Exhibit (a)(5)(D)
Expedia,
Inc.
3150 139th Avenue S.E.
Bellevue, WA 98005
Telephone:
(425) 679-7200
Burke F. Norton
Executive Vice President,
General Counsel & Secretary
June 29, 2007
To Our Warrant and Series A Cumulative Convertible
Preferred Stock Holders:
As described in the enclosed materials, Expedia, Inc.
(“Expedia”) is offering to purchase from its
stockholders up to 116,666,665 shares of its common stock,
par value $.001 per share, or such lesser number of shares as
are properly tendered, upon the terms and subject to the
conditions set forth in the enclosed Offer to Purchase and the
related Letter of Transmittal (which together, as they may be
amended and supplemented from time to time, constitute the
tender offer). On the terms and subject to the conditions of the
tender offer, we will determine the single per share price, not
greater than $27.50 nor less than $30.00 per share, net to the
stockholder in cash. Expedia will select the lowest purchase
price that will allow it to purchase 116,666,665 shares or,
if a lesser number of shares are properly tendered, all shares
that are properly tendered and not withdrawn. All shares
acquired in the tender offer will be acquired at the same
purchase price regardless of whether the stockholder tendered at
a lower price.
No securities may be tendered into the tender offer other
than shares of Expedia common stock. If you hold exercisable
warrants for common stock (“warrants”), you may
exercise such warrants in accordance with the terms of the
applicable agreements governing your warrants and tender the
shares received upon exercise in accordance with the tender
offer. If you hold Expedia Series A Cumulative Convertible
Preferred Stock (“preferred stock”), you may convert
such preferred stock into Expedia common stock in accordance
with the rights and preferences governing the preferred stock
and tender the shares you receive in accordance with the tender
offer. If you do not wish to participate in the tender offer,
you do not need to take any action.
We explain the terms and conditions of the tender offer in
detail in the enclosed materials. We encourage you to read
carefully these materials, the agreements governing your
warrants
and/or the
rights and preferences governing your preferred stock before
making any decision with respect to the tender offer.
The tender offer will expire at 5:00 p.m., New York City
time, on Wednesday, August 8, 2007, unless Expedia extends the
tender offer. If you require additional information concerning
procedures to exercise warrants or convert preferred stock, or
concerning the terms and conditions of the tender offer, please
call MacKenzie Partners, Inc., the Information Agent for the
tender offer, toll free at
(800) 322-2885
or call collect at
(212) 929-5500.
Sincerely,
Burke F. Norton
Executive Vice President,
General Counsel & Secretary