8-K - EXPE - Equibles

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): November 2, 2021

EXPEDIA GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37429	20-2705720
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification No.)

1111 Expedia Group Way W.

Seattle, Washington 98119

(Address of principal executive offices) (Zip code)

(206) 481-7200

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value	EXPE	The Nasdaq Global Select Market
Expedia Group, Inc. 2.500% Senior Notes due 2022	EXPE22	New York Stock Exchange	Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
---	---
Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	☐

Item 7.01. Regulation FD Disclosure.

On November 2, 2021, Expedia Group, Inc. (the “Company”) issued a press release announcing the closing of the sale of Egencia to American Express Global Business Travel pursuant to the Equity Contribution Agreement, dated August 11, 2021, by and among GBT Jerseyco Limited, Juweel Investors Limited and a subsidiary of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

This Current Report on Form 8-K, and the press release referred to herein, may contain forward-looking statements. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. A further description of the risks and uncertainties relating to the business of the Company is contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”), and the Company’s subsequent current and periodic reports filed with the SEC. Except as otherwise required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this Current Report on Form 8-K as a result of new information, future events or changes in its expectations.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit<br>Number	Description
99.1	Press Release, dated November 2 , 2021

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 GROUP, INC.
By:	/s/ Eric Hart
	Eric Hart
	Chief Financial Officer

Dated: November 2, 2021

Document

PRESS RELEASE

American Express Global Business Travel completes acquisition of Egencia from Expedia Group

London, UK; Seattle, Wash – November 2, 2021 American Express Global Business Travel (GBT), the world’s leading business partner for managed travel, has successfully completed the acquisition of Egencia, the leading digital travel management platform. As part of the transaction, Expedia Group has become a shareholder in GBT. Expedia has also entered into a long-term agreement to provide accommodations supply to GBT.

GBT will accelerate investment in the Egencia brand, its people and technology. GBT and Egencia will together offer the leading solutions across every segment of business travel. Teaming Egencia with GBT’s Supply MarketPlace, one of the most comprehensive sources for content and experiences in business travel, provides customers with more value and choice and offers suppliers enhanced access to business travelers.

Paul Abbott, GBT’s CEO, said: “Bringing GBT and Egencia together will create a winning formula that will define the future of travel. We will provide unrivalled value, choice and experiences to customers. Unrivalled value because together we’ll have the best content and deliver the best savings. Unrivalled choice because no one comes close to the breadth and depth of solutions we will offer. And unrivalled experiences because we have the best people and technology in the industry.”

Mark Hollyhead, President of Egencia, said: “Today is a significant moment in realizing the next important chapter for Egencia. Becoming part of an organization totally focused on business travel will accelerate Egencia’s growth and amplify what we do best – offer technology-driven solutions that address the ever-evolving needs of business travel and its many stakeholders.”

Ariane Gorin, President, Expedia for Business, added: “We are pleased to see Egencia grow with this new opportunity, especially as business travel comes back. At Expedia Group, we power thousands of partners around the world with our best-in-class technology and vast inventory. Closing this deal, including our long-term agreement to provide lodging supply to GBT, is an important step forward in our ambition to power the entire travel ecosystem and help all of our partners achieve their goals.”

With the close of the transaction, Mark Hollyhead, President of Egencia, will continue to lead the Egencia business reporting directly to GBT CEO Paul Abbott and will join GBT’s executive leadership team.

Media contacts:

For American Express Global Business Travel Martin Ferguson

Martin.ferguson@amexgbt.com

Expedia Group

Dave McNamee

dmcnamee@expediagroup.com

About American Express Global Business Travel

American Express Global Business Travel (GBT) is the world’s leading business partner for managed travel. We help companies and their employees prosper by making sure travellers are present where and when it matters. We keep global business moving with the powerful backing of travel professionals in more than 140 countries. Companies of all sizes, and in all places, rely on GBT to provide travel management services, organise meetings and events, and deliver business travel consulting.

About Expedia Group

Expedia Group, Inc. companies power travel for everyone, everywhere through our global platform. Driven by the core belief that travel is a force for good, we help people experience the world in new ways and build lasting connections. We provide industry-leading technology solutions to fuel partner growth and success, while facilitating memorable experiences for travelers. Our organization is made up of four pillars: Expedia Services, focused on the group’s platform and technical strategy; Expedia Marketplace, centered on product and technology offerings across the organization; Expedia Brands, housing all our consumer brands; and Expedia for Business, business-to-business solutions and relationships across the travel ecosystem. The Expedia Group family of brands includes: Expedia®, Hotels.com®, Expedia® Partner Solutions, Vrbo®, trivago®, Orbitz®, Travelocity®, Hotwire®, Wotif®, ebookers®, CheapTickets®, Expedia Group™ Media Solutions, Expedia Local Expert®, CarRentals.com™, and Expedia Cruises™.

2