LIBERTY EXPEDIA HOLDINGS, INC. (NASDAQ:LEXEA) Files An 8-K Regulation FD Disclosure

LIBERTY EXPEDIA HOLDINGS, INC. (NASDAQ:LEXEA) Files An 8-K Regulation FD Disclosure

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Item 7.01.Regulation FD Disclosure.

On June 13, 2017, Liberty Expedia Holdings, Inc. (Liberty) issued
a press release (attached hereto as Exhibit 99.1 and incorporated
by reference into this Item 7.01) announcing the closing of the
offer and sale of $400 million aggregate original principal
amount of Libertys 1.0% Exchangeable Senior Debentures due 2047
(the Debentures).The Debentures were offered and sold by Liberty
to certain initial purchasers in a transaction exempt from the
registration requirements of the Securities Act of 1933, as
amended (the Securities Act), and were resold to qualified
institutional buyers to Rule 144A under the Securities Act.

The net proceeds from the offering of Debentures were used to pay
down outstanding borrowings of $350 million under a margin loan
facility entered into by Libertys wholly owned special purpose
subsidiary. The margin loan facility has since been terminated,
and shares of common stock (NASDAQ: EXPE) of Expedia, Inc.
(Expedia) pledged as collateral to the margin loan facility have
been released.

The Debentures were issued to an Indenture, dated as of June 13,
2017 (the Indenture), between Liberty and U.S. Bank National
Association. Liberty is furnishing the following summary
description of the Debentures for informational purposes.

Interest and Maturity

The Debentures mature on June 30, 2047 (the Maturity
Date).Interest on the Debentures will accrue from June 13, 2017
at an annual rate of 1.0% of the original principal amount of
$1,000 per Debenture, payable quarterly in arrears on March 31,
June 30, September 30 and December 31 of each year, commencing
September 30, 2017.

Exchangeable for Reference Shares, Cash or any Combination
Thereof

Each $1,000 original principal amount of Debentures is initially
exchangeable for 5.1566 shares of EXPE, which may change over
time to include other publicly traded common equity securities
that are listed on a U.S. national securities exchange that may
be distributed on or in respect of the EXPE shares.We refer to
the shares that are attributable to the Debentures at any
particular time as Reference Shares, and to the issuer of
Reference Shares as aReference Company.

Each Debenture is exchangeable, at the option of the holder: (1)
during any calendar quarter (and only during such quarter) after
the calendar quarter ending December 31, 2017, if the product of
(x) the closing price of the Reference Shares attributable to a
Debenture for at least 20 days of a 30 trading day period ending
on the last trading day of the quarter immediately preceding the
exchange and (y) the number of such Reference Shares attributable
to a Debenture exceeds 130% of the adjusted principal amount of
the Debenture on the last day of such preceding quarter; (2) from
and after December 31, 2017, during the five consecutive trading
day period following any five consecutive trading day period in
which the trading price per Debenture for each such day was less
than 98% of the product of (x) the closing price of the Reference
Shares attributable to a Debenture on such trading day and (y)
the number of such Reference Shares attributable to such
Debenture; (3) during a specified period following an event which
constitutes a fundamental change with respect to a Significant
Reference Company (as defined below); (4) with respect to
Debentures called for redemption,at any time during the period
commencing on the date Liberty calls the Debentures for
redemption through the close of business on the second scheduled
trading day immediately preceding the redemption date; (5) if the
board of directors of a Reference Company declares or makes
payment to its stockholders that would result in payment by
Liberty of an extraordinary distribution which would reduce the
principal amount of the Debentures to $0.00 or if the adjusted
principal amount of the Debentures is otherwise reduced to $0.00,
at any time after the date of such declaration or date of such
reduction, as the case may be, through the close of business on
the second scheduled trading day immediately preceding the
Maturity Date; and (6) on or after March 31, 2022, through the
close of business on the second scheduled trading date
immediately preceding July 5, 2022, and on or after March 31,
2047, through the close of business on the second scheduled
trading day immediately preceding the Maturity Date.

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A Significant Reference Company means a Reference Company
(including Expedia) (i) whose Reference Shares comprise more
than 50% of the exchange value of the Debentures and (ii) of
which Liberty or any of its controlled affiliates is the direct
or indirect ultimate beneficial owner (as such term is defined
in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended) of common equity representing more than 10% of the
total voting power of such Reference Company, in each case
immediately prior to the effective date of the fundamental
change or make-whole fundamental change.

Upon exchange or purchase of a Debenture, holders of Debentures
will be entitled to receive, at Libertys election, the
Reference Shares attributable to such Debenture or cash or a
combination of Reference Shares and cash having a value equal
to such Reference Shares as determined to the Indenture.

Liberty is currently treated as an affiliate of Expedia for
purposes of the Securities Act. For solong as Liberty is
treated as an affiliate of Expedia, any Reference Shares
consisting of EXPE (or common stock of any other Reference
Company of which Liberty is treated as an affiliate) delivered
by Liberty upon an exchange or purchase of a Debenture will
constitute restricted securities under the Securities Act and
be subject to restrictions on transfer.Liberty may only deliver
Reference Shares that are restricted securities upon an
exchange or purchase of the Debentures, if at that time there
is an effective registration statement to which the recipients
of such Reference Shares may sell those shares in a registered
transaction under the Securities Act.Otherwise, Liberty must
settle an exchange or purchase of Debentures with cash.

Additional Distributions

Liberty will make an additional distribution on each Debenture,
payable in cash, equal to (i) any regular cash dividends paid
by Expedia (or any other Reference Company) in excess of the
regular quarterly cash dividend of $0.28 currently paid by
Expedia on the Reference Shares (an Excess Regular Cash
Dividend) and (ii) the fair market value of any extraordinary
dividends and distributions paid or made by Expedia (or any
other Reference Company) on the Reference Shares consisting of
cash, securities or other property (other than publicly traded
common equity securities, which will generally become Reference
Shares), except Liberty will not make an additional
distribution to the extent that it would cause the adjusted
principal amount of the Debentures to be reduced to an amount
less than $0.00.

Adjusted Principal Amount

The original principal amount of the Debentures will be reduced
by the amount of all additional distributions that Liberty
makes to holders of the Debentures that are attributable to
extraordinary distributions on or in respect of the Reference
Shares. An extraordinary distribution is any dividend or
distribution by a Reference Company on its Reference Shares
that is not an Excess Regular Cash Dividend.

To the extent that the original principal amount of the
debentures is reduced such that the fixed interest payment on
the Debentures on an interest payment date exceeds 1.0% (on an
annualized basis) of the adjusted principal amount of the
Debentures as of the immediately preceding interest payment
date, the adjusted principal amount will be further reduced by
an amount equal to the excess of such fixed interest payment
over the amount that is 1.0% (on an annualized basis) of the
adjusted principal amount of the Debentures as of such
immediately preceding interest payment date.

In no event will the adjusted principal amount of a Debenture
be less than $0.00. However, if the adjusted principal amount
is reduced to $0.00: (i) Liberty will no longer pay interest on
the Debentures; (ii) Liberty will remain obligated to pay
holders of the Debentures, as an additional distribution, cash
in the amount of any Excess Regular Cash Dividends paid on any
Reference Shares attributable to the Debentures; (iii) Liberty
will no longer pay extraordinary distributions with respect to
any Reference Shares attributable to the Debentures; and (iv)
the Debentures will become exchangeable, at the option of the
holder, through the close of business on the second scheduled
trading day immediately preceding the Maturity Date.

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Redemption at Libertys Option

Except as set forth below, the Debentures are not redeemable at
Libertys option prior to July 5, 2022. Liberty may, at its
option, redeem the Debentures, in whole or in part, on or after
July 5, 2022, at any time, at a redemption price, in cash,
equal to the adjusted principal amount of the debentures plus
accrued but unpaid interest plus any final period distribution
(the Redemption Price). If Liberty makes a partial redemption,
Debentures in an aggregate original principal amount of at
least $100 million must remain outstanding. A final period
distribution will be payable by Liberty if, as of the
redemption date (or other payment date), an Excess Regular Cash
Dividend or extraordinary distribution has been declared on any
of the Reference Shares attributable to a Debenture, the
ex-dividend date for that dividend or distribution has
occurred, and the holders of such Reference Shares have not yet
received the dividend or distribution.

Liberty may also, at its option, redeem the Debentures prior to
July 5, 2022, in whole but not in part, (i) following the
initial public announcement of Libertys execution of an
agreement, which, if consummated, would result in a change in
control of Liberty, at the Redemption Price in cash, or (ii)
after the adjusted principal amount of the Debentures has been
reduced to $0.00, at a redemption price in cash equal to $1.00
per $1,000 original principal amount of the Debentures, plus
any final period distribution that is attributable to an Excess
Regular Cash Dividend that has been declared on the Reference
Shares as of the redemption date but not yet paid. A change in
control is defined as a share exchange, consolidation, business
combination, merger or similar transaction involving Liberty as
a result of which the holders of all classes of the common
equity securities of Liberty immediately prior to such
transaction own, directly or indirectly, less than 50% of all
classes of the common equity securities of the continuing or
surviving company or the parent thereof immediately after such
transaction. If Liberty elects to redeem the Debentures in
connection with a change in control, the Debentures will become
exchangeable at any time during the period commencing on the
date Liberty calls the Debentures for redemption through the
close of business on the second scheduled trading day
immediately preceding the redemption date. If Liberty calls the
Debentures for redemption prior to July 5, 2022, following the
initial public announcement of its execution of an agreement,
which, if consummated, would result in a change in control of
Liberty, Liberty will, under certain circumstances, pay a
make-whole premium by increasing the number of Reference Shares
of each Significant Reference Company that are attributable to
the Debentures for holders who thereafter elect to exchange
their Debentures.

Purchase at the Option of the Holder

Holders may tender Debentures for purchase by Liberty on July
5, 2022, at a purchase price equal to the adjusted principal
amount of the Debentures plus accrued and unpaid interest to
the purchase date plus any final period distribution (the Put
Purchase Price). Liberty may pay the Put Purchase Price, at its
election, through delivery of Reference Shares or cash or a
combination of Reference Shares and cash having a value equal
to the Put Purchase Price.

Fundamental Change

If a fundamental change occurs with respect to a Significant
Reference Company prior to July 5, 2022, holders of Debentures
will have the right to require Liberty to repurchase all or a
portion of their Debentures on the related fundamental change
purchase date at a purchase price equal to the adjusted
principal amount plus accrued and unpaid interest to the
fundamental change repurchase date plus any final period
distribution (the Fundamental Change Purchase Price). Liberty
may pay the Fundamental Change Purchase Price, at its election,
through delivery of Reference Shares or cash or a combination
of Reference Shares and cash having a value equal to the
Fundamental Change Purchase Price. Liberty will, under certain
circumstances, pay a make-whole premium by increasing the
number of Reference Shares that are deliverable upon exchange
to holders who exchange their Debentures in connection with
such fundamental change.

Certain Covenants

The Indenture contains covenants that are customary for
exchangeable securities, including those with respect to
payments of principal and additional distributions and
compliance with Rule 144A.

4

This Current Report on Form 8-K and the press release regarding
Libertys closing of the sale of the Debentures attached hereto
as Exhibit 99.1 are being furnished to the Securities and
Exchange Commission under Item 7.01 of Form 8-K in satisfaction
of the public disclosure requirements of Regulation FD and
shall not be deemed filed for any purpose.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

ExhibitNo.

Description

99.1

Press Release, dated June 13, 2017 regarding the
closing of the sale of the Debentures.

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About LIBERTY EXPEDIA HOLDINGS, INC. (NASDAQ:LEXEA)

Liberty Expedia Holdings, Inc. is a holding company. The Company holds interests in Expedia, Inc. (Expedia) and Bodybuilding.com, LLC (Bodybuilding). The Company’s segments include Bodybuilding and Expedia. Bodybuilding is an Internet retailer of sports, fitness and nutritional supplements. Expedia provides travel and services to leisure and corporate travelers in the United States and abroad, as well as various media and advertising offerings to travel and non-travel advertisers. Bodybuilding hosts an online health-and-fitness publication, offering free fitness content, workout programs, video trainers, recipes, health advice and motivational stories. Expedia has a portfolio of travel brands, including its subsidiaries, which feature a supply portfolio. As of September 30, 2016, its portfolio included over 321,000 properties in approximately 200 countries, 475 airlines, packages, rental cars and cruises, as well as destination services and activities.

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