SC TO-T

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 14D-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

HOMEAWAY, INC.

(Names of Subject Company)

HMS 1 INC.

(Offeror)

EXPEDIA, INC.

(Parent of Offeror)

(Names of Filing Persons)

COMMON STOCK, $0.0001 PAR VALUE

(Title of Class of Securities)

43739Q100

(CUSIP Number of Class of Securities)

Robert J. Dzielak, Esq.

Executive Vice President, Secretary and General Counsel

Expedia Inc.

333 108th Ave NE,

Bellevue, WA 98004

(425) 679-7251

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Andrew J. Nussbaum, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-2000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$4,317,520,136	$434,774.28

* Estimated solely for the purpose of calculating the registration fee pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, based on the product of (i) $36.57, the average of the high and low sales prices per share of HomeAway common stock on November 11, 2015, as reported by Nasdaq, and (ii) 118,061,803 (the maximum number of shares of HomeAway common stock estimated to be outstanding immediately prior to the consummation of the offer and the mergers (including shares of HomeAway common stock that may become outstanding as a result of the exercise of vested options of HomeAway, full conversion of HomeAway’s 0.125% convertible senior notes due 2019 and full exercise of HomeAway’s outstanding warrants)).

** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals 0.0001007 multiplied by the proposed maximum offering price.

x  Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $314,103	Filing Party: Expedia, Inc.
Form or Registration No.: Form S-4	Date Filed: November 16, 2015

¨  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x  third-party tender offer subject to Rule 14d-1.

¨  issuer tender offer subject to Rule 13e-4.

¨  going-private transaction subject to Rule 13e-3.

¨  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

This Tender Offer Statement on Schedule TO is filed by Expedia, Inc., a Delaware corporation (“Expedia”), and HMS 1 Inc., a Delaware corporation and a direct wholly owned subsidiary of Expedia (the “Offeror”). This Schedule TO relates to the offer by Offeror to exchange for each outstanding share of common stock, $0.0001 par value per share, of HomeAway, Inc., a Delaware corporation (“HomeAway”), (a) $10.15 in cash and (b) 0.2065 of a share of Expedia common stock, plus cash in lieu of any fractional shares in each case, without interest and less any applicable withholding taxes (such consideration, the “transaction consideration,” and such offer, on the terms and subject to the conditions and procedures set forth in the prospectus/offer to exchange, dated November 16, 2015 (the “Prospectus/Offer to Exchange”), and in the related letter of transmittal, together with any amendments or supplements thereto, the “Offer”).

Expedia has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 dated November 16, 2015, relating to the offer and sale of shares of Expedia common stock to be issued to holders of shares of HomeAway common stock validly tendered into the Offer and not validly withdrawn (the “Registration Statement”). The terms and conditions of the Offer are set forth in the Prospectus/Offer to Exchange, which is a part of the Registration Statement, and the related letter of transmittal (the “Letter of Transmittal”), which are filed as Exhibits (a)(4) and (a)(1)(A), respectively, hereto. Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer to Exchange and the Letter of Transmittal, including any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by Expedia or Offeror, is hereby expressly incorporated into this Schedule TO by reference in response to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO. The Agreement and Plan of Reorganization, dated as of November 4, 2015, by and among Expedia, HomeAway, and Offeror, a copy of which is attached as Exhibit (d)(1) to this Schedule TO, is incorporated into this Schedule TO by reference.

Item 1. Summary Term Sheet.

The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Summary” and “Questions and Answers About the Offer and the Mergers” is incorporated into this Schedule TO by reference.

Item 2. Subject Company Information.

(a) The subject company and issuer of the securities subject to the Offer is HomeAway, Inc., a Delaware corporation. Its principal executive office is located at 1011 W. Fifth Street, Suite 300, Austin, Texas 78703 and its telephone number is (512) 684-1101.

(b) As of November 12, 2015, (i)(A) 96,480,107 HomeAway shares were issued and outstanding (including 319,633 HomeAway shares underlying outstanding restricted stock awards), (B) no HomeAway shares were held in treasury, (C) no HomeAway shares were held by the subsidiaries of HomeAway, (D) restricted stock units representing 3,516,959 HomeAway shares were outstanding, (ii) 10,925,344 HomeAway shares were reserved for issuance pursuant to HomeAway’s 2011 Equity Incentive Plan, HomeAway’s 2005 Stock Plan and HomeAway’s 2004 Stock Plan, (iii) such number of HomeAway shares that may from time to time be issuable upon conversion

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of those certain 0.125% convertible senior notes due 2019 in the aggregate principal amount of $402,500,000 were reserved for issuance by resolution of the HomeAway board of directors, (iv) the maximum number of HomeAway shares issuable pursuant to outstanding warrants exercisable for HomeAway common stock was 7,716,046 HomeAway shares, and (v) no shares of the HomeAway’s preferred stock were issued or outstanding.

(c) The information concerning the principal market in which the HomeAway shares are traded and certain high and low sales prices for the HomeAway shares in that principal market is set forth in “Comparative Market Price and Dividend Matters” in the Prospectus/Offer to Exchange and is incorporated into this Schedule TO by reference.

Item 3. Identity and Background of Filing Person.

(a), (b) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Companies—Expedia” and “The Companies—Offeror” are incorporated into this Schedule TO by reference.

(c) The information set forth in Annex C of the Prospectus/Offer to Exchange entitled “Directors and Executive Officers of Expedia and the Offeror” is incorporated into this Schedule TO by reference.

Item 4. Terms of the Transaction.

(a) The information set forth in the Prospectus/Offer to Exchange is incorporated into this Schedule TO by reference.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

(a), (b) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Companies,” “The Offer—Background of the Offer and the Mergers,” “The Offer—Expedia’s Reasons for the Offer and the Mergers,” “The Offer—HomeAway’s Reasons for the Offer and the Mergers; Recommendation of HomeAway’s Board of Directors,” “The Offer—Interests of Certain Persons in the Offer and the Mergers,” “Transaction Agreement” and “The Offer —Certain Relationships with HomeAway” are incorporated into this Schedule TO by reference.

Item 6. Purposes of the Transaction and Plans or Proposals.

(a), (c)(1), (c)(3-7) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Questions and Answers about the Offer and the Mergers,” “The Offer—Background of the Offer and Mergers,” “The Offer—Expedia’s Reasons for the Offer and the Mergers,” “The Offer—Purpose of the Offer and the Mergers,” “The Offer—Plans for HomeAway” and “Transaction Agreement” are incorporated into this Schedule TO by reference.

(c)(2) None.

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Item 7. Source and Amount of Funds or Other Consideration.

(a), (b), (d) The information set forth in the section of the Prospectus/Offer to Exchange entitled “The Offer—Source and Amount of Funds” is incorporated into this Schedule TO by reference.

Item 8. Interest in Securities of the Subject Company.

(a) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Companies,” “The Offer—Background of the Offer and the Mergers,” “The Offer—Expedia’s Reasons for the Offer and the Mergers,” “Transaction Agreement” and “The Offer—Certain Relationships with HomeAway” are incorporated into this Schedule TO by reference.

(b) None.

Item 9. Persons/Assets Retained, Employed, Compensated or Used.

(a) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “The Offer—Procedure for Tendering” and “The Offer—Fees and Expenses” are incorporated into this Schedule TO by reference.

Item 10. Financial Statements.

(a) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Selected Historical Consolidated Financial Data of Expedia,” “Selected Historical Consolidated Financial Data of HomeAway” and “Where to Obtain More Information” are incorporated into this Schedule TO by reference.

(b) The information set forth in the sections of the Prospectus/Offer to Exchange entitled “Selected Unaudited Pro Forma Condensed Combined Financial Data” and “Unaudited Pro Forma Condensed Combined Financial Statements” are incorporated into this Schedule TO by reference.

Item 11. Additional Information.

The information set forth in the Prospectus/Offer to Exchange and the Letter of Transmittal is incorporated into this Schedule TO by reference.

Item 12. Exhibits.

Exhibit No.	Description
(a)(1)(A)	Form of Letter of Transmittal (incorporated by reference to Exhibit 99.2 to Expedia’s Registration Statement on Form S-4 filed on November 16, 2015 (the “Form S-4”))
(a)(1)(B)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to the Form S-4)

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Exhibit No.	Description
(a)(1)(C)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to the Form S-4)
(a)(4)	Prospectus/Offer to Exchange (incorporated by reference to the Form S-4)
(a)(5)(A)	Joint Press Release Issued by Expedia and HomeAway, dated November 4, 2015 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Expedia on November 4, 2015)
(a)(5)(B)	Email from Dara Khosrowshahi to Expedia employees (incorporated by reference to Expedia’s filing pursuant to Rule 425 on November 4, 2015)
(a)(5)(C)	Transcript from a conference call held by Expedia and HomeAway to discuss the transaction (incorporated by reference to Expedia’s filing pursuant to Rule 425 on November 5, 2015)
(a)(5)(D)	Email from Bob Dzielak to Expedia employees (incorporated by reference to Expedia’s filing pursuant to Rule 425 on November 6, 2015)
(a)(5)(E)	Transcript from a RBC Capital Markets TMT Investor Conference attended by Expedia (incorporated by reference to Expedia’s filing pursuant to Rule 425 on November 12, 2015)
(a)(5)(F)	Investor Presentation Materials, dated November 2015, titled “Expedia Agrees to Acquire HomeAway” (incorporated by reference to Expedia’s filing pursuant to Rule 425 on November 16, 2015)
(a)(5)(G)	Form of Summary Advertisement*
(d)(1)	Agreement and Plan of Reorganization among Expedia, HomeAway, and Offeror, dated as of November 4, 2015 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Expedia on November 5, 2015)

* Filed herewith.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

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SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 16, 2015

HMS 1 INC.
By:	/s/ Robert J. Dzielak
Name:	Robert J. Dzielak
Title:	Vice President and Secretary
EXPEDIA, INC.
By:	/s/ Robert J. Dzielak
Name:	Robert J. Dzielak
Title:	Executive Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Form of Letter of Transmittal (incorporated by reference to Exhibit 99.2 to Expedia’s Registration Statement on Form S-4 filed on November 16, 2015 (the “Form S-4”))
(a)(1)(B)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to the Form S-4)
(a)(1)(C)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to the Form S-4)
(a)(4)	Prospectus/Offer to Exchange (incorporated by reference to the Form S-4)
(a)(5)(A)	Joint Press Release Issued by Expedia and HomeAway, dated November 4, 2015 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed by Expedia on November 4, 2015)
(a)(5)(B)	Email from Dara Khosrowshahi to Expedia employees (incorporated by reference to Expedia’s filing pursuant to Rule 425 on November 4, 2015)
(a)(5)(C)	Transcript from a conference call held by Expedia and HomeAway to discuss the transaction (incorporated by reference to Expedia’s filing pursuant to Rule 425 on November 5, 2015)
(a)(5)(D)	Email from Bob Dzielak to Expedia employees (incorporated by reference to Expedia’s filing pursuant to Rule 425 on November 6, 2015)
(a)(5)(E)	Transcript from a RBC Capital Markets TMT Investor Conference attended by Expedia (incorporated by reference to Expedia’s filing pursuant to Rule 425 on November 12, 2015)
(a)(5)(F)	Investor Presentation Materials, dated November 2015, titled “Expedia Agrees to Acquire HomeAway” (incorporated by reference to Expedia’s filing pursuant to Rule 425 on November 16, 2015)
(a)(5)(G)	Form of Summary Advertisement*
(d)(1)	Agreement and Plan of Reorganization among Expedia, HomeAway, and Offeror, dated as of November 4, 2015 (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Expedia on November 5, 2015)

* Filed herewith.

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EX-99.(A) (5) (G)

Exhibit (a)(5)(G)

A registration statement relating to the securities proposed to be issued in the Offer (as defined below) has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. Such securities may not be sold nor may offers to buy such securities be accepted prior to the time the registration statement becomes effective. This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of HomeAway common stock, nor is it an offer to buy or a solicitation of an offer to sell shares of Expedia common stock, and the statements herein are subject in their entirety to the terms and conditions of the Offer. The Offer is made solely by the prospectus/offer to exchange and the related letter of transmittal, and any amendments or supplements thereto, and is being made to all holders of shares of HomeAway common stock. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of shares of HomeAway common stock in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, “ blue sky” or other laws of such jurisdiction. In those jurisdictions where applicable laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Offeror (as defined below) by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Offeror.

Notice of Offer by

HMS 1 Inc.,

a wholly owned subsidiary of

Expedia, Inc.,

to exchange each outstanding share of common stock of

HomeAway, Inc.

for

$10.15 in cash

and

0.2065 shares of common stock of Expedia, Inc.

(subject to the terms and conditions described in the prospectus/offer to exchange and letter of transmittal)

Expedia, Inc. (“Expedia”), through its direct wholly owned subsidiary HMS 1 Inc. (the “Offeror”), is offering to exchange for each outstanding share of common stock of HomeAway, Inc. (“HomeAway”), par value $ 0.0001 per share, validly tendered in the Offer and not validly withdrawn:

• $10.15 in cash; and

• 0.2065 of a share of Expedia common stock, plus cash in lieu of any fractional shares;

in each case, without interest and less any applicable withholding taxes (such consideration, the “offer consideration,” and such offer, on the terms and subject to the conditions and procedures set forth in the prospectus/offer to exchange, dated November 16, 2015 (the “prospectus/offer to exchange”), and in the related letter of transmittal, together with any amendments or supplements thereto, the “Offer”).

THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN STANDARD TIME, AT THE END OF DECEMBER 14, 2015, UNLESS EXTENDED OR TERMINATED. SHARES TENDERED PURSUANT TO THE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE OFFER.

The Offer is being made pursuant to the Agreement and Plan of Reorganization, dated as of November 4, 2015 (as it may be amended from time to time, the “Transaction Agreement”), by and among Expedia, the Offeror, and HomeAway. The Transaction Agreement provides, among other things, that the Offeror will make the Offer and, subject to the satisfaction or waiver of certain conditions, the Offeror will accept for exchange, and promptly thereafter exchange, shares of HomeAway common stock validly tendered in the Offer and not validly withdrawn. Following consummation of the Offer, subject to the terms and conditions set forth in the Transaction Agreement, the Offeror will be merged with and into HomeAway (the “First Merger”), with HomeAway continuing as the surviving corporation in the First Merger and a direct wholly owned subsidiary of Expedia. Immediately thereafter, the corporation surviving the First Merger will be merged with and into Expedia (the “Second Merger” and, together with the First Merger, the “Mergers”), with Expedia continuing as the surviving corporation in the Second Merger. If the Offer is completed, the First Merger will be governed by Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), and accordingly, no stockholder vote will be required to consummate the First Merger. At the effective time of the First Merger, each outstanding share of HomeAway common stock (other than shares of HomeAway common stock held in treasury by HomeAway or held by Expedia or Offeror, any wholly owned subsidiary of Expedia (other than Offeror) or any wholly owned subsidiary of HomeAway and shares of HomeAway common stock held by stockholders who have properly exercised appraisal rights with respect to such shares in accordance with Delaware law) will be automatically converted into the right to receive the offer consideration. As a result of the Mergers, HomeAway will cease to be a publicly traded company and will become part of Expedia. The Transaction Agreement is more fully described in the prospectus/offer to exchange.

The offer and withdrawal rights will expire at 12:00 midnight, Eastern Standard Time, at the end of December 14, 2015 (the “Expiration Date,” unless the Offeror has extended the period during which the Offer is open in accordance with the Transaction Agreement, in which event “Expiration Date” will mean the latest time and date at which the Offer, as so extended by the Offeror, shall expire).

The Offer is not subject to any financing condition. The Offer is conditioned upon, among other things, the satisfaction of the Minimum Tender Condition (as described below) and the HSR Condition (as described below).

The “Minimum Tender Condition” requires that the number of shares of HomeAway common stock that have been validly tendered and not validly withdrawn in accordance with the terms of the Offer on or prior to the Expiration Date, together with any shares then owned by Expedia and the Offeror, represents at least a majority of all then-outstanding shares of HomeAway common stock.

The “HSR Condition” requires that any applicable waiting period (or extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), has expired or been terminated.

The Offer is also subject to other conditions, including certain other regulatory approval conditions, as set forth in the Transaction Agreement and described in the prospectus/offer to exchange (together with the conditions described above, the “Offer Conditions”).

The board of directors of HomeAway has, among other things, unanimously (i) determined that the terms of the Transaction Agreement and the terms of the Offer, the Mergers and the other transactions contemplated by the Transaction Agreement are fair to, and in the best interests of, HomeAway and the stockholders of HomeAway, (ii) determined that it is in the best interests of HomeAway and the stockholders of HomeAway to enter into, and declared advisable, the Transaction Agreement, (iii) approved the execution and delivery by HomeAway of the Transaction Agreement, the performance by HomeAway of its covenants and agreements contained in the Transaction Agreement and the consummation of the Offer, the Mergers and the other transactions contemplated by the Transaction Agreement, upon the terms, and subject to the conditions, contained in the Transaction Agreement, and (iv) resolved to recommend that the stockholders of HomeAway accept the Offer and tender their shares of HomeAway common stock to the Offeror pursuant to the Offer.

Under certain circumstances, as set forth in the Transaction Agreement and summarized in the prospectus/offer to exchange, the Offeror may be required to extend the Offer and the previously scheduled expiration date. In the case of any extension, any such announcement will be issued no later than 9:00 a.m., Eastern time, on the next business day following the previously scheduled expiration date. Subject to applicable law (including Rules 14d-4 (c) and 14d-6 (d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which require that any material change in the information published, sent or given to stockholders in connection with the Offer be promptly disseminated to stockholders in a manner reasonably designed to inform them of such change) and without limiting the manner in which the Offeror may choose to make any public announcement, the Offeror assumes no obligation to publish, advertise or otherwise communicate any such public announcement of this type other than by issuing a press release. During any extension, shares of HomeAway common stock previously validly tendered and not validly withdrawn will remain subject to the Offer, subject to the right of each HomeAway stockholder to withdraw previously tendered HomeAway shares.

Subject to the terms and conditions of the Transaction Agreement, the Offeror also reserves the right to waive any Offer Condition or modify the terms of the Offer.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the shares of Expedia common stock to be issued as consideration in the Offer or passed on upon the adequacy or accuracy of the prospectus/offer to exchange. Any representation to the contrary is a criminal offense.

Upon the terms of the Offer and subject to the satisfaction or waiver of the Offer Conditions (including, if the Offer is extended or amended, the terms and conditions of any such extension or amendment), promptly after the Expiration Date, the Offeror will accept for exchange, and will thereafter promptly exchange, shares validly tendered and not validly withdrawn prior to the Expiration Date. In all cases, a HomeAway stockholder will receive consideration for tendered HomeAway shares only after timely receipt by the exchange agent of certificates for those shares, if any, or a confirmation of a book-entry transfer of those shares into the exchange agent’s account at The Depository Trust Company (“DTC”), a properly completed and duly executed letter of transmittal or an agent’s message in connection with a book-entry transfer and any other required documents.

For purposes of the Offer, the Offeror will be deemed to have accepted for exchange shares validly tendered and not validly withdrawn if and when it notifies the exchange agent of its acceptance of those shares pursuant to the Offer. The exchange agent will deliver to the applicable HomeAway stockholders any cash and shares of Expedia common stock issuable in exchange for shares validly tendered and accepted pursuant to the Offer promptly after receipt of such notice. The exchange agent will act as the agent for tendering HomeAway stockholders for the purpose of receiving cash and shares of Expedia common stock from the Offeror and transmitting such cash and shares to the tendering HomeAway stockholders. HomeAway stockholders will not receive any interest on any cash that the Offeror pays in the Offer, regardless of any extension of the Offer and even if there is a delay in making the exchange.

HomeAway stockholders may withdraw tendered shares of HomeAway common stock at any time until the Expiration Date and, if the Offeror has not agreed to accept the shares for exchange on or prior to January 14, 2016, HomeAway stockholders may thereafter withdraw their shares from tender at any time after such date until the Offeror accepts shares for exchange.

For the withdrawal of shares to be effective, the exchange agent must receive a written notice of withdrawal from the HomeAway stockholder at one of the addresses set forth in the prospectus/offer to exchange, prior to the Expiration Date. The notice must include the HomeAway stockholder’s name, address, social security number, the certificate number(s), if any, the number of shares to be withdrawn and the name of the registered holder, if it is different from that of the person who tendered those shares, and any other information required pursuant to the Offer or the procedures of DTC, if applicable.

The Offeror is not providing for guaranteed delivery procedures and therefore HomeAway stockholders must allow sufficient time for the necessary tender procedures to be completed during normal business hours of DTC prior to the Expiration Date. HomeAway stockholders must tender their HomeAway shares in accordance with the procedures set forth in the prospectus/offer to exchange and related letter of transmittal.

The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 of the General Rules and Regulations under the Exchange Act is contained in the prospectus/offer to exchange and is incorporated herein by reference.

HomeAway has provided the Offeror with HomeAway’s stockholder list and security position listings for the purpose of disseminating the prospectus/offer to exchange, the related letter of transmittal and other related materials to HomeAway stockholders. The prospectus/offer to exchange and related letter of transmittal will be mailed to record holders of shares of HomeAway common stock and to brokers, dealers, commercial banks, trust companies and similar persons whose names, or the names of whose nominees, appear on the stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares of HomeAway common stock.

It is intended that the Offer and the Mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. Each HomeAway stockholder should read the discussion under “Material U.S. Federal Income Tax Consequences” in the prospectus/offer to exchange and should consult its own tax advisor as to the particular tax consequences of the Offer and the Mergers to such stockholder, including the applicability and effect of any U.S. federal, state, local or non-U.S. tax laws.

The prospectus/offer to exchange and the related letter of transmittal contain important information. Holders of shares of HomeAway common stock should carefully read those documents in their entirety before any decision is made with respect to the Offer.

Questions and requests for assistance may be directed to the information agent at its address and telephone number set forth below. Requests for copies of the prospectus/offer to exchange, the letter of transmittal and other exchange offer materials may be directed to the information agent. Stockholders may also contact brokers, dealers, commercial banks or trust companies for assistance concerning the Offer. Expedia will reimburse brokers, dealers, commercial banks and trust companies and other nominees, upon request, for customary clerical and mailing expenses incurred by them in forwarding offering materials to their customers. Except as set forth above, neither Expedia nor the Offeror will pay any fees or commissions to any broker, dealer or other person for soliciting tenders of shares pursuant to the Offer.

The information agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street, 22nd Floor

New York, New York 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll-Free: (800) 622-1573

Email: HomeAway@dfking.com

November 16, 2015