Expedia 2014 Annual Report Download - page 108

NOTE 8 — Debt
The following table sets forth our outstanding debt:
December 31,
2014 2013
(In thousands)
7.456% senior notes due 2018 $ 500,000 $ 500,000
5.95% senior notes due 2020, net of discount 749,485 749,412
4.5% senior notes due 2024, net of discount 497,302 —
Long-term debt $1,746,787 $1,249,412
Long-term Debt
Our $500 million in registered senior unsecured notes outstanding at December 31, 2014 are due in August
2018 and bear interest at 7.456% (the “7.456% Notes”). Interest is payable semi-annually in February and August
of each year. At any time Expedia may redeem the 7.456% Notes at a redemption price of 100% of the principal
plus accrued interest, plus a “make-whole” premium, in whole or in part.
Our $750 million in registered senior unsecured notes outstanding at December 31, 2014 are due in August
2020 and bear interest at 5.95% (the “5.95% Notes”). The 5.95% Notes were issued at 99.893% of par resulting
in a discount, which is being amortized over their life. Interest is payable semi-annually in February and August
of each year. We may redeem the 5.95% Notes at a redemption price of 100% of the principal plus accrued
interest, plus a “make-whole” premium, in whole or in part.
In August 2014, we registered $500 million of senior unsecured notes that are due in August 2024 and bear
interest at 4.5% (the “4.5% Notes”). The 4.5% Notes were issued at 99.444% of par resulting in a discount,
which is being amortized over their life. Interest is payable semi-annually in February and August of each year,
beginning February 15, 2015. We may redeem the 4.5% Notes at our option at any time in whole or from time to
time in part. If we elect to redeem the 4.5% Notes prior to May 15, 2024, we may redeem them at a redemption
price of 100% of the principal plus accrued interest, plus a “make-whole” premium. If we elect to redeem the
4.5% Notes on or after May 15, 2024, we may redeem them at a redemption price of 100% of the principal plus
accrued interest.
The 7.456%, 5.95% and 4.5% Notes (collectively the “Notes”) are senior unsecured obligations guaranteed
by certain domestic Expedia subsidiaries and rank equally in right of payment with all of our existing and future
unsecured and unsubordinated obligations. For further information, see Note 22 — Guarantor and Non-Guarantor
Supplemental Financial Information. In addition, the Notes include covenants that limit our ability to (i) create
certain liens, (ii) enter into sale/leaseback transactions and (iii) merge or consolidate with or into another
entity. Accrued interest related to the Notes was $39 million and $31 million as of December 31, 2014 and 2013.
The approximate fair value of 7.456% Notes was approximately $581 million and $587 million as of
December 31, 2014 and 2013. The approximate fair value of 5.95% Notes was approximately $840 million and
$816 million as of December 31, 2014 and 2013. The approximate fair value of 4.5% Notes was approximately
$504 million as of December 31, 2014. These fair values were based on quoted market prices in less active
markets (Level 2 inputs).
Credit Facility
Expedia, Inc. maintains a $1 billion unsecured revolving credit facility with a group of lenders, which is
unconditionally guaranteed by certain domestic Expedia subsidiaries that are the same as under the Notes. In
September 2014, we amended the revolving credit facility to, among other things, extend the maturity date of the
facility to September 2019. As of December 31, 2014 and 2013, we had no revolving credit facility borrowings
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