UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) January 23, 2015
EXPEDIA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51447 | 20-2705720 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
333 108th Avenue NE
Bellevue, Washington 98004
(Address of principal executive offices) (Zip code)
(425) 679-7200
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01 | Regulation FD Disclosure. |
On January 23, 2015, Expedia, Inc. (“Expedia”) and Sabre Corporation (“Sabre”) issued a press release announcing the completion of the acquisition by Expedia of the Travelocity brand and other associated assets from Sabre. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
NOTE: The information furnished under Item 7.01 (Regulation FD Disclosure) of Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press release of Expedia, Inc. and Sabre Corporation, dated January 23, 2015. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EXPEDIA, INC. | ||
| By: | /s/ Robert J. Dzielak | |
| Robert J. Dzielak | ||
| Executive Vice President, General Counsel and Secretary | ||
Dated: January 23, 2015
| Exhibit Number |
Description | |
| 99.1 | Press release of Expedia, Inc. and Sabre Corporation, dated January 23, 2015. | |
Exhibit 99.1
Press Release
Sabre and Expedia Announce Expedia’s Acquisition of Travelocity
Expedia, Inc. acquires the Travelocity brand and other associated assets from Sabre Corporation
BELLEVUE, Wash and SOUTHLAKE, Texas – January 23, 2015 – Expedia, Inc. (NASDAQ: EXPE) and Sabre Corporation (NASDAQ: SABR) today announced that Expedia, Inc. has acquired Travelocity from Sabre Corporation for $280 million in cash. The acquisition follows the 2013 strategic marketing agreement between Expedia, Inc. and Travelocity under which Expedia has powered the technology platforms for Travelocity’s US and Canadian websites along with providing Travelocity access to Expedia, Inc.’s supply and customer service program.
“Travelocity is one of the most recognized travel brands in North America, offering thousands of travel destinations to more than 20 million travelers per month,” said Dara Khosrowshahi, Expedia, Inc. President and Chief Executive Officer. “The strategic marketing agreement we’ve had in place has been a marriage of Travelocity’s strong brand with our best-in-class booking platform, supply base, and customer service. Evolving this relationship strengthens the Expedia Inc. family’s ability to continue to innovate and deliver the very best travel experiences to the widest set of travelers, all over the world.”
“Our primary focus at Sabre is to provide mission-critical software solutions to our global airline, hospitality, and travel agency customers – and to help them support their customers every day,” said Tom Klein, Sabre President and Chief Executive Officer. “We have had a long and fruitful partnership with Expedia, most recently by partnering to strengthen the Travelocity business, so our decision to divest Travelocity is a logical next step for us both.”
Forward-looking Statements. This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to expected benefits of the acquisition agreement. These statements are based on management’s expectations as of the date hereof and assumptions which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results and the timing and outcome of events may differ materially from those expressed or implied in the forward-looking statements for a variety of reasons, including, among others, the ability of Expedia, Inc. to successfully implement plans for the Travelocity brand, or meet forecasts and other expectations, as well as other risks detailed in Expedia, Inc.’s public filings with the Securities and Exchange Commission, including Expedia, Inc.’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. Except as required by law, we undertake no obligation to update any forward-looking or other statements in this release, whether as a result of new information, future events or otherwise.
ABOUT EXPEDIA, INC.
Expedia, Inc. is one of the world’s largest travel companies, with an extensive brand portfolio that includes leading online travel brands, such as:
| • | Expedia.com®, the world’s largest full service online travel agency with localized sites in 31 countries |
| • | Hotels.com®, the hotel specialist with localized sites in more than 60 countries |
| • | Hotwire®, a leading discount travel site that offers opaque deals in 12 countries throughout North America, Europe and Asia |
| • | Egencia®, the world’s fifth largest corporate travel management company |
| • | eLong™, a leading mobile and online travel service provider in China |
| • | Venere.com™, an online hotel reservation specialist in Europe |
| • | trivago®, a leading online hotel metasearch company with sites in 49 countries |
| • | The Wotif Group, a leading operator of travel brands in the Asia-Pacific region, including Wotif.com®, lastminute.com.au®, travel.com.au, Asia Web Direct®, LateStays.com, GoDo.com.au and Arnold Travel Technology |
| • | Expedia Local Expert®, a provider of online and in-market concierge services, activities, experiences and ground transportation in hundreds of destinations worldwide |
| • | Classic Vacations®, a top luxury travel specialist |
| • | Expedia® CruiseShipCenters®, a provider of exceptional value and expert advice for travelers booking cruises and vacations through its network of 180 franchise locations across North America |
| • | CarRentals.com™, the premier car rental booking company on the web. |
The company delivers consumers value in leisure and business travel, drives incremental demand and direct bookings to travel suppliers, and provides advertisers the opportunity to reach a highly valuable audience of in-market consumers through Expedia Media Solutions. Expedia also powers bookings for some of the world’s leading airlines and hotels, top consumer brands, high traffic websites, and thousands of active affiliates through Expedia® Affiliate Network. For corporate and industry news and views, visit us at www.expediainc.com or follow us on Twitter @expediainc.
ABOUT SABRE CORPORATION
Sabre® Corporation is a leading technology provider to the global travel and tourism industry. Sabre’s software, data, mobile and distribution solutions are used by hundreds of airlines and thousands of hotel properties to manage critical operations, including passenger and guest reservations, revenue management, flight, network and crew management. Sabre also operates a leading global travel marketplace, which processes more than $100 billion of estimated travel spend annually by connecting travel buyers and suppliers. Headquartered in Southlake, Texas, USA, Sabre operates offices in approximately 60 countries around the world.
FOR MORE INFORMATION:
Expedia, Inc.
Sarah Gavin
(425) 679-8917
sgavin@expedia.com
Sabre Communications
Nancy St. Pierre
682-605-3864
nancy.st.pierre@sabre.com
Expedia, Inc. Investor Relations
(425) 679-3759
ir@expedia.com
Expedia, Inc. Communications
(425) 679-4317
press@expedia.com