LIBERTY EXPEDIA HOLDINGS,INC. (NASDAQ:LEXEA) Files An 8-K Entry into a Material Definitive Agreement

ME Staff 8-k
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LIBERTY EXPEDIA HOLDINGS,INC. (NASDAQ:LEXEA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

The Amended and Restated Transaction Agreement, dated as of September22, 2016 (the “Transaction Agreement”), by and among Liberty Expedia Holdings,Inc., a Delaware corporation (the “Company”), Liberty Interactive Corporation, a Delaware corporation (“Liberty Interactive”), John C. Malone (“Mr.Malone”), Leslie Malone (“Mrs.Malone”) and Barry Diller (“Mr.Diller”) provides that the Proxy Arrangement Termination Date will occur upon the occurrence of certain events or the taking of certain actions, and if not sooner terminated as a result of the occurrence of such events or the taking of such actions, the Proxy Arrangement Termination Date would occur on the eighteen (18) month anniversary of the closing of the split-off of the Company from Liberty Interactive, or May4, 2018 (the “Outside Date”). Upon the Proxy Arrangement Termination Date, the Transaction Agreement and certain Subject Instruments (as defined in the Transaction Agreement), including the Malone Proxy and Diller Assignment (each as defined in the Transaction Agreement), would terminate.

On March 6, 2018, the Company, Liberty Interactive, Mr.Malone, Mrs.Malone and Mr.Diller entered into a letter agreement (the “Letter Agreement”), which amended the termination provisions of the Transaction Agreement to extend the Outside Date for an additional one year period. As a result, unless sooner terminated upon the occurrence of certain events or the taking of certain actions, in either case, as listed in the Transaction Agreement, as amended by the Letter Agreement, the Proxy Arrangement Termination Date will occur, and the Transaction Agreement together with certain Subject Instruments will terminate, on May4, 2019.

The foregoing summary of the Transaction Agreement and the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Transaction Agreement, which was filed as Exhibit10.9 to the Company’s Current Report on Form8-K filed with the Securities and Exchange Commission on November7, 2016, and the Letter Agreement, which is filed as Exhibit10.1 to this Current Report on Form8-K.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.


Liberty Expedia Holdings, Inc. Exhibit
EX-10.1 2 a18-7693_1ex10d1.htm EX-10.1 Exhibit 10.1 Liberty Expedia Holdings,…
To view the full exhibit click here

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.