8-A12B

 

 

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