SC TO-T/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

AMENDMENT NO. 10

(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.

*** Previously paid.

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:  x

This Amendment No. 10 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission on November 16, 2015 (as amended from time to time, the “Schedule TO”) filed by Expedia, Inc., a Delaware corporation (“Expedia”), and HMS 1 Inc., a Delaware corporation and a direct wholly owned subsidiary of Expedia (“Offeror”), relating to the offer (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 (the “Letter of Transmittal”), together with any amendments or supplements thereto, the “Offer”).

Expedia has filed with the Securities and Exchange Commission (“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 Letter of Transmittal, which are filed as Exhibit (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 the Schedule TO by reference in response to items 1 through 11 of the Schedule TO and is supplemented by the information specifically provided for in the Schedule TO. The Agreement and Plan of Reorganization, dated as of November 4, 2015, by and among Expedia, HomeAway, and Offeror (the “Transaction Agreement”), a copy of which is filed as Exhibit (d)(1) hereto, is incorporated into the Schedule TO by reference.

All information regarding the Offer as set forth in the Schedule TO, including all exhibits and annexes thereto that were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided for herein and to the extent amended and supplemented by the exhibits filed herewith. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Schedule TO.

Items 1 through 11.

Items 1 through 11 of the Schedule TO are hereby amended and supplemented by adding the following information:

At midnight, Eastern Standard Time, at the end of December 14, 2015, the Offer expired as scheduled and was not extended. Offeror was advised by Computershare, the depositary and exchange agent for the Offer, that as of the expiration of the Offer, a total of 63,068,486 shares of HomeAway common stock were validly tendered in the offer and not validly withdrawn, representing

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approximately 64.8% of HomeAway’s outstanding shares of common stock. The number of shares of HomeAway common stock validly tendered and not validly withdrawn pursuant to the Offer satisfied the minimum tender condition to the Offer, and all other conditions to the Offer were satisfied. Accordingly, Offeror accepted for exchange, and will promptly exchange, all 63,068,486 shares of HomeAway common stock validly tendered and not validly withdrawn.

Following the consummation of the Offer, Expedia and Offeror completed the acquisition of HomeAway pursuant to the terms of the Transaction Agreement, through the merger of the Offeror with and into HomeAway in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with HomeAway continuing as the surviving corporation, followed by the merger of the surviving corporation with and into Expedia, with Expedia continuing as the surviving corporation (the “Mergers”).

Following the Mergers, all shares of HomeAway common stock will be delisted from NASDAQ and deregistered under the Exchange Act.

On December 15, 2015, Expedia issued a press release announcing the expiration and results of the Offer and the consummation of the Mergers. A copy of the press release is attached as Exhibit (a)(5)(N) hereto and incorporated by reference herein.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

Exhibit No.	Description
(a)(5)(N)	Press Release issued by Expedia, Inc., dated December 15, 2015 (filed herewith).

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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: December 15, 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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EX-99.(A)(5)(N)

Exhibit (a)(5)(N)

EXPEDIA COMPLETES EXCHANGE OFFER TO HOMEAWAY

STOCKHOLDERS AND ACQUIRES HOMEAWAY

BELLEVUE, WA – Expedia, Inc. (NASDAQ: EXPE) announced today it has completed its acquisition of HomeAway, Inc., including all of its brands.

“We are thrilled to enter the fast-growing, ~$100 billion alternative accommodations space with HomeAway^® on our side,” said Dara Khosrowshahi, Chief Executive Officer, Expedia, Inc. “We couldn’t be more excited about the opportunity to create even more robust experiences for our shared global traveler audience and for HomeAway’s homeowners and property managers all around the world. We have a ton of hard work ahead of us, but the HomeAway team, in line with Expedia’s track record in building first class global transactional platforms, can get us there together faster and more effectively.”

“HomeAway has a very bright future as part of the Expedia family,” said Brian Sharples, Chief Executive Officer of HomeAway, Inc. “We are eager to benefit from Expedia’s distribution and to learn from their expertise in technology and online travel, which will be critical to our success as we move to a marketplace where all of our properties are fully bookable online. This acquisition is the perfect next step on the HomeAway journey and it sets us on a terrific path forward for travelers and our homeowners and property managers alike.”

Exchange Offer Information

The exchange offer to acquire all of the outstanding shares of HomeAway common stock expired at 12:00 midnight, Eastern Standard Time, at the end of December 14, 2015. The depositary for the exchange offer has informed Expedia that a total of 63,068,486 shares of HomeAway common stock, representing approximately 64.8% of HomeAway’s outstanding common stock, were validly tendered and not validly withdrawn pursuant to the exchange offer. All shares that were validly tendered and not validly withdrawn have been accepted for payment in accordance with the terms of the exchange offer and applicable law.

Following its acceptance of the shares tendered in the exchange offer, prior to the open of the financial markets on December 15, 2015, Expedia caused the previously agreed merger of its subsidiary with and into HomeAway, followed by a merger of HomeAway with and into Expedia, with Expedia being the surviving corporation. In connection with the merger, all shares of HomeAway common stock not validly tendered into and accepted in the exchange offer, other than any shares held in treasury by HomeAway

or owned by Expedia or its merger subsidiary, have been cancelled and converted into the right to receive merger consideration in the same amounts offered in the exchange offer. As a result of the acquisition, HomeAway shares will cease to be traded on the NASDAQ Global Market.

About Expedia, Inc.

Expedia, Inc. is one of the world’s leading travel companies, with an extensive brand portfolio that includes leading online travel brands, such as:

• Expedia.com^®, a leading full service online travel company with localized sites in 32 countries

• Hotels.com^®, the hotel specialist that offers Hotels.com^® Rewards and Secret Prices through its mobile booking apps and localized websites in more than 65 countries

• Hotwire^®, a leading discount travel site that offers Hot Rate^® Hotels, Hot Rate^® Cars, as well as airfares and vacation packages

• Orbitz Worldwide, a global travel portfolio including Orbitz, ebookers, HotelClub and CheapTickets, brands and business-to-business offerings, including Orbitz Partner Network and Orbitz for Business

• Travelocity^®, a pioneer in online travel and a leading online travel brand in the US and Canada

• Egencia^®, a leading corporate travel management company

• Venere.com™, an online hotel reservation specialist in Europe

• trivago^®, a leading online hotel search with sites in 52 countries worldwide

• Wotif Group, a leading portfolio of travel brands, including Wotif.com^®, Wotif.co.nz, lastminute.com.au^®, lastminute.com.nz and travel.com.au^®

• 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 200 retail travel agency franchises 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 thousands of affiliates, including some of the world’s leading airlines, top consumer brands and high traffic websites through Expedia^® Affiliate Network. For corporate and industry news and views, visit us at www.expediainc.com or follow us on Twitter @expediainc.

Trademarks and logos are the property of their respective owners. © 2015 Expedia, Inc. All rights reserved. CST: 2029030-50

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. Similarly, statements herein that describe the transaction, including its financial and operational impact, and other statements of management’s beliefs, intentions or goals also are forward-looking statements. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined

companies or the price of Expedia stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond the parties’ control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to the ability of Expedia to successfully integrate HomeAway’s operations; the ability of Expedia to implement its plans, forecasts and other expectations with respect to HomeAway’s business after the completion of the transaction and realize expected synergies; business disruption following the merger; and the other risks and important factors contained and identified in Expedia’s and HomeAway’s filings with the Securities and Exchange Commission (the “SEC”), such as their respective Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, any of which could cause actual results to differ materially from the forward-looking statements, the Tender Offer Statement on Schedule TO (including the offer to purchase, the letter of transmittal and other documents relating to the tender offer) filed by Expedia and its acquisition subsidiary, the registration statement on Form S-4 filed by Expedia, and the Solicitation/Recommendation Statement on Schedule 14D-9 filed by HomeAway. The forward-looking statements included in this press release are made only as of the date hereof. Neither Expedia nor HomeAway undertakes any obligation to update the forward-looking statements to reflect subsequent events or circumstances, except as required by law.

PRESS CONTACTS

Expedia, Inc.

Investor Relations

(425) 679-3759

ir@expedia.com

Communications

Sarah Gavin

Head of Communications

(425) 679-4317

press@expedia.com

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