HomeAway, Inc. Announces Pricing Of $350 Million Offering Of 0.125% Convertible Senior Notes Due 2019

AUSTIN, Texas, March 25, 2014 (GLOBE NEWSWIRE) -- HomeAway, Inc. ("HomeAway") (Nasdaq:AWAY) today announced the pricing of $350 million aggregate principal amount of convertible senior notes due 2019 (the "notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Act"). HomeAway also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $52.5 million aggregate principal amount of the notes to cover over-allotments, if any. The sale of the notes to the initial purchasers is expected to settle on March 31, 2014, subject to customary closing conditions, and is expected to result in $339.7 million in net proceeds to HomeAway after deducting fees and estimated offering expenses payable by HomeAway (assuming no exercise of the initial purchasers' over-allotment option).

The notes will be senior, unsecured obligations of HomeAway, and will bear interest at a rate of 0.125% per year. Interest will be payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2014. The notes will mature on April 1, 2019, unless earlier repurchased or converted.

HomeAway expects to use approximately $41.4 million of the net proceeds of the offering of the notes to pay the cost of the convertible note hedge transactions described below after such cost is partially offset by the proceeds of the warrant transactions described below to raise the effective conversion price of the notes from HomeAway's perspective, and to use the remaining proceeds of the offering for general corporate purposes, which may include working capital, capital expenditures, possible repurchases of HomeAway's common stock, potential acquisitions and strategic transactions.

The initial conversion rate is 19.1703 shares of common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $52.16 per share).  Prior to the close of business on the business day immediately preceding October 1, 2018, the notes will be convertible at the option of the note holders only upon the satisfaction of specified conditions and during certain periods. Thereafter until close of business on the second scheduled trading day preceding maturity, the notes will be convertible at the option of the noteholders at any time regardless of these conditions. Conversions of the notes will be settled in cash, shares of HomeAway's common stock or a combination thereof, at HomeAway's election. The last reported sale price of HomeAway's common stock on March 25, 2014 was $38.64 per share.

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