UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Expedia, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 20-2705720 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 333 108th Avenue NE Bellevue, Washington |
98004 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Securities to be registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Expedia, Inc. 2.500% Senior Notes due 2022 | New York Stock Exchange | |
Expedia, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Washington | 91-1996083 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 333 108th Avenue NE Bellevue, Washington |
98004 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Securities to be registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Guarantee with respect to Expedia, Inc. 2.500% Senior Notes due 2022 | New York Stock Exchange | |
CarRentals.com, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 35-2519390 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 333 108th Avenue NE Bellevue, Washington |
98004 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Securities to be registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Guarantee with respect to Expedia, Inc. 2.500% Senior Notes due 2022 | New York Stock Exchange | |
Classic Vacations, LLC
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 04-3612673 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 5893 Rue Ferrari Avenue San Jose, California |
95138 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Securities to be registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Guarantee with respect to Expedia, Inc. 2.500% Senior Notes due 2022 | New York Stock Exchange | |
Cruise, LLC
(Exact Name of Registrant as Specified in its Charter)
| Washington | 47-3225083 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 333 108th Avenue NE Bellevue, Washington |
98004 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Securities to be registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Guarantee with respect to Expedia, Inc. 2.500% Senior Notes due 2022 | New York Stock Exchange | |
EAN.com, LP
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 42-1612329 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 5400 LBJ Freeway, Suite 500 Dallas, Texas |
75240 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Securities to be registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Guarantee with respect to Expedia, Inc. 2.500% Senior Notes due 2022 | New York Stock Exchange | |
Egencia LLC
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 02-0629848 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 333 108th Avenue NE Bellevue, Washington |
98004 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Securities to be registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Guarantee with respect to Expedia, Inc. 2.500% Senior Notes due 2022 | New York Stock Exchange | |
Hotels.com, L.P.
(Exact Name of Registrant as Specified in its Charter)
| Texas | 75-2942061 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 5400 LBJ Freeway, Suite 500 Dallas, Texas |
75240 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Securities to be registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Guarantee with respect to Expedia, Inc. 2.500% Senior Notes due 2022 | New York Stock Exchange | |
Hotels.com GP, LLC
(Exact Name of Registrant as Specified in its Charter)
| Texas | 75-2942059 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 5400 LBJ Freeway, Suite 500 Dallas, Texas |
75240 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Securities to be registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Guarantee with respect to Expedia, Inc. 2.500% Senior Notes due 2022 | New York Stock Exchange | |
Hotwire, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 74-2938016 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 655 Montgomery Street, Suite 600 San Francisco, California |
94111 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Securities to be registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Guarantee with respect to Expedia, Inc. 2.500% Senior Notes due 2022 | New York Stock Exchange | |
HRN 99 Holdings, LLC
(Exact Name of Registrant as Specified in its Charter)
| New York | 13-4179783 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 333 108th Avenue NE Bellevue, Washington |
98004 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Securities to be registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Guarantee with respect to Expedia, Inc. 2.500% Senior Notes due 2022 | New York Stock Exchange | |
Interactive Affiliate Network, LLC
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 42-1612328 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 5400 LBJ Freeway, Suite 500 Dallas, Texas |
75240 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Securities to be registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Guarantee with respect to Expedia, Inc. 2.500% Senior Notes due 2022 | New York Stock Exchange | |
Travelscape, LLC
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 88-0392667 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 10190 Covington Cross Drive, Suite 300 Las Vegas, Nevada |
89144-7044 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Securities to be registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Guarantee with respect to Expedia, Inc. 2.500% Senior Notes due 2022 | New York Stock Exchange | |
WWTE, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 20-3014378 | |
| (State of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| 333 108th Avenue NE Bellevue, Washington |
98004 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Securities to be registered pursuant to Section 12(b) of the Act: | ||
| Title of Each Class to be so Registered |
Name of Each Exchange on Which Each Class is to be Registered | |
| Guarantee with respect to Expedia, Inc. 2.500% Senior Notes due 2022 | New York Stock Exchange | |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number to which this form relates: 333-197974
Securities to be registered pursuant to Section 12(g) of the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. | Description of Registrant’s Securities to be Registered. |
The securities to be registered hereby consist of: (i) €650,000,000 2.500% Senior Notes due 2022 of Expedia, Inc., a Delaware corporation (“Expedia”), and (ii) the guarantees with respect thereto by Expedia, Inc., a Washington corporation, CarRentals.com, Inc., Classic Vacations, LLC, Cruise, LLC, EAN.com, LP, Egencia LLC, Hotels.com, L.P., Hotels.com GP, LLC, Hotwire, Inc., HRN 99 Holdings, LLC, Interactive Affiliate Network, LLC, Travelscape, LLC and WWTE, Inc. (together, the “Subsidiary Guarantors”).
Expedia hereby incorporates by reference the description of its securities to be registered hereunder contained in the Prospectus dated August 8, 2014 under “Description of Debt Securities” and in the Prospectus Supplement dated May 28, 2015, under “Description of Notes,” filed with the Securities and Exchange Commission (the “Commission”) on June 1, 2015 under Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Act”), pursuant to a Registration Statement on Form S-3 (No. 333–197974), as amended, previously filed with the Commission under the Act.
Each of the Subsidiary Guarantors hereby incorporates by reference the description of its securities to be registered hereunder contained in the Prospectus dated August 8, 2014 under “Description of Debt Securities” and in the Prospectus Supplement dated May 28, 2015, under “Description of Notes,” filed with the Commission on June 1, 2015 under Rule 424(b)(5) under the Act, pursuant to a Registration Statement on Form S-3 (No. 333–197974), as amended, previously filed with the Commission under the Act.
| Item 2. | Exhibits. |
| 1. | Indenture dated as of August 18, 2014, among Expedia, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on August 18, 2014, Exhibit 4.1). |
| 2. | Fourth Supplemental Indenture, dated as of June 3, 2015, among Expedia, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on June 3, 2015, Exhibit 4.1). |
| 3. | Form of Expedia, Inc. 2.500% Senior Notes due 2022 (incorporated by reference to Expedia, Inc.’s Current Report on Form 8-K filed on June 3, 2015, Exhibit 4.3). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Expedia, Inc. | ||||||
| Date: June 12, 2015 | By: | /s/ Robert J. Dzielak | ||||
| Name: | Robert J. Dzielak | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
| Expedia, Inc. (a Washington corporation) | ||||||
| Date: June 12, 2015 | By: | /s/ Robert J. Dzielak | ||||
| Name: | Robert J. Dzielak | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
| CarRentals.com, Inc. | ||||||
| Date: June 12, 2015 | By: | /s/ Robert J. Dzielak | ||||
| Name: | Robert J. Dzielak | |||||
| Title: | Executive Vice President and Secretary | |||||
| Classic Vacations, LLC | ||||||
| Date: June 12, 2015 | By: | /s/ Robert J. Dzielak | ||||
| Name: | Robert J. Dzielak | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
| Cruise, LLC | ||||||
| Date: June 12, 2015 | By: | Expedia, Inc. (a Washington corporation) | ||||
| Its: | Sole Member | |||||
| By: | /s/ Robert J. Dzielak | |||||
| Name: | Robert J. Dzielak | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
| EAN.com, LP | ||||||
| Date: June 12, 2015 | By: | /s/ Robert J. Dzielak | ||||
| Name: | Robert J. Dzielak | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
| Egencia LLC | ||||||
| Date: June 12, 2015 | By: | /s/ Robert J. Dzielak | ||||
| Name: | Robert J. Dzielak | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
| Hotels.com, L.P. | ||||||
| Date: June 12, 2015 | By: | /s/ Robert J. Dzielak | ||||
| Name: | Robert J. Dzielak | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
| Hotels.com GP, LLC | ||||||
| Date: June 12, 2015 | By: | Expedia, Inc. (a Washington corporation) | ||||
| Its: | Sole Member | |||||
| By: | /s/ Robert J. Dzielak | |||||
| Name: | Robert J. Dzielak | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
| Hotwire, Inc. | ||||||
| Date: June 12, 2015 | By: | /s/ Robert J. Dzielak | ||||
| Name: | Robert J. Dzielak | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
| HRN 99 Holdings, LLC | ||||||
| Date: June 12, 2015 | By: | /s/ Robert J. Dzielak | ||||
| Name: | Robert J. Dzielak | |||||
| Title: | Manager | |||||
| Interactive Affiliate Network, LLC | ||||||
| Date: June 12, 2015 | By: | /s/ Robert J. Dzielak | ||||
| Name: | Robert J. Dzielak | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
| Travelscape, LLC | ||||||
| Date: June 12, 2015 | By: | /s/ Robert J. Dzielak | ||||
| Name: | Robert J. Dzielak | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
| WWTE, Inc. | ||||||
| Date: June 12, 2015 | By: | /s/ Robert J. Dzielak | ||||
| Name: | Robert J. Dzielak | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||