Expedia Group, Inc. -- Moody's affirms Expedia's Baa3 rating and assigns Baa3 to new notes; outlook negative

Rating Action: Moody's affirms Expedia's Baa3 rating and assigns Baa3 to new notes; outlook negativeGlobal Credit Research - 16 Feb 2021New York, February 16, 2021 -- Moody's Investors Service ("Moody's") affirmed the Baa3 senior unsecured rating of Expedia Group, Inc. ("Expedia Group") and assigned a Baa3 rating to the proposed offering of new senior unsecured notes and senior unsecured convertible notes. Net proceeds from the debt issuances are expected to be used to redeem all of the 7.0% notes due 2025 ($750 million) and up to half of the 6.25% notes due 2025 ($2 billion). The outlook remains negative.RATINGS RATIONALEThe proposed issuance of new notes is opportunistic as Expedia Group is looking to refinance the majority of senior notes due 2025 with lower coupons on the new senior notes and senior convertible notes. Moody's estimates cumulative cash savings will more than offset prepayment costs. The proposed transaction represents a second opportunistic refinancing following the issuance of $1.2 billion of notes in July 2020 to refinance higher coupon preferred shares. Although lower than prior expectations, Moody's expects unrestricted cash balances and short-term investments will be maintained at current levels or better ($3.4 billion as of December 2020) over the next year absent additional significant debt prepayment, which supports the company's ability to navigate through remaining challenges from the coronavirus pandemic (COVID-19).The following is a summary of today's rating actions:Affirmations:..Issuer: Expedia Group, Inc.....Senior Unsecured Regular Bond/Debenture (domestic), Affirmed Baa3....Senior Unsecured Regular Bond/Debenture (foreign), Affirmed Baa3Assignments:..Issuer: Expedia Group, Inc.....New Senior Unsecured Convertible Notes, Assigned Baa3....New Senior Unsecured Notes, Assigned Baa3 Outlook Actions: ..Issuer: Expedia Group, Inc. ....Outlook, Remains Negative Expedia Group's Baa3 rating reflects that adjusted debt to EBITDA will remain elevated at well over 4x until the end of 2021. Moody's expects more normalized revenue after 2021 due to expectations for an eventual rebound in travel demand following the sharp decline in revenue reflecting global travel bans since 2Q20. Expedia's commitment to consistently reduce debt balances and return credit metrics to their prior investment grade levels is critical to the Baa3 rating.Expedia Group's credit profile is significantly pressured by the steep decline in global airline and hotel bookings due to the global pandemic; however, as vaccine rollouts continue globally, Moody's expects that demand for travel will gradually increase leading to Expedia Group's revenues approaching 2019 levels in 2023. The travel processing sector has been one of the sectors most significantly affected by the COVID-19 shock given its sensitivity to consumer and business demand and sentiment. Operating results through December 2020 reflected a 4Q20 reversal in travel demand as a result of the uptick in COVID-19 cases globally. Expedia Group indicates, however, that in the latter part of January, lodging bookings (net of cancellations) returned to over 50% of pre-COVID levels, compared to roughly 40% of pre-COVID levels in 4Q20.The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. Moody's regards the coronavirus outbreak as a social risk under Moody's ESG framework, given the substantial implications for public health and safety.Given significant cash balances, adjusted net debt to EBITDA is estimated to improve to less than 2x within 12 months, which supports Expedia Group's ability to repay debt maturities as they come due. Ratings are supported by Moody's view that operations will be in recovery through the remainder of 2021 and beyond. Moody's continues to believe that Expedia Group will be able to navigate through current challenges and maintain conservative financial policies. The suspension of share repurchases (annual average of $793 million in 2018 and 2019) preserves liquidity and the suspension of quarterly dividends eliminates another roughly $200 million annual cash outflow. Growth in deferred merchant bookings in the last several months reverses the previous cash outflow when deferred merchant bookings were in significant decline.In addition to suspending share buybacks and dividends, Expedia has reduced certain fixed costs including research & development, corporate overhead, and capitalized spending. As of December 2020, Expedia achieved an estimated $675 million of a total $750 million of targeted reductions in fixed costs, with additional savings from $200 million of targeted reductions in variables expenses. Expedia Group's Baa3 rating is supported by the company's strong liquidity and large scale with a solid, asset-lite business model. Moody's also expects Expedia Group will benefit from its position as a leading global online travel agency which should return to historical levels of cash flow generation and profitability when travel demand rebounds.The July 2019 acquisition of Liberty Expedia Group improved corporate governance by eliminating the overhang associated with John Malone's prior ability to take a controlling interest in Expedia Group and by reducing Barry Diller's effective voting control to 28% from roughly 53%. On December 7, 2020, corporate governance improved further when the deadline expired for Barry Dilller to exercise rights to increase his holdings in super voting Class B common shares up to 49% in terms of Barry Diller's voting control. Currently nine of thirteen board members are independent, and Moody's continues to expect the majority of the Board of Directors will remain independent and Expedia Group will continue to adhere to disciplined financial policies.The new senior unsecured notes and senior unsecured convertible notes are pari passu with the existing senior unsecured notes. The Baa3 instrument ratings incorporate the unsecured debt's position behind the $1.145 billion secured portion of the $2 billion committed revolving facility. This secured revolver portion comes with a lien on substantially all assets. While it is not typical for investment grade companies to have a secured revolver facility, Expedia Group will need to refinance both revolvers prior to their May 2023 expirations at which time the collateral package can be renegotiated.FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGSThe negative outlook for Expedia Group is driven by continuing uncertainty regarding the duration of significantly reduced global demand for travel related services. Moody's recognizes Expedia Group's strong liquidity to manage unexpected outflows and ability to further reduce variable expenses, if needed. To the extent timing of a rebound is in line with Moody's base case scenario, then Expedia Group's credit metrics on a quarterly, seasonally adjusted run-rate basis will be better positioned in its Baa3 rating by the end of 2022. Moody's expects that Expedia Group will continue to demonstrate a conservative financial strategy and remain committed to an independent governance structure.Ratings could be upgraded if Expedia Group maintains its leading market share among third party, hotelier, and airline online travel websites, returns to consistent profitable organic revenue growth with operating margins in excess of 20%, and Moody's expects Expedia Group will adhere to conservative financial policies, including adjusted leverage being sustained around the 2.5x range. Ratings could be downgraded if Expedia Group's competitive position weakens materially, financial policies become more aggressive, or the impact of COVID-19 leads Moody's to expect adjusted debt to EBITDA will remain above 3.25x for an extended period beyond 2022. There would be downward pressure on ratings to the extent Expedia Group funds share buybacks prior to adjusted leverage returning to less than 3.25x or Moody's being assured of a long term rebound in travel demand or leverage.Expedia Group, Inc., based in Seattle, WA, is a leading online travel agency (OTA) with properties including Expedia.com, Hotels.com, trivago, Vrbo, Egencia, Orbitz Worldwide, Inc., Travelocity, and Hotwire.com.The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1037985. Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.REGULATORY DISCLOSURESFor further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.For ratings issued on a program, series, category/class of debt or security this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series, category/class of debt, security or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the credit rating action on the support provider and in relation to each particular credit rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on www.moodys.com.For any affected securities or rated entities receiving direct credit support from the primary entity(ies) of this credit rating action, and whose ratings may change as a result of this credit rating action, the associated regulatory disclosures will be those of the guarantor entity. Exceptions to this approach exist for the following disclosures, if applicable to jurisdiction: Ancillary Services, Disclosure to rated entity, Disclosure from rated entity.The ratings have been disclosed to the rated entity or its designated agent(s) and issued with no amendment resulting from that disclosure.These ratings are solicited. Please refer to Moody's Policy for Designating and Assigning Unsolicited Credit Ratings available on its website www.moodys.com.Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.Moody's general principles for assessing environmental, social and governance (ESG) risks in our credit analysis can be found at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1243406.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the EU and is endorsed by Moody's Deutschland GmbH, An der Welle 5, Frankfurt am Main 60322, Germany, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that issued the credit rating is available on www.moodys.com.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the UK and is endorsed by Moody's Investors Service Limited, One Canada Square, Canary Wharf, London E14 5FA under the law applicable to credit rating agencies in the UK. Further information on the UK endorsement status and on the Moody's office that issued the credit rating is available on www.moodys.com.Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating. Carl Salas VP - Senior Credit Officer Corporate Finance Group Moody's Investors Service, Inc. 250 Greenwich Street New York, NY 10007 U.S.A. JOURNALISTS: 1 212 553 0376 Client Service: 1 212 553 1653 Stephen Sohn Associate Managing Director Corporate Finance Group JOURNALISTS: 1 212 553 0376 Client Service: 1 212 553 1653 Releasing Office: Moody's Investors Service, Inc. 250 Greenwich Street New York, NY 10007 U.S.A. JOURNALISTS: 1 212 553 0376 Client Service: 1 212 553 1653 © 2021 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.CREDIT RATINGS ISSUED BY MOODY'S CREDIT RATINGS AFFILIATES ARE THEIR CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MATERIALS, PRODUCTS, SERVICES AND INFORMATION PUBLISHED BY MOODY’S (COLLECTIVELY, “PUBLICATIONS”) MAY INCLUDE SUCH CURRENT OPINIONS. MOODY’S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT OR IMPAIRMENT. SEE APPLICABLE MOODY’S RATING SYMBOLS AND DEFINITIONS PUBLICATION FOR INFORMATION ON THE TYPES OF CONTRACTUAL FINANCIAL OBLIGATIONS ADDRESSED BY MOODY’S CREDIT RATINGS. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS, NON-CREDIT ASSESSMENTS (“ASSESSMENTS”), AND OTHER OPINIONS INCLUDED IN MOODY’S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY’S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY’S ANALYTICS, INC. AND/OR ITS AFFILIATES. MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS DO NOT COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY’S ISSUES ITS CREDIT RATINGS, ASSESSMENTS AND OTHER OPINIONS AND PUBLISHES ITS PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS, AND PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS AND INAPPROPRIATE FOR RETAIL INVESTORS TO USE MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS OR PUBLICATIONS WHEN MAKING AN INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT.MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS ARE NOT INTENDED FOR USE BY ANY PERSON AS A BENCHMARK AS THAT TERM IS DEFINED FOR REGULATORY PURPOSES AND MUST NOT BE USED IN ANY WAY THAT COULD RESULT IN THEM BEING CONSIDERED A BENCHMARK.All information contained herein is obtained by MOODY’S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided “AS IS” without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY’S is not an auditor and cannot in every instance independently verify or validate information received in the rating process or in preparing its Publications.To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability to any person or entity for any indirect, special, consequential, or incidental losses or damages whatsoever arising from or in connection with the information contained herein or the use of or inability to use any such information, even if MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers is advised in advance of the possibility of such losses or damages, including but not limited to: (a) any loss of present or prospective profits or (b) any loss or damage arising where the relevant financial instrument is not the subject of a particular credit rating assigned by MOODY’S.To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability for any direct or compensatory losses or damages caused to any person or entity, including but not limited to by any negligence (but excluding fraud, willful misconduct or any other type of liability that, for the avoidance of doubt, by law cannot be excluded) on the part of, or any contingency within or beyond the control of, MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers, arising from or in connection with the information contained herein or the use of or inability to use any such information.NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY CREDIT RATING, ASSESSMENT, OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY’S IN ANY FORM OR MANNER WHATSOEVER.Moody’s Investors Service, Inc., a wholly-owned credit rating agency subsidiary of Moody’s Corporation (“MCO”), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s Investors Service, Inc. have, prior to assignment of any credit rating, agreed to pay to Moody’s Investors Service, Inc. for credit ratings opinions and services rendered by it fees ranging from $1,000 to approximately $5,000,000. MCO and Moody’s Investors Service also maintain policies and procedures to address the independence of Moody’s Investors Service credit ratings and credit rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold credit ratings from Moody’s Investors Service and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at www.moodys.com under the heading “Investor Relations — Corporate Governance — Director and Shareholder Affiliation Policy.”Additional terms for Australia only: Any publication into Australia of this document is pursuant to the Australian Financial Services License of MOODY’S affiliate, Moody’s Investors Service Pty Limited ABN 61 003 399 657AFSL 336969 and/or Moody’s Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). This document is intended to be provided only to “wholesale clients” within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY’S that you are, or are accessing the document as a representative of, a “wholesale client” and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to “retail clients” within the meaning of section 761G of the Corporations Act 2001. MOODY’S credit rating is an opinion as to the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors.Additional terms for Japan only: Moody's Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly-owned by Moody’s Overseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by an entity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registered with the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively.MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any credit rating, agreed to pay to MJKK or MSFJ (as applicable) for credit ratings opinions and services rendered by it fees ranging from JPY125,000 to approximately JPY550,000,000.MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements. ​