwise modified, except as herein referenced. |
Expedia Group, Inc.
May 7, 2021
Page 3
We have not reviewed any documents other than those identified above in connection with this opinion, and we have assumed that there are no other documents, facts or circumstances contrary to or inconsistent with the opinions expressed herein. No opinion is expressed herein with respect to the requirements of, or compliance with, federal or state securities or blue sky laws. As to any facts material to our opinion, other than those assumed, we have relied, without independent investigation, on the above-referenced documents and on the accuracy, as of the date hereof, of the matters therein contained.
We have been retained to act as special Delaware counsel in connection with the Transaction Documents. We are not regular counsel to the Delaware Companies, and we are not generally informed as to their business affairs. With respect to our opinions below, we note that each Transaction Document is, by its terms, governed by and construed in accordance with the laws of the State of New York and, for purposes of our opinions, we have assumed that each Transaction Document will be interpreted in accordance with the plain meaning of the written terms thereof as such terms would be interpreted as a matter of Delaware law and we express no opinion with respect to any matter of the laws of the State of New York or any legal standards or concepts under the laws of the State of New York (or any other law other than Delaware law).
Based upon and subject to the foregoing and to the further assumptions and qualifications set forth below, and limited in all respects to matters of Delaware law, it is our opinion that:
1. | Each Delaware Corporation is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. |
2. | Each Delaware LLC is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. |
3. | The Delaware LP is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware. |
4. | Expedia has the requisite corporate power and authority to execute and deliver each of the Transaction Documents and to perform its obligations thereunder. |
Expedia Group, Inc.
May 7, 2021
Page 4
5. | Each Delaware Corporation has the requisite corporate power and authority to execute and deliver each of the Indentures, to perform its obligations thereunder and to guarantee the Obligations (as defined in each Indenture) pursuant to the terms of the Indentures. |
6. | Each Delaware LLC has the requisite limited liability company power and authority to execute and deliver each of the Indentures, to perform its obligations thereunder and to guarantee the Obligations pursuant to the terms of the Indentures. |
7. | The Delaware LP has the requisite limited partnership power and authority to execute and deliver each of the Indentures, to perform its obligations thereunder and to guarantee the Obligations pursuant to the terms of the Indentures. |
8. | The Exchange Notes have been duly authorized by Expedia, and each of the Indentures has been duly authorized, executed and delivered by Expedia. |
9. | Each Delaware Corporation’s guarantee of the Obligations pursuant to the terms of the Indentures have been duly authorized by such Delaware Corporation, and each of the Indentures has been duly authorized, executed and delivered by each Delaware Corporation. |
10. | Each Delaware LLC’s guarantee of the Obligations pursuant to the terms of the Indentures have been duly authorized by such Delaware LLC, and each of the Indentures has been duly authorized, executed and delivered by each Delaware LLC. |
11. | The Delaware LP’s guarantee of the Obligations pursuant to the terms of the Indentures have been duly authorized by the Delaware LP, and each of the Indentures has been duly authorized, executed and delivered by the Delaware LP. |
We hereby consent to the filing of a copy of this opinion with the Commission as an exhibit to the Registration Statement and the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. We understand that the firm of Wachtell, Lipton, Rosen & Katz (“WLRK”) wishes to rely as to certain matters of Delaware law on the opinions expressed herein in connection with the delivery of its opinion to you dated on or about the date hereof concerning the transactions contemplated hereby, and we hereby consent to such reliance. This opinion speaks only as of the date hereof and is based on our understandings and assumptions as to present facts and our review of the above-referenced documents and the application of Delaware law as the same exist on the date hereof, and we undertake no obligation to update or supplement this opinion after the date hereof for the benefit of any person or entity (including WLRK) with respect to any facts or circumstances that may hereafter come to our attention or any changes in facts or law that may hereafter occur or take effect.
Very truly yours, | |
MORRIS, NICHOLS, ARSHT & TUNNELL LLP | |
/s/ R. Jason Russell | |
R. Jason Russell |
ANNEX A
DELAWARE CORPORATIONS
The following corporations are collectively referred to as the “Delaware Corporations” and each is individually referred to as a “Delaware Corporation”:
1. | Expedia Group, Inc., a Delaware corporation (“Expedia”) |
2. | Expedia Group Commerce Inc., a Delaware corporation (“EGC”) |
3. | Expedia LX Partner Business, Inc., a Delaware corporation (“Expedia LX”) |
4. | HomeAway Software, Inc., a Delaware corporation (“HomeAway Software”) |
5. | HomeAway.com, Inc., a Delaware corporation (“HomeAway”) |
6. | Hotwire, Inc., a Delaware corporation (“Hotwire”) |
7. | Liberty Protein, Inc., a Delaware corporation (“Liberty”) |
8. | Neat Group Corporation, a Delaware corporation (“Neat Group”) |
9. | O Holdings Inc., a Delaware corporation (“O Holdings”) |
10. | Orbitz Financial Corp., a Delaware corporation (“Orbitz Financial”) |
11. | Orbitz For Business, Inc., a Delaware corporation (“Orbitz For Business”) |
12. | Orbitz, Inc., a Delaware corporation (“Orbitz, Inc.”) |
13. | Orbitz Worldwide, Inc., a Delaware corporation (“Orbitz Worldwide, Inc.”) |
14. | Trip Network, Inc., a Delaware corporation (“Trip Network”) |
15. | Vrbo Holdings, Inc., a Delaware corporation (“Vrbo”) |
A-1
ANNEX B
DELAWARE LLCs
The following limited liability companies are collectively referred to as the “Delaware LLCs” and each is individually referred to as a “Delaware LLC”:
1. | Higher Power Nutrition Common Holdings, LLC, a Delaware limited liability company (“Higher Power”) |
2. | Interactive Affiliate Network, LLC, a Delaware limited liability company (“Interactive”) |
3. | LEMS I LLC, a Delaware limited liability company (“LEMS”) |
4. | LEXE Marginco, LLC, a Delaware limited liability company (“Marginco”) |
5. | LEXEB, LLC, a Delaware limited liability company (“LEXEB”) |
6. | Orbitz, LLC, a Delaware limited liability company (“Orbitz, LLC”) |
7. | Orbitz Travel Insurance Services, LLC, a Delaware limited liability company (“Orbitz Travel”) |
8. | Orbitz Worldwide, LLC, a Delaware limited liability company (“Orbitz Worldwide, LLC”) |
B-1
ANNEX C
DELAWARE LP
1. | EAN.com, LP, a Delaware limited partnership (the “Delaware LP”) |
C-1
ANNEX D
GOVERNING DOCUMENTS
As the context requires, the following documents are collectively referred to as the “Governing Documents” or as the “Governing Documents” of the Delaware Company to which they relate:
Expedia
A certified copy of the Certificate of Incorporation of Expedia (attaching a Consent to Use of Name), filed in the State Office on April 18, 2005
A certified copy of the Amended and Restated Certificate of Incorporation of Expedia, filed in the State Office on August 8, 2005
A certified copy of the Certificate of Designations of Series A Cumulative Convertible Preferred Stock of Expedia, filed in the State Office on August 9, 2005
A certified copy of the Restated Certificate of Incorporation of Expedia, filed in the State Office on December 20, 2011
A certified copy of the Certificate of Amendment to the Restated Certificate of Incorporation of Expedia (reflecting a change in its name to Expedia Group, Inc.), filed in the State Office on March 26, 2018
A certified copy of the Restated Certificate of Incorporation of Expedia, filed in the State Office on March 26, 2018
A certified copy of the Amended and Restated Certificate of Incorporation of Expedia, filed in the State Office on December 3, 2019
General Bylaws of Expedia, Amended and Restated as of April 15, 2019
EGC
A certified copy of the Certificate of Incorporation of EGC, filed in the State Office on December 18, 2018
Bylaws of EGC adopted December 18, 2018
D-1
Expedia LX
A certified copy of the Certificate of Incorporation of Expedia LX, filed in the State Office on December 11, 2015
A certified copy of the Certificate of Correction to the Certificate of Incorporation of Expedia LX, filed in the State Office on January 28, 2016
The Bylaws of Expedia LX as in effect on December 11, 2015
HomeAway Software
A certified copy of the Certificate of Incorporation of HomeAway Software (then named Instant, Inc.), filed in the State Office on September 15, 2010
A certified copy of the Certificate of Ownership Merging Escapia, Inc. into HomeAway Software (reflecting a change in its name to HomeAway Software, Inc.), filed in the State Office on December 27, 2011
A certified copy of the Certificate of Ownership and Merger of Glad to Have You, Inc. into HomeAway Software, filed in the State Office on December 18, 2014
The Bylaws of HomeAway Software adopted on September 15, 2010 (then named Instant, Inc.)
The Written Consent of the Sole Stockholder of HomeAway Software dated as of December 15, 2015, amending the Bylaws of HomeAway Software
HomeAway
A certified copy of the Certificate of Incorporation of HomeAway (then named WVR, Inc.), filed in the State Office on January 21, 2005
A certified copy of the Certificate of Amendment of the Certificate of Incorporation of HomeAway (reflecting a change in its name to HomeAway.com, Inc.), filed in the State Office on May 15, 2006
A certified copy of the Certificate of Merger of Domestic Corporation, merging VRBO.com, Inc. into HomeAway, filed in the State Office on December 31, 2010
A certified copy of the Certificate of Ownership and Merger Merging Steamboat Sub Corporation into HomeAway, filed in the State Office on May 27, 2011
A certified copy of the Certificate of Merger of HomeAway and Second Porch, Inc., merging Second Porch, Inc. into HomeAway, filed in the State Office on December 27, 2011
A certified copy of the Certificate of Merger of Domestic Corporations, merging HomeAway IP Holding, Inc. into HomeAway, filed in the State Office on December 28, 2012
The Bylaws of HomeAway adopted on January 21, 2005 (then named WVR, Inc.)
The Written Consent of the Sole Stockholder of HomeAway dated as of December 15, 2015, amending the Bylaws of HomeAway
D-2
Hotwire
A certified copy of the Certificate of Incorporation of Hotwire (originally incorporated under the name Cimo, Inc.), filed in the State Office on December 1, 1999
The Amended and Restated Certificate of Incorporation of Hotwire, as attached to a certified copy of the Certificate of Merger of Hydrogen Properties, Inc. with and into Hotwire, filed in the State Office on November 5, 2003
A certified copy of the Certificate of Change of Location of Registered Office and of Registered Agent of Hotwire, filed in the State Office on February 17, 2004
A certified copy of the Certificate of Merger of Domestic Corporations, merging CarRentals LLC into Hotwire, filed in the State Office on December 23, 2011
The Bylaws of Hotwire (under the name Cimo, Inc.)
Liberty
A certified copy of the Certificate of Incorporation of Liberty, filed in the State Office on December 26, 2007
Bylaws of Liberty adopted as of December 26, 2007
Neat Group
A certified copy of the Certificate of Incorporation of Neat Group (then named Neat Acquisition Corporation), filed in the State Office on March 26, 2003
A certified copy of the Certificate of Amendment to Certificate of Incorporation of Neat Group (reflecting a change in its name to Neat Group Corporation), filed in the State Office on June 12, 2003
The Bylaws of Neat Group (then named Neat Acquisition Corporation)
O Holdings
A certified copy of the Certificate of Incorporation of O Holdings, filed in the State Office on December 18, 2003
The Bylaws of O Holdings adopted on December 19, 2003
Orbitz Financial
A certified copy of the Certificate of Incorporation of Orbitz Financial, filed in the State Office on April 3, 2008
The Bylaws of Orbitz Financial adopted on April 3, 2008
D-3
Orbitz For Business
A certified copy of the Certificate of Incorporation of Orbitz For Business (then named Travelport for Business, Inc.), filed in the State Office on July 7, 2006
A certified copy of the Certificate of Merger of Orbitz For Business (then named Travelport for Business, Inc.) and Travelport Corporate Solutions, Inc., merging Travelport Corporate Solutions, Inc. into Travelport for Business, Inc., filed in the State Office on July 25, 2006
A certified copy of the Certificate of Amendment to Certificate of Incorporation of Orbitz For Business (reflecting a change in its name to Orbitz For Business, Inc.), filed in the State Office on October 16, 2007
The Bylaws of Orbitz For Business (then named Travelport for Business, Inc.)
Orbitz, Inc.
A certified copy of the Certificate of Incorporation of Orbitz, Inc. (then named Dunc, Inc.), filed in the State Office on May 4, 2000
A certified copy of the Amended and Restated Certificate of Incorporation of Orbitz, Inc., filed in the State Office on November 18, 2004
The Amended and Restated By-Laws of Orbitz, Inc.
The Omnibus Written Consent of the Sole Stockholder of each Corporation listed in Schedule A thereto (including Orbitz, Inc.) dated September 17, 2015, amending the By-Laws of Orbitz, Inc.
Orbitz Worldwide, Inc.
A certified copy of the Certificate of Incorporation of Orbitz Worldwide, Inc., filed in the State Office on June 18, 2007
A certified copy of the Certificate of Merger, filed in the State Office on September 17, 2015, including the Amended and Restated Certificate of Incorporation of Orbitz Worldwide, Inc. attached thereto
The Amended and Restated By-Laws of Orbitz Worldwide, Inc. dated as of September 17, 2015
D-4
Trip Network
A certified copy of the Certificate of Incorporation of Trip Network (then named Cendant Travel Portal, Inc.), filed in the State Office on November 28, 2000
A certified copy of the Restated Certificate of Incorporation of Trip Network (reflecting a change in its name to Travel Portal, Inc.), filed in the State Office on March 30, 2001
A certified copy of the Certificate of Designations, Rights and Preferences of the Series A Convertible Perpetual Preferred Stock of Trip Network (then named Travel Portal, Inc.), filed in the State Office on March 30, 2001
A certified copy of the Certificate of Amendment to Certificate of Incorporation of Trip Network (reflecting a change in its name to Trip Network, Inc.), filed in the State Office on October 10, 2001
A certified copy of the Certificate of Amendment to the Restated Certificate of Incorporation of Trip Network, filed in the State Office on October 30, 2001
A certified copy of the Certificate of Merger of Cheap Tickets, Inc. into Trip Network, filed in the State Office on September 29, 2005
The Amended and Restated By-Laws of Trip Network (then named Travel Portal, Inc.).
The Omnibus Written Consent of the Sole Stockholder of each Corporation listed in Schedule A thereto (including Trip Network) dated September 17, 2015, amending the By-Laws of Trip Network
Vrbo
A certified copy of the Certificate of Incorporation of Vrbo (then named HomeAway Holdings, Inc.), filed in the State Office on December 16, 2015
A certified copy of the Certificate of Amendment to Certificate of Incorporation of Vrbo (reflecting a change in its name to Vrbo Holdings, Inc.), filed in the State Office on May 2, 2019
The By-Laws of Vrbo (then named HomeAway Holdings, Inc.) adopted on December 16, 2015
Higher Power
A certified copy of the Certificate of Formation of Higher Power (then named Higher Power Common Holdings, LLC), filed in the State Office on June 15, 2006
A certified copy of the Certificate of Amendment to Certificate of Formation of Higher Power (reflecting a change in its name to Higher Power Nutrition Common Holdings, LLC), filed in the State Office on June 22, 2006
A certified copy of the Certificate of Amendment to Certificate of Formation of Higher Power, filed in the State Office on April 1, 2008
D-5
Second Amended and Restated Limited Liability Company Agreement of Higher Power dated as of December 31, 2007
Amended and Restated Limited Liability Company Agreement of Higher Power dated as of December 31, 2007
Limited Liability Company Agreement of Higher Power dated as of June 30, 2006
Interactive
A certified copy of the Certificate of Formation of Interactive as filed in the State Office on September 30, 2003, as amended by the Certificate of Amendment thereto as filed in the State Office on March 4, 2004
Limited Liability Company Agreement of Interactive dated as of September 30, 2003, as amended by the First Amendment thereto dated as of December 9, 2008
Amended and Restated Limited Liability Company Agreement of Interactive dated as of December 10, 2018
LEMS
A certified copy of the Certificate of Formation of LEMS, filed in the State Office on April 10, 2019
A certified of the Certificate of Merger of Liberty Expedia Holdings, Inc. with and into LEMS, filed in the State Office on July 26, 2019
Limited Liability Company Agreement of LEMS dated as of April 10, 2019
Marginco
A certified copy of the Certificate of Formation of Marginco, filed in the State Office on March 3, 2016
Second Amended and Restated Limited Liability Company Agreement of Marginco dated as of November 1, 2016
Limited Liability Company Agreement of Marginco dated as of March 3, 2016
LEXEB
A certified copy of the Certificate of Formation of LEXEB, filed in the State Office on September 21, 2016
Limited Liability Company Operating Agreement of LEXEB dated as of September 21, 2016
D-6
Orbitz, LLC
A certified copy of the Certificate of Formation of Orbitz, LLC (then named Dunc, LLC), filed in the State Office on February 24, 2000
A certified copy of the Certificate of Amendment to Certificate of Formation of Orbitz, LLC (reflecting a change in its name to Orbitz, LLC), filed in the State Office on July 17, 2000
A certified copy of the Certificate of Amendment to Certificate of Formation of Orbitz, LLC, filed in the State Office on May 10, 2005
Limited Liability Company Agreement of Orbitz, LLC (then named Dunc, LLC) dated as of February 9, 2000
First Amended and Restated Limited Liability Company Agreement of Orbitz, LLC (then named Dunc, LLC) dated as of May 9, 2000
Second Amended and Restated Limited Liability Company Agreement of Orbitz, LLC dated as of April 2, 2001
Third Amended and Restated Limited Liability Company Agreement of Orbitz, LLC dated as of June 19, 2001
Fourth Amended and Restated Limited Liability Company Agreement of Orbitz, LLC dated as of August 10, 2001
Fifth Amended and Restated Limited Liability Company Agreement of Orbitz, LLC dated as of September 1, 2001
Sixth Amended and Restated Limited Liability Company Agreement of Orbitz, LLC dated as of April 10, 2002
Seventh Amended and Restated Limited Liability Company Agreement of Orbitz, LLC dated as of December 19, 2003
Orbitz Travel
A certified copy of the Certificate of Formation of Orbitz Travel (then named Orbitz Travel Insurance, LLC), filed in the State Office on November 27, 2007
A certified copy of the Certificate of Amendment to Certificate of Formation of Orbitz Travel (reflecting a change in its name to Orbitz Travel Insurance Services, LLC), filed in the State Office on December 10, 2007
Limited Liability Company Operating Agreement of Orbitz Travel dated as of November 27, 2007
D-7
Orbitz Worldwide, LLC
A certified copy of the Certificate of Formation of Orbitz Worldwide, LLC, filed in the State Office on June 1, 2007
A certified copy of the Certificate of Merger of Travel Acquisition, LLC and Orbitz Worldwide Development, LLC into Orbitz Worldwide, LLC, filed in the State Office on December 28, 2010
A certified copy of the Certificate of Merger of Orbitz Worldwide International, Inc. into Orbitz Worldwide, LLC, filed in the State Office on December 28, 2010
Limited Liability Company Operating Agreement of Orbitz Worldwide, LLC dated as of June 18, 2007
Amended and Restated Limited Liability Company Operating Agreement of Orbitz Worldwide, LLC dated as of June 10, 2016
The Delaware LP
A certified copy of the Certificate of Limited Partnership of the Delaware LP (then named “IAN.com, LP”), as filed in the State Office on September 30, 2003, as amended by the Certificate of Amendment thereto as filed in the State Office on March 4, 2004, which Certificate of Amendment was corrected pursuant to the Certificate of Correction thereto as filed in the State Office on February 5, 2010, and as further amended by the Certificate of Amendment (reflecting a change in its name to EAN.com, LP) thereto as filed in the State Office on April 25, 2011
Agreement of Limited Partnership of the Delaware LP (then named IAN.com, LP) dated as of September 30, 2003, as amended by the First Amendment thereto dated as of February 5, 2010 and the Second Amendment thereto dated as of April 25, 2011
D-8
ANNEX E
AUTHORIZING RESOLUTIONS
As the context requires, the following documents are collectively referred to as the “Authorizing Resolutions” or as the “Authorizing Resolutions” of the Delaware Company to which they relate:
1. | Resolutions of the Board of Directors of Expedia Group, Inc. (the “Board”) adopted at a meeting held on June 24, 2020, relating to the 2023 Notes Indenture and the 2027 Notes Indenture |
2. | Unanimous Written Consent of the Executive Committee of the Board of Expedia Group, Inc. dated July 6, 2020, relating to the 2023 Notes Indenture and the 2027 Notes Indenture |
3. | Unanimous Written Consent of Certain Subsidiaries of Expedia Group, Inc. dated July 7, 2020, relating to the 2023 Notes Indenture and the 2027 Notes Indenture |
4. | Resolutions of the Board adopted at a meeting of the Board held on August 8, 2005 |
5. | Resolutions of the Board adopted at a meeting held on December 16, 2020, relating to the 2031 Notes Indenture |
6. | Unanimous Written Consent of the Executive Committee of the Board of Expedia Group, Inc. dated February 16, 2021, relating to the 2031 Notes Indenture |
7. | Unanimous Written Consent of Certain Subsidiaries of Expedia Group, Inc. dated February 16, 2021, relating to the 2031 Notes Indenture |
8. | Written Consent of the Pricing Committee of the Board of Directors of Expedia Group, Inc. dated March 3, 2021, relating to the 2031 Notes Indenture |
E-1
Exhibit 5.4
Sun Trust Plaza | ||
401 Commerce Street | ||
Suite 800 | ||
Nashville, TN 37219-2490 | ||
(615) 244-5200 | ||
(615) 782-2371 FAX | ||
May 7, 2021 | ||
A. Stuart Campbell | ||
(615) 782-2248 | ||
stuart.campbell@stites.com |
Expedia Group, Inc. |
1111 Expedia Group Way W. |
Seattle, Washington 98119 |
Re: | Registration Statement on Form S-4 |
Ladies and Gentlemen:
We are issuing this opinion letter in our capacity as special counsel in the State of Tennessee (the “State”) to OWW Fulfillment Services, Inc., a Tennessee corporation (the “Tennessee Guarantor”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by Expedia Group, Inc., a Delaware corporation (“Expedia”), on May 7, 2021, with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended (the “Act”), relating to (i) an offer to exchange an aggregate principal amount of up to Five Hundred Million Dollars ($500,000,000) aggregate amount of Expedia’s outstanding 3.600% Senior Notes due 2023 (the “2023 Old Notes”) and the related guarantees (the “2023 Old Note Guarantees”) for an equal principal amount of Expedia’s 3.600% Senior Notes due 2023 (the “2023 Exchange Notes”) and the related guarantees (the “2023 Exchange Note Guarantees”); by certain subsidiaries of Expedia, including without limitation the Tennessee Guarantor, pursuant to the 2023 Indenture (as defined below), in each case the sale of which will be registered under the Act, (ii) an offer to exchange an aggregate principal amount of up to Seven Hundred Fifty Million Dollars ($750,000,000) aggregate amount of Expedia’s outstanding 4.625% Senior Notes due 2027 (the “2027 Old Notes”) and the related guarantees (the “2027 Old Note Guarantees”) for an equal principal amount of Expedia’s 3.600% Senior Notes due 2027 (the “2027 Exchange Notes”) and the related guarantees (the “2027 Exchange Note Guarantees”); by certain subsidiaries of Expedia, including without limitation the Tennessee Guarantor, pursuant to the 2027 Indenture (as defined below), in each case the sale of which will be registered under the Act, and (iii) an offer to exchange an aggregate principal amount of up to One Billion Dollars ($1,000,000,000) aggregate amount of Expedia’s outstanding 2.950% Senior Notes due 2031 (the “2031 Old Notes”) and the related guarantees (the “2031 Old Note Guarantees”) for an equal principal amount of Expedia’s 3.600% Senior Notes due 2031 (the “2031 Exchange Notes”, and, together with the 2023 Exchange Notes and the 2027 Exchange Notes, the “Exchange Notes”) and the related guarantees (the “2031 Exchange Note Guarantees”, and, together with the 2023 Exchange Note Guarantees and the 2027 Exchange Note Guarantees, the “Exchange Note Guarantees”); by certain subsidiaries of Expedia, including without limitation the Tennessee Guarantor, pursuant to the 2031 Indenture (as defined below), in each case the sale of which will be registered under the Act. The 2023 Old Notes and the 2023 Old Note Guarantees were issued, and the 2023 Exchange Notes and the 2023 Exchange Note Guarantees will be issued, under an Indenture dated July 14, 2020 (the “2023 Indenture”) among Expedia, the Tennessee Guarantor, other guarantors thereunder, and U.S. Bank National Association, as trustee, the 2027 Old Notes and the 2027 Old Note Guarantees were issued, and the 2027 Exchange Notes and the 2027 Exchange Note Guarantees will be issued, under an Indenture dated July 14, 2020 (the “2027 Indenture”) among Expedia, the Tennessee Guarantor, other guarantors thereunder, and U.S. Bank National Association, as trustee, and the 2031 Old Notes and the 2031 Old Note Guarantees were issued, and the 2031 Exchange Notes and the 2031 Exchange Note Guarantees will be issued, under an Indenture dated March 3, 2021 (the “2031 Indenture” and, together with the 2023 Indenture and the 2027 Indenture, the “Indentures”) among Expedia, the Tennessee Guarantor, other guarantors thereunder, and U.S. Bank National Association, as trustee.
Page 2
I. Documents Reviewed and Defined Terms
Corporate Documents. We have examined executed originals or copies certified or otherwise identified to our satisfaction of the following documents (the “Corporate Documents”):
(1) | The Tennessee Guarantor’s Articles of Incorporation, as amended to date, as certified by the Secretary of State of Tennessee on March 26, 2020; |
(2) | The Tennessee Guarantor’s Bylaws, as amended to date; |
(3) | Resolutions adopted on July 7, 2020 and February 16, 2021, by the Tennessee Guarantor relating to the authorization, execution and delivery by the Tennessee Guarantor of the Indentures and the consummation of the transactions contemplated by the Indentures; |
(4) | Certificate of Existence, dated April 29, 2021, for the Tennessee Guarantor, issued by the Secretary of State of Tennessee (“Certificate of Existence”); |
(5) | Certificate of the Secretary of the Tennessee Guarantor with respect to the foregoing documents and other factual matters, dated March 3, 2021 (“Opinion Certificate”); and |
(6) | The Indentures. |
II. Assumptions
We do not regularly represent the Tennessee Guarantor and we have been retained solely for the purpose of rendering this opinion in connection with the Exchange Note Guarantee of the Tennessee Guarantor.
We have made no independent investigation as to factual matters, except as expressly stated herein. With respect to factual matters, and without independent investigation, we have relied upon and assumed the accuracy and completeness of (i) the Opinion Certificate and (ii) certificates and other documents obtained from public officials.
Page 3
We have assumed the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, photostatic, or conformed copies, and the authenticity of the originals of such documents. We also have assumed the due authorization by all parties other than the Tennessee Guarantor, and the execution and delivery of all documents to be delivered by all parties, and the validity and binding effect of those documents with respect to any such party.
III. Opinions
Based upon the foregoing, and subject to the limitations and qualifications set forth herein, it is our opinion that:
1. The Tennessee Guarantor is a corporation validly existing and in good standing under the laws of the State.
2. The Tennessee Guarantor has the corporate power and authority to execute and deliver the Indentures, to perform its obligations thereunder and to guarantee the Exchange Notes pursuant to the Exchange Note Guarantees of the Tennessee Guarantor.
3. The Tennessee Guarantor’s guarantee of the Exchange Notes pursuant to the Exchange Note Guarantees of the Tennessee Guarantor have been duly authorized by the Tennessee Guarantor and the Indentures have been duly authorized, executed and delivered by the Tennessee Guarantor.
IV. Qualifications and Limitations
Our opinions are limited by and subject to the following:
(a) Our opinions are based solely upon the laws of the State. We express no opinion concerning the laws of any other jurisdiction or whether such laws may apply, under a conflict of laws analysis or otherwise. We express no opinion as to matters relating to securities or blue sky laws of any jurisdiction or any rules or regulations thereunder.
(b) We express no opinion as to the enforceability of the Exchange Note Guarantees, the Indentures or any other documents executed in connection therewith.
(c) We call to your attention that to the extent the Exchange Note Guarantees of the Tennessee Guarantor are deemed to be a “distribution” pursuant to Tennessee Code Annotated 48-16-401, the Tennessee Guarantor’s authority to guarantee is subject to certain financial standards provided therein.
Page 4
(d) The opinion expressed herein with respect to the existence and/or good standing of the Tennessee Guarantor is based solely on the Certificate of Existence as to factual matters and legal conclusions set forth therein.
(e) We express no opinion as to any matter not specifically stated to be and numbered as an opinion, and we undertake no obligation to advise you of legal or factual changes affecting this opinion that occur after the date of this letter.
This opinion is for your benefit and may be relied upon only by you and as further provided herein. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, as amended, and any additional amendments thereto including any and all post-effective amendments. In addition, we consent to the reliance by Wachtell, Lipton, Rosen & Katz as to matters of Tennessee law upon this opinion letter in connection with the rendering of its opinion of even date herewith concerning the Exchange Notes and the Exchange Note Guarantees of the Tennessee Guarantor, but only to the extent of the opinions specifically set forth herein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours, | |
/s/ STITES & HARBISON, PLLC | |
ASC
Exhibit 5.5
May 7, 2021
Expedia, Inc.
1111 Expedia Group Way W.
Seattle, WA 98119
Re: | Expedia Group, Inc. Corporation Registration Statement on Form S-4 initially filed on May 7, 2021 |
Ladies and Gentlemen:
We have acted as special counsel to Expedia, Inc., a Washington corporation (“Expedia WA”), Cruise, LLC, a Washington limited liability company (“Cruise”), Hotels.com, L.P., a Texas limited partnership (“Hotels LP”), and Hotels.com, GP, LLC, a Texas limited liability company (“Hotels LLC” and, with Expedia WA, Cruise and Hotels LP, each a “Company” and collectively, the “Companies”), in connection with the guarantees by the Companies of the Exchange Notes (as defined below). Each Company is one of several guarantors (such guarantors, including the Companies, are hereinafter collectively referred to as the “Subsidiary Guarantors”) in connection with a registration statement on Form S-4 filed by the Companies’ ultimate parent company, Expedia Group, Inc., a Delaware corporation (the “Parent”), and the Subsidiary Guarantors with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on May 7, 2021 (the “Registration Statement”). The Parent will exchange up to (i) $500,000,000 aggregate principal amount of the Parent’s outstanding 3.600% Senior Notes due 2023 (the “Old 2023 Notes”), (ii) $750,000,000 aggregate principal amount of the Parent’s outstanding 4.625% Senior Notes due 2027 (the “Old 2027 Notes”) and (iii) $1,000,000,000 aggregate principal amount of the Parent’s outstanding 2.950% Senior Notes due 2031 (the “Old 2031 Notes” and, together with the Old 2023 notes and Old 2027 Notes, the “Old Notes”) and related guarantees for (x) an equal principal amount of the Parent’s 3.600% Senior Notes due 2023 (the “2023 Exchange Notes”), 4.625% Senior Notes due 2027 (the “2027 Exchange Notes”) and 2.950% Senior Notes due 2031 (the “2031 Exchange Notes” and, together with the 2023 Exchange Notes and 2027 Exchange Notes, the “Exchange Notes”) and (y) related guarantees of the Subsidiary Guarantors pursuant to the Indentures (as defined below), in each case registered under the Securities Act. We understand that the Exchange Notes will represent the same debt as the Old Notes and the Parent will issue (i) the 2023 Exchange Notes under the same Indenture as the Old 2023 Notes (as amended, supplemented or otherwise modified through the date hereof, the “2023 Notes Indenture”), dated July 14, 2020, by and among the Parent, the Subsidiary Guarantors party thereto and U.S. Bank National Association, as trustee, (ii) the 2027 Exchange Notes under the same Indenture as the Old 2027 Notes (as amended, supplemented or otherwise modified through the date hereof, the “2027 Notes Indenture”), dated July 14, 2020, by and among the Parent, the Subsidiary Guarantors party thereto and U.S. Bank National Association, as trustee, and (iii) the 2031 Exchange Notes under the same Indenture as the Old 2031 Notes (as amended, supplemented or otherwise modified through the date hereof, the “2031 Notes Indenture” and, together with the 2023 Notes Indenture and the 2027 Notes Indenture, the “Indentures”), dated March 3, 2021, by and among the Parent, the Subsidiary Guarantors party thereto and U.S. Bank National Association, as trustee.
Expedia, Inc.
May 7, 2021
Page 2
In connection with this opinion letter, we have examined originals or copies of such documents, records, certificates of public officials and certificates of officers of the Companies as we have considered necessary to provide a basis for the opinions expressed herein, including the following:
1. | Executed copies of the Indentures (including the related guarantees and forms of notes) as provided to us by the Companies; |
2. | The Registration Statement; |
3. | Restated Articles of Incorporation of Expedia WA, as amended, as certified by an officer of Expedia WA to be a true and complete copy of such Restated Articles of Incorporation, as amended, as of the date hereof; |
4. | Bylaws of Expedia WA, as amended, as certified by an officer of Expedia WA to be a true and complete copy of such Bylaws, as amended, as of the date hereof; |
5. | Certificate of Formation of Cruise, as certified by an officer of Cruise to be a true and complete copy of such Certificate of Formation as of the date hereof; |
6. | Operating Agreement of Cruise, as certified by an officer of Cruise to be a true and complete copy of such Operating Agreement as of the date hereof; |
7. | Certificate of Limited Partnership of Hotels LP, as amended, as certified by an officer of Hotels LP to be a true and complete copy of such Certificate of Limited Partnership of Hotels LP, as amended, as of the date hereof; | |
8. | Agreement of Limited Partnership of Hotels LP, as amended, as certified by an officer of Hotels LP to be a true and complete copy of such Agreement of Limited Partnership of Hotels LP, as amended, as of the date hereof; | |
9. | Articles of Organization of Hotels LLC, as amended, as certified by a manager of Hotels LLC to be a true and complete copy of such Articles of Organization of Hotels LLC, as amended, as of the date hereof; | |
10. | Amended and Restated Limited Liability Company Agreement of Hotels LLC, as certified by a manager of Hotels LLC to be a true and complete copy of such Amended and Restated Limited Liability Company Agreement of Hotels LLC, as of the date hereof; |
Expedia, Inc.
May 7, 2021
Page 3
11. | Certificate of Existence or Certificate of Fact, as the case may be, for each of the Companies, issued by the Washington Secretary of State or the Texas Secretary of State, as the case may be, dated April 20, 2021 and a bringdown letter for each of the Companies with respect to the State of Washington or the State of Texas, as the case may be, issued by CT Corporation, dated May 7, 2021 (collectively, the “Certificates of Existence”); | |
12. | Resolutions of the Board of Directors (or a committee thereof) of Expedia WA, certified by an officer of Expedia WA as of the date hereof; |
13. | Resolutions of the sole member of Cruise, certified by an officer of Cruise as of the date hereof; |
14. | Resolutions of the General Partner of Hotels LP, certified by an officer of Hotels LP as of the date hereof; and |
15. | Resolutions of the sole member of Hotels LLC, certified by an officer of Hotels LLC as of the date hereof. |
The documents listed in items 1 through 2 above are herein collectively referred to as the “Transaction Documents.”
As to matters of fact material to the opinions expressed herein, we have relied on (a) information in the Certificates of Existence (and all opinions based on these documents are as of the applicable dates of such documents and not as of the date of this opinion letter) and (b) information provided in certificates of officers of the Companies. We have not independently verified the facts so relied on.
We have relied, without investigation, on the following assumptions:
1. | Original documents reviewed by us are authentic, copies of original documents reviewed by us conform to the originals, and all signatures on executed documents are genuine. |
2. | When the Exchange Notes (and related guarantees) proposed to be issued pursuant to the terms of the Indentures are issued, they will conform to the description of the 3.600% Senior Notes Due 2023, 4.625% Senior Notes Due 2027 and 2.950% Senior Notes Due 2031 (and related guarantees) in the Registration Statement. |
3. | All individuals have sufficient legal capacity to perform their functions with respect to the Transaction Documents and the transactions contemplated by the Transaction Documents. |
Expedia, Inc.
May 7, 2021
Page 4
Based on the foregoing and subject to the qualifications and exclusions stated herein, we express the following opinions:
1. | Each Company is validly existing as a corporation, limited liability company or limited partnership, as the case may be, under the laws of the State of Washington or the State of Texas, as the case may be, and has the necessary corporate, limited liability company or limited partnership power, as the case may be, and authority to guarantee the Exchange Notes pursuant to the terms of the Indentures. |
2. | Each Company’s guarantee of the Exchange Notes pursuant to the terms of the Indentures have been duly authorized by all necessary corporate or limited liability company action, as the case may be, and the Indentures have been validly authorized, executed and delivered by the Companies. |
For purposes of expressing the opinions herein, we have examined the laws of the State of Washington and the State of Texas, and our opinions are limited to such laws.
The opinions expressed herein (a) are limited to matters expressly stated herein, and no other opinions may be implied or inferred and (b) are as of the date hereof (except as otherwise noted above). We disclaim any undertaking or obligation to update these opinions for events and circumstances occurring after the date hereof or as to facts relating to prior events that are subsequently brought to our attention.
Wachtell, Lipton, Rosen & Katz may rely on the opinions expressed herein as if this opinion were addressed directly to it. You may refer to and produce a copy of this opinion letter in connection with the assertion of a defense as to which this opinion letter is relevant and necessary and in response to a court order. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any amendments thereto, including any and all post-effective amendments, and to the reference to our firm under the caption “Legal Matters” in the prospectus or any prospectus supplement which is part of the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act or the related rules and regulations of the SEC promulgated thereunder.
Very truly yours, | |
/s/ PERKINS COIE LLP |
Exhibit 23.6
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4) and related Prospectus of Expedia Group, Inc. for the registration of debt securities and to the incorporation by reference therein of our reports dated February 11, 2021, with respect to the consolidated financial statements of Expedia Group, Inc., and the effectiveness of internal control over financial reporting of Expedia Group, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Seattle, Washington
May 6, 2021
Exhibit 25.1
securities and exchange commission
Washington, D.C. 20549
FORM T-1
Statement of Eligibility Under
The Trust Indenture Act of 1939 of a
Corporation Designated to Act as Trustee
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2) ¨
U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)
31-0841368
(I.R.S. Employer Identification No.)
800 Nicollet Mall Minneapolis, Minnesota |
55402 |
(Address of principal executive offices) | (Zip Code) |
Thomas Zrust
U.S. Bank National Association
1420 Fifth Avenue, 7th Floor
Seattle, WA 98101
(206) 344-4687
(Name, address and telephone number of agent for service)
Expedia Group, Inc.
(Issuer with respect to the Securities)
Delaware | 20-2705720 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1111 Expedia Group Way W. Seattle, WA |
98119 |
(Address of Principal Executive Offices) | (Zip Code) |
3.600% Senior Notes Due 2023
4.625% Senior Notes Due 2027
2.950% Senior Notes Due 2031
(Title of the Indenture Securities)
TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its Charter |
State or Other Jurisdiction of Incorporation or Organization |
I.R.S. Employer |
BedandBreakfast.com, Inc. | Colorado | 45-0489609 |
CarRentals.com, Inc. | Nevada | 35-2519390 |
Cruise, LLC | Washington | 47-3225083 |
EAN.com, LP | Delaware | 42-1612329 |
Egencia LLC | Nevada | 02-0629848 |
Expedia Group Commerce, Inc. | Delaware | 35-2650158 |
Expedia, Inc. | Washington | 91-1996083 |
Expedia LX Partner Business, Inc. | Delaware | 81-0854713 |
Higher Power Nutrition Common Holdings, LLC | Delaware | 20-5112832 |
HomeAway Software, Inc. | Delaware | 27-3481581 |
HomeAway.com, Inc. | Delaware | 20-2208029 |
Hotels.com GP, LLC | Texas | 75-2942059 |
Hotels.com, L.P. | Texas | 75-2942061 |
Hotwire, Inc. | Delaware | 74-2938016 |
HRN 99 Holdings, LLC | New York | 13-4179783 |
Interactive Affiliate Network, LLC | Delaware | 42-1612328 |
LEMS I LLC | Delaware | 84-2926169 |
LEXE Marginco, LLC | Delaware | 00-0000000 |
LEXEB, LLC | Delaware | 00-0000000 |
Liberty Protein, Inc. | Delaware | 26-1632511 |
Neat Group Corporation | Delaware | 01-0774064 |
O Holdings Inc. | Delaware | 61-1463518 |
Orbitz Financial Corp. | Delaware | 26-2353363 |
Orbitz for Business, Inc. | Delaware | 20-5280097 |
Orbitz, Inc. | Delaware | 52-2237052 |
Orbitz, LLC | Delaware | 36-4349713 |
Orbitz Travel Insurance Services, LLC | Delaware | 30-0452979 |
Orbitz Worldwide, Inc. | Delaware | 20-5337455 |
Orbitz Worldwide, LLC | Delaware | 26-0331198 |
OWW Fulfillment Services, Inc. | Tennessee | 62-1149420 |
Travelscape, LLC | Nevada | 88-0392667 |
Trip Network, Inc. | Delaware | 22-3768144 |
VRBO Holdings, Inc. | Delaware | 81-1215345 |
WWTE, Inc. | Nevada | 20-3014378 |
1111 Expedia Group Way W. Seattle, Washington |
98119 |
(Address of principal executive offices) | (Zip code) |
3.600% Senior Notes Due 2023 (Title of the indenture securities)
|
2
FORM T-1
Item 1. | GENERAL INFORMATION. Furnish the following information as to the Trustee. |
a) | Name and address of each examining or supervising authority to which it is subject. |
Comptroller of the Currency
Washington, D.C.
b) | Whether it is authorized to exercise corporate trust powers. |
Yes
Item 2. | AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. |
None
Items 3-15 | Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. |
Item 16. | LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. |
1. | A copy of the Articles of Association of the Trustee.* |
2. | A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2. |
3. | A copy of the certificate of authority of the Trustee to exercise corporate trust powers, attached as Exhibit 3. |
4. | A copy of the existing bylaws of the Trustee.** |
5. | A copy of each Indenture referred to in Item 4. Not applicable. |
6. | The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. |
7. | Report of Condition of the Trustee as of December 31, 2020 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. |
* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.
** Incorporated by reference to Exhibit 25.1 to registration statement on form S-3ASR, Registration Number 333-199863 filed on November 5, 2014.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Seattle, State of Washington on the 7th of May, 2021.
By: | /s/ Thomas Zrust | |
Thomas Zrust | ||
Vice President |
2
Exhibit 2
C J Office of tho Comptroller of the Currency Washington. DC 20210 CERTIFICATE OF CORPORATE EXISTENCE 1. Brian Brooks. Acting Comptroller of the Currency, do hereby certify that: 1 The Comptroller of the Currency, pursuant to Revised Statutes 324. et seq. as amended, and 12 USC 1. et seq. as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations 2. "U.S. Bank National Association," Cincinnati. Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate. IN TESTIMONY WHEREOF, today. December 4. 2020.1 have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington. District of Columbia Acting Comptroller of the C urrency
3
Exhibit 3
K J Office of the Comptroller of the Currency Washington. DC 20219 CERTIFICATE OF FIDUCIARY POWERS 1. Brian Brooks. Acting Comptroller of the Currency, do hereby certify that: 1 The Office of the Comptroller of the Currency, pursuant to Revised Statutes 324. et seq. as amended, and 12 USC 1. et seq. as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations. 2. "U.S. Bank National Association. Cincinnati. Ohio (Charter No. 24). was granted. under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962. 76 Stat. 668. 12 USC 92a. and that the authority so granted remains in full force and effect on the date of this certificate. IN TESTIMONY WHEREOF, today. December 4. 2020? I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington. District of Columbia. Acting Comptroller of the Currency X&intf*X
4
Exhibit 6
CONSENT
In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
Date: May 7, 2021
By: | /s/ Thomas Zrust | |
Thomas Zrust | ||
Vice President |
5
Exhibit 7
U.S. Bank National Association
Statement of Financial Condition
As of 12/31/2020
($000’s)
12/31/2020 | ||||
Assets | ||||
Cash and Balances Due From Depository Institutions | $ | 62,424,852 | ||
Securities | 135,372,305 | |||
Federal Funds | 149 | |||
Loans & Lease Financing Receivables | 299,153,643 | |||
Fixed Assets | 7,454,095 | |||
Intangible Assets | 12,786,750 | |||
Other Assets | 27,582,366 | |||
Total Assets | $ | 544,774,160 | ||
Liabilities | ||||
Deposits | $ | 442,835,836 | ||
Fed Funds | 1,175,229 | |||
Treasury Demand Notes | 0 | |||
Trading Liabilities | 1,036,903 | |||
Other Borrowed Money | 27,992,840 | |||
Acceptances | 0 | |||
Subordinated Notes and Debentures | 3,850,000 | |||
Other Liabilities | 14,494,315 | |||
Total Liabilities | $ | 491,385,123 | ||
Equity | ||||
Common and Preferred Stock | 18,200 | |||
Surplus | 14,266,915 | |||
Undivided Profits | 38,303,599 | |||
Minority Interest in Subsidiaries | 800,323 | |||
Total Equity Capital | $ | 53,389,037 | ||
Total Liabilities and Equity Capital | $ | 544,774,160 |
6
Exhibit 99.1
EXPEDIA GROUP, INC.
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
$500,000,000 AGGREGATE PRINCIPAL AMOUNT OF 3.600% SENIOR NOTES DUE 2023, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR
A LIKE PRINCIPAL AMOUNT OF 3.600% SENIOR NOTES DUE 2023
$750,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.625% SENIOR NOTES DUE 2027, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR
A LIKE PRINCIPAL AMOUNT OF 4.625% SENIOR NOTES DUE 2027
$1,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF 2.950% SENIOR NOTES DUE 2031, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR
A LIKE PRINCIPAL AMOUNT OF 2.950% SENIOR NOTES DUE 2031
THE EXCHANGE OFFER
AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON
(THE “EXPIRATION DATE”) UNLESS EXTENDED.
The Exchange Agent is:
U.S. Bank National Association
By Mail:
U.S. Bank National Association |
By Registered, Certified or Express Mail
U.S. Bank National Association |
By Facsimile
U.S. Bank National Association |
Delivery of this Letter of Transmittal to an address other than as set forth above will not constitute a valid delivery. Only hard copies of this Letter of Transmittal or presentations via ATOP through the Depository Trust Company will be accepted.
Questions and requests for assistance or for additional copies of the Prospectus or of the Letter of Transmittal and or related materials must be directed to the Exchange Agent by calling (651) 466-7150.
The undersigned acknowledges receipt of the Prospectus dated , 2021 (the “Prospectus”) of Expedia Group, Inc. (the “Issuer”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Issuer’s offer (the “Exchange Offer”) to exchange its 3.600% Senior Notes due 2023 (the “2023 Exchange Notes”), 4.625% Senior Notes due 2027 (the “2027 Exchange Notes”) and 2.950% Senior Notes due 2031 (the “2031 Exchange Notes,” and together with the 2023 Exchange Notes and the 2027 Exchange Notes, the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”) for its outstanding 3.600% Senior Notes due 2023 that were issued in a private placement (the “2023 Old Notes”), 4.625% Senior Notes due 2027 that were issued in a private placement (the “2027 Old Notes”) and 2.950% Senior Notes due 2031 that were issued in a private placement (the “2031 Old Notes,” and together with the 2023 Old Notes and the 2027 Old Notes, the “Old Notes”), respectively, from the holders thereof.
The Old Notes are unconditionally guaranteed (the “Old Guarantees”) by the subsidiary guarantors specified in the Prospectus (the “Guarantors”), and the Exchange Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors. Upon the terms and subject to the conditions set forth in the Prospectus and this Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Old Guarantees of the Old Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this Letter of Transmittal, unless the context otherwise requires and whether so expressed or not, references to the “Exchange Offer” include the Guarantors’ offer to exchange the New Guarantees for the Old Guarantees, references to the “Exchange Notes” include the related New Guarantees and references to the “Old Notes” include the related Old Guarantees.
The terms of the Exchange Notes are substantially identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, the issuance of the Exchange Notes is registered under the Securities Act and the Exchange Notes are freely transferrable by the holders thereof, upon the terms and subject to the conditions of the enclosed Prospectus and the related Letter of Transmittal, are not entitled to registration rights and do have the right to earn additional interest under circumstances relating to the Issuer’s and the Guarantors’ registration obligations.
The Issuer is not making the Exchange Offer to holders of the Old Notes in any jurisdiction in which the Exchange Offer or the acceptance of the Exchange Offer would not be in compliance with the securities or blue sky laws of such jurisdiction. The Issuer also will not accept surrenders for exchange from holders of the Old Notes in any jurisdiction in which the Exchange Offer or the acceptance of the Exchange Offer would not be in compliance with the securities or blue sky laws of such jurisdiction.
Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS RELATING TO THE PROCEDURE FOR TENDERING AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.
2
PLEASE READ THE ENTIRE
LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF OLD NOTES TENDERED HEREWITH | |||
Name(s) and
Address(es) of Registered Holder(s) (Please fill in) |
Certificate
Number(s)* |
Aggregate
Principal Amount Represented by Old Notes* |
Principal
Amount Tendered** |
Total: | |||
* Need not be completed by book-entry holders. ** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. See instruction 2. |
Holders of Old Notes whose Old Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus.
Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Old Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Old Notes are held of record by The Depository Trust Company (“DTC”).
3
¨ | CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING: |
Name of Registered Holder(s):
Name of Eligible Guarantor Institution that Guaranteed Delivery:
Date of Execution of Notice of Guaranteed Delivery:
If Delivered by Book-Entry Transfer:
Name of Tendering Institution:
Account Number:
Transaction Code Number:
¨ | CHECK HERE IF EXCHANGE NOTES ARE TO BE ISSUED TO A PERSON OTHER THAN THE PERSON SIGNING THIS LETTER OF TRANSMITTAL: |
Name:
Address:
¨ | CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO AN ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL: |
Name:
Address:
¨ | CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED OLD NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. |
Name:
Address:
4
The undersigned represents that it is not engaged
in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver (or, to the extent permitted by law, make available) a prospectus in connection with any resale
of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer
with respect to Old Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is
an “affiliate” of the Issuer or who has an arrangement or understanding with respect to the distribution of the Exchange
Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer that purchased Old Notes from the Issuer to resell pursuant
to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration
and prospectus delivery requirements under the Securities Act.
5
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the principal amount of the Old Notes indicated above. Unless otherwise indicated above, the undersigned will be deemed to have tendered the full aggregate principal amount represented by the Old Notes. Subject to, and effective upon, the acceptance for exchange of any portion of the Old Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Issuer all right, title and interest in and to such Old Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuer, in connection with the Exchange Offer) to cause the Old Notes to be assigned, transferred and exchanged.
The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Old Notes and to acquire Exchange Notes issuable upon the exchange of such tendered Old Notes, and that, when the same are accepted for exchange, the Issuer will acquire good and unencumbered title to the tendered Old Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuer to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Old Notes or transfer ownership of such Old Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Old Notes by the Issuer and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Issuer of its obligations under the Registration Rights Agreements, dated as of July 14, 2020 (the “2023 Registration Rights Agreement”), by and among Issuer, the guarantors party thereto and J.P. Morgan Securities LLC as representative of the initial purchasers named in the Purchase Agreement (as defined in the 2023 Registration Rights Agreement) relating to the 2023 Old Notes; dated as of July 14, 2020 (the “2027 Registration Rights Agreement”), by and among Issuer, the guarantors party thereto and J.P. Morgan Securities LLC as representative of the initial purchasers named in the Purchase Agreement (as defined in the 2027 Registration Rights Agreement) relating to the 2027 Old Notes; and dated as of March 3, 2021 (the “2031 Registration Rights Agreement,” and together with the 2023 Registration Rights Agreement and the 2027 Registration Rights Agreement, the “Registration Rights Agreements”), by and among Issuer, the guarantors party thereto the guarantors party thereto and J.P. Morgan Securities LLC, BofA Securities, Inc. and Goldman Sachs & Co. LLC as representatives of the initial purchasers named in the Purchase Agreement (as defined in the 2031 Registration Rights Agreement), and that the Issuer shall have no further obligations or liabilities thereunder. The undersigned will comply with its obligations under the Registration Rights Agreements.
The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Issuer’s acceptance for exchange of such tendered Old Notes, constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Issuer may not be required to accept for exchange any of the Old Notes.
By tendering Old Notes and executing this Letter of Transmittal, the undersigned represents that (i) the holder is acquiring the Exchange Notes in its ordinary course of business; (ii) the holder has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the Exchange Notes; (iii) the holder is not engaged in, and does not intend to engage in, a distribution (within the meaning of the Securities Act) of the Exchange Notes; (iv) the holder is not an “affiliate” (as such term is defined under Rule 405 under the Securities Act) of the Issuer or the Guarantors; and (v) the holder is not acting on behalf of any person or entity who could not truthfully make these statements. If the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Exchange Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver (or, to the extent permitted by law, make available) a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
6
The undersigned understands that all resales of the Exchange Notes must be made in compliance with applicable state securities or blue sky laws. If a resale does not qualify for an exemption from these laws, the undersigned acknowledges that it may be necessary to register or qualify the Exchange Notes in a particular state or to make the resale through a licensed broker-dealer in order to comply with these laws. The undersigned further understands that the Issuer assumes no responsibility regarding compliance with state securities or Blue Sky laws in connection with resales.
7
Any holder of Old Notes using the Exchange Offer to participate in a distribution of the Exchange Notes (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available April 13, 1989) or similar interpretive letters and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction.
All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Prospectus, this tender is irrevocable but tendered Old Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal.
Certificates for all Exchange Notes delivered in exchange for tendered Old Notes and any Old Notes delivered herewith but not exchanged, in each case if registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.
The undersigned, by completing the box entitled “Description of Old Notes Tendered Herewith” above and signing this letter, will be deemed to have tendered the Old Notes as set forth in such box.
8
TENDERING HOLDER(S) SIGN HERE
Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for Old Notes hereby tendered or in whose name Old Notes are registered on the books of DTC or one of its participants, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 3.
(Signature(s) of Holder(s)) |
Date | |
Name(s) | |
(Please Print) |
Capacity (full title) |
Address | |
(Including Zip Code) |
Daytime Area Code and Telephone No. |
Taxpayer Identification No. | |
GUARANTEE OF SIGNATURE(S) | |
(If Required—See Instruction 3) |
Authorized Signature |
Dated | |
Name | |
Title |
Name of Firm |
Address of Firm | |
(Include Zip Code) |
Area Code and Telephone No. |
9
SPECIAL ISSUANCE INSTRUCTIONS
To be completed ONLY if Exchange Notes or Old Notes not tendered are to be issued in the name of someone other than the registered holder of the Old Notes whose name(s) appear(s) above?
Issue: ¨ Old Notes not tendered to: ¨ Exchange Notes to:
Name(s) (Please Print)
Address:
(Including Zip Code)
Daytime Area Code and Telephone No.
Taxpayer Identification No. |
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if Exchange Notes or Old Notes not tendered are to be delivered to the registered holder(s) at an address other than that shown above.
Deliver: ¨ Old Notes not tendered to: ¨ Exchange Notes to:
Name(s)
Address:
(Including Zip Code)
Daytime Area Code and Telephone No.
|
10
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. | Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures. |
A holder of Old Notes may tender the same by (i) properly completing and signing this Letter of Transmittal and delivering the same, together with the certificate or certificates, if applicable, representing the Old Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below.
Holders of Old Notes may tender Old Notes by book-entry transfer by crediting the Old Notes to the Exchange Agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Old Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal or the DTC participant confirms on behalf of itself and the beneficial owners of such Old Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owners as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participants identified in the Agent’s Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.
The method of delivery of this Letter of Transmittal, the Old Notes and any other required documents is at the election and risk of the holder, and except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. In all cases, sufficient time should be allowed to permit timely delivery. No Old Notes or Letters of Transmittal should be sent to the Issuer.
Holders whose Old Notes are not immediately available or who cannot deliver their Old Notes and all other required documents to the Exchange Agent on or prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Old Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Guarantor Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from such Eligible Guarantor Institution a notice of guaranteed delivery, acceptable to the Issuer, by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier), or mail delivery, setting forth the name and address of the tendering holder, the names in which such Old Notes are registered, the certificate numbers of the Old Notes to be tendered, if applicable, and the amount of the Old Notes being tendered. The notice of guaranteed delivery shall state that the tender is being made and guarantee that within three New York Stock Exchange trading days after the Expiration Date, the certificates for all physically tendered Old Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with this properly completed and duly executed Letter of Transmittal or Agent’s Message with any required signature guarantees and any other documents required by this Letter of Transmittal will be deposited by the Eligible Guarantor Institution with the Exchange Agent. The Exchange Agent must receive the certificates for all physically tendered Old Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with this properly completed and duly executed Letter of Transmittal or Agent’s Message with any required signature guarantees and any other documents required by this Letter of Transmittal, within three New York Stock Exchange trading days after the Expiration Date, all as provided in the Prospectus.
No alternative, conditional, irregular or contingent
tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of the Old Notes for exchange.
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2. | Partial Tenders; Withdrawals. |
If less than the entire principal amount of Old Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Old Notes tendered in the box entitled “Description of Old Notes Tendered Herewith.” A newly issued certificate for the Old Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date.
To be effective with respect to the tender of Old Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Issuer notifies the Exchange Agent that they have accepted the tender of Old Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Old Notes to be withdrawn; (iii) identify the Old Notes to be withdrawn (including the principal amount of such Old Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Old Notes and the principal amount of Old Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Old Notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Old Notes promptly following receipt of notice of withdrawal. If Old Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Old Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Issuer, and such determination will be final and binding on all parties.
Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Old Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following one of the procedures described under the caption “Exchange Offer—Procedures for Tendering” in the Prospectus at any time prior to the Expiration Date.
3. | Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures. |
If this Letter of Transmittal is signed by the registered holder(s) of the Old Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Old Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Old Notes.
When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Old Notes) of Old Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.
If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Old Notes listed, such Old Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Issuer and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Old Notes.
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If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuer, proper evidence satisfactory to the Issuer of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution.
Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Old Notes are tendered: (i) by a holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution (as defined below). In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution which is a member of a firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”). If Old Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Old Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Issuer, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.
4. | Special Issuance and Delivery Instructions. |
Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates for Old Notes not exchanged are to be issued or delivered, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification number of the person named must also be indicated and, as described in Instruction 8, a duly completed IRS Form W-9 or IRS Form W-8, as applicable, must be provided. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.
5. | Transfer Taxes. |
Except as otherwise provided in this Instruction 5 or the Registration Rights Agreements, the Issuer shall pay or cause to be paid all transfer taxes, if any, applicable to the transfer and exchange of Old Notes for Exchange Notes pursuant to the Exchange Offer. If, however, certificates representing Exchange Notes or Old Notes for principal amounts not tendered or accepted for exchange are to be registered or issued in the name of any person other than the registered holder of the Old Notes tendered, or if tendered Old Notes are to be registered in the name of any person other than the person signing the Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer and exchange of Old Notes for Exchange Notes pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the applicable holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such applicable holder.
6. | Waiver of Conditions. |
The Issuer reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.
7. | Mutilated, Lost, Stolen or Destroyed Securities. |
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.
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8. | Taxpayer Information; IRS Form W-9; IRS Form W-8. |
Under U.S. federal income tax law, a holder of Exchange Notes may be subject to backup withholding on reportable payments received in respect of the Exchange Notes unless the holder provides the Exchange Agent with its correct taxpayer identification number (“TIN”) and certain other information on Internal Revenue Service (“IRS”) Form W-9, which is provided below, or otherwise establishes an exemption. If the Issuer is not provided with the correct TIN or an adequate basis for an exemption, a holder may be subject to a penalty imposed by the IRS, and backup withholding (currently at a rate of 24%) may apply to any reportable payments made to such holder. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of a person subject to backup withholding will be reduced by the amount withheld. If withholding results in an overpayment of taxes, a refund may be obtained, provided that the required information is timely provided to the IRS.
To prevent backup withholding on reportable payments in respect of the Exchange Notes, each holder that is a U.S. person for U.S. federal income tax purposes must provide a properly completed and executed IRS Form W-9. Please see the instructions to the enclosed IRS Form W-9.
Certain holders (including, among others, corporations and certain non-U.S. persons) are not subject to backup withholding. Exempt U.S. holders may establish their exempt status on IRS Form W-9. A non-U.S. holder may qualify as an exempt recipient by submitting a properly completed Form W-8BEN, W-8ECI, W-8EXP or W-8IMY, as the case may be, signed under penalties of perjury, attesting to that holder’s exempt status. The applicable IRS Form W-8 can be obtained from the IRS website at http://www.irs.gov.
9. | Requests for Assistance or Additional Copies. |
Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above.
IMPORTANT: This Letter of Transmittal (together with certificates of Old Notes or confirmation of book-entry transfer and all other required documents) or a Notice of Guaranteed Delivery must be received by the Exchange Agent on or prior to the Expiration Date.
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Form W-9 (Rev. October 2018) Department of the Treasury Internal RevenueService Request for Taxpayer Identification Number and Certification ►Go to www.irs.gov/FormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. Print or type. See Specific Instructions on page 3 1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. Individual/sole proprietorC CorporationS CorporationPartnershipTrust/estate or single-member LLC Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ► Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. Other (see instructions) ► 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reporting code (if any) (Applies to accounts maintained outside the U.S.) 5 Address (number, street, and apt. or suite no.) See instructions. Requester’s name and address (optional) 6 City, state, and ZIP code 7 List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Social security number –– However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.or Employer identification number – Part II Certification Under penalties of perjury, I certify that: The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and I am a U.S. citizen or other U.S. person (defined below); and The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later. Sign Here Signature of U.S. person ► Date ► General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. Form 1099-INT (interest earned or paid) Form 1099-DIV (dividends, including those from stocks or mutual funds) Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) Form 1099-S (proceeds from real estate transactions) Form 1099-K (merchant card and third party network transactions) Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) Form 1099-C (canceled debt) Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231XForm W-9 (Rev. 10-2018) |
By signing the filled-out form, you: Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), Certify that you are not subject to backup withholding, or Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: An individual who is a U.S. citizen or U.S. resident alien; A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; An estate (other than a foreign estate); or A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States. In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity; In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities). Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. The treaty article addressing the income. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. The type and amount of income that qualifies for the exemption from tax. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: You do not furnish your TIN to the requester, You do not certify your TIN when required (see the instructions for Part II for details), The IRS tells the requester that you furnished an incorrect TIN, The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships, earlier. What is FATCA Reporting? The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form for more information. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies. Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty. Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties. |
Specific Instructions Line 1 You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. Line 2 If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2. Line 3 Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3. Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you. Exempt payee code. Generally, individuals (including sole proprietors) are not exempt from backup withholding. Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions. Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2) 2—The United States or any of its agencies or instrumentalities 3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11—A financial institution 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947 IF the payment is for . . . THEN the payment is exempt for . . . Interest and dividend payments All exempt payees except for 7 Broker transactions Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4 Payments over $600 required to be reported and direct sales over $5,0001 Generally, exempt payees 1 through 52 Payments made in settlement of payment card or third party network transactions Exempt payees 1 through 4 IF the entity/person on line 1 is a(n) . . . THEN check the box for . . . Corporation Corporation Individual Sole proprietorship, or Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes. Individual/sole proprietor or single-member LLC LLC treated as a partnership for U.S. federal tax purposes, LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes. Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation) Partnership Partnership Trust/estate Trust/estate 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. |
Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37) B—The United States or any of its agencies or instrumentalities C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a)(1) M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records. Line 6 Enter your city, state, and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8. Part II. Certification To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. For this type of account: Give name and SSN of: 1. Individual The individual 2. Two or more individuals (joint account) other than an account maintained by an FFI The actual owner of the account or, if combined funds, the first individual on the account1 3. Two or more U.S. persons (joint account maintained by an FFI) Each holder of the account 4. Custodial account of a minor (Uniform Gift to Minors Act) The minor2 5. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law The grantor-trustee1 The actual owner1 |
For this type of account: Give name and SSN of: 6. Sole proprietorship or disregarded entity owned by an individual The owner3 7. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i) (A)) The grantor* For this type of account: Give name and EIN of: 8. Disregarded entity not owned by an individual The owner 9. A valid trust, estate, or pension trust Legal entity4 10. Corporation or LLC electing corporate status on Form 8832 or Form 2553 The corporation 11. Association, club, religious, charitable, educational, or other tax-exempt organization The organization 12. Partnership or multi-member LLC The partnership 13. A broker or registered nominee The broker or nominee 14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments The public entity 15. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B)) The trust If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. 4 List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships, earlier. *Note: The grantor also must provide a Form W-9 to trustee of trust. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Secure Your Tax Records From Identity Theft Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk: Protect your SSN, Ensure your employer is protecting your SSN, and Be careful when choosing a tax preparer. victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information. |
Exhibit 99.2
NOTICE OF GUARANTEED DELIVERY
FOR OFFER TO EXCHANGE
$500,000,000 AGGREGATE PRINCIPAL AMOUNT OF 3.600% SENIOR NOTES DUE 2023, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FOR
A LIKE PRINCIPAL AMOUNT OF OUTSTANDING
3.600% SENIOR NOTES DUE 2023
$750,000,000 AGGREGATE PRINCIPAL AMOUNT OF 4.625% SENIOR NOTES DUE 2027, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FOR
A LIKE PRINCIPAL AMOUNT OF OUTSTANDING
4.625% SENIOR NOTES DUE 2027
$1,000,000,000 AGGREGATE PRINCIPAL AMOUNT OF 2.950% SENIOR NOTES DUE 2031, THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FOR
A LIKE PRINCIPAL AMOUNT OF OUTSTANDING
2.950% SENIOR NOTES DUE 2031
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2021 (THE “EXPIRATION DATE”) UNLESS EXTENDED.
Registered holders of 3.600% Senior Notes due 2023 (the “2023 Outstanding Notes”), 4.625% Senior Notes due 2027 (the “2027 Outstanding Notes”) or 2.950% Senior Notes due 2031 (the “2031 Outstanding Notes,” together with the 2023 Outstanding Notes and the 2027 Outstanding Notes, the “Outstanding Notes”) issued by Expedia Group, Inc., a Delaware corporation, who wish to tender their Outstanding Notes in exchange for a like principal amount of new 3.600% Senior Notes due 2023 (the “2023 Exchange Notes”), new 4.625% Senior Notes due 2027 (the “2027 Exchange Notes”) or new 2.950% Senior Notes due 2031 (the “2031 Exchange Notes,” together with the 2023 Exchange Notes and the 2027 Exchange Notes, the “Exchange Notes”), respectively, and whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to U.S. Bank National Association (the “Exchange Agent”) prior to the Expiration Date, may use this Notice of Guaranteed Delivery.
This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mailed to the Exchange Agent. See “Exchange Offers—Guaranteed Delivery Procedures” in the Prospectus.
The Exchange Agent is:
By Mail:
U.S. Bank National Association |
By Facsimile:
U.S. Bank National Association |
By Registered, Certified or Express Mail
U.S. Bank National Association Attention: Specialized Finance Department |
Delivery of this Notice of Guaranteed Delivery to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.
This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible guarantor institution (as defined in the Prospectus), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.
Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Outstanding Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus dated February 24, 2020 of Expedia Group, Inc. (the “Prospectus”), receipt of which is hereby acknowledged.
DESCRIPTION OF OUTSTANDING NOTES TENDERED
Name of Tendering Holder | Name
and address of registered holder as it appears on the Outstanding Notes (Please Print) | Certificate
Number(s) of Outstanding Notes Tendered (or Account Number at Book-Entry Facility) | Principal
Amount of Outstanding Notes Tendered | |||
SIGN HERE
Name of Registered or Acting Holder: | |
Signature(s): |
Name(s) (please print): |
Address: |
Telephone Number: |
Date: | |
If Outstanding Notes will be tendered by book-entry transfer, provide the following information: |
DTC Account Number: |
Date: |
2
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at its address set forth on the reverse hereof, the certificates representing the Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at the book-entry transfer facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the Expiration Date (as defined in the Letter of Transmittal).
Name of Firm:
|
(Authorized Signature) |
Address: (Zip Code) |
Title: (Please type or print) |
Area Code and Telephone No.: |
Date: |
NOTE | DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL. |
3
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