SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): JULY 8, 2005
EXPEDIA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 333-124303-01 20-2705720
(STATE OR OTHER (COMMISSION FILE NUMBER) (IRS EMPLOYER
JURISDICTION IDENTIFICATION NUMBER)
OF INCORPORATION)
3150 139TH AVENUE SE 98005
BELLEVUE, WASHINGTON
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (425) 679-7200
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 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION
UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF REGISTRANT.
On July 8, 2005, Expedia, Inc., a Delaware corporation (the "Company")
entered into a new unsecured $1 billion, five-year revolving credit facility,
among the Company, Expedia, Inc., a Washington corporation, Travelscape, Inc., a
Nevada corporation, Hotels.com, a Delaware corporation and Hotwire, Inc., a
Delaware corporation, as Borrowers; the Lenders party thereto; Bank of America,
N.A., as Syndication Agent; Wachovia Bank, N.A. and The Royal Bank of Scotland
PLC, as Co-Documentation Agents; JPMorgan Chase Bank, N.A., as Administrative
Agent; and J.P. Morgan Europe Limited, as London Agent (the "Revolving Credit
Facility"). The obligation of the Lenders to make loans under the Revolving
Credit Facility is subject to, among other conditions, the completion of the
Company's spin-off from IAC/InterActiveCorp. The Revolving Credit Facility will
be used for general corporate purposes. The foregoing description of the
Revolving Credit Facility is not complete and is qualified in its entirety by
reference to the actual Revolving Credit Facility, which is attached to this
report as Exhibit 10.1 and is incorporated by reference into this report.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Credit Agreement dated as of July 8, 2005, among Expedia, Inc., a
Delaware corporation, Expedia, Inc., a Washington corporation,
Travelscape, Inc., a Nevada corporation, Hotels.com, a Delaware
corporation and Hotwire, Inc., a Delaware corporation, as Borrowers; the
Lenders party thereto; Bank of America, N.A., as Syndication Agent;
Wachovia Bank, N.A. and The Royal Bank of Scotland PLC, as
Co-Documentation Agents; JPMorgan Chase Bank, N.A., as Administrative
Agent; and J.P. Morgan Europe Limited, as London Agent.
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.
Date: July 13, 2005 By: /s/KEENAN M. CONDER
---------------------------------
Name: Keenan M. Conder
Title: Senior Vice President
and General Counsel
EXHIBIT INDEX
10.1 Credit Agreement dated as of July 8, 2005, among Expedia, Inc., a
Delaware corporation, Expedia, Inc., a Washington corporation,
Travelscape, Inc., a Nevada corporation, Hotels.com, a Delaware
corporation and Hotwire, Inc., a Delaware corporation, as Borrowers; the
Lenders party thereto; Bank of America, N.A., as Syndication Agent;
Wachovia Bank, N.A. and The Royal Bank of Scotland PLC, as
Co-Documentation Agents; JPMorgan Chase Bank, N.A., as Administrative
Agent; and J.P. Morgan Europe Limited, as London Agent.