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

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.

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.

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.