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Debt
12 Months Ended
Dec. 31, 2011
Debt [Abstract]  
Debt

NOTE 8 — Debt

The following table sets forth our outstanding debt:

 

     December 31,
2011
     December 31,
2010
 
     (In thousands)  

7.456% senior notes due 2018

   $ 500,000       $ 500,000   

5.95% senior notes due 2020, net of discount

     749,281         749,221   
  

 

 

    

 

 

 

Long-term debt

   $ 1,249,281       $ 1,249,221   
  

 

 

    

 

 

 

We have excluded from the above table the $400 million 8.5% Notes, which were included in current liabilities of discontinued operations as of December 31, 2011 and noncurrent liabilities of discontinued operations as of December 31, 2010 in the consolidated balance sheets. For further information, see Note 4 — Discontinued Operations.

Long-term Debt

Our $500 million in registered senior unsecured notes outstanding at December 31, 2011 are due in August 2018 and bear interest at 7.456% (the "7.456% Notes"). Interest is payable semi-annually in February and August of each year. The 7.456% Notes include covenants that limit our ability (i) to enter into sale/leaseback transactions, (ii) to create or incur liens and (iii) to merge or consolidate with or into another entity. The 7.456% Notes are repayable in whole or in part on August 15, 2013, at the option of the holders of such 7.456% Notes, at 100% of the principal amount plus accrued interest. We may redeem the 7.456% Notes at a redemption price of 100% of the principal plus accrued interest, plus a "make-whole" premium, in whole or in part at any time at our option.

 

Our $750 million in registered senior unsecured notes outstanding at December 31, 2011 are due in August 2020 and bear interest at 5.95% (the "5.95% Notes"). The 5.95% Notes were issued at 99.893% of par resulting in a discount, which is being amortized over their life. Interest is payable semi-annually in February and August of each year. The 5.95% Notes include covenants that limit our ability under certain circumstances to (i) create certain liens, (ii) enter into sale/leaseback transactions and (iii) merge or consolidate with or into another entity. We may redeem the 5.95% Notes at our option in whole or in part at any time or from time to time at a specified "make-whole" premium.

The 7.456% and 5.95% Notes (collectively the "Notes") are senior unsecured obligations guaranteed by certain domestic Expedia subsidiaries and rank equally in right of payment with all of our existing and future unsecured and unsubordinated obligations. For further information, see Note 21 — Guarantor and Non-Guarantor Supplemental Financial Information. Accrued interest related to the Notes was $31 million and $32 million as of December 31, 2011 and 2010.

Based on quoted market prices, the approximate fair value of 7.456% Notes was approximately $563 million and $561 million as of December 31, 2011 and 2010, and the approximate fair value of 5.95% Notes was approximately $760 million and $743 million as of December 31, 2011 and 2010.

Credit Facility

Expedia, Inc. maintains a $750 million unsecured revolving credit facility with a group of lenders, which was entered into in February 2010 replacing our prior $1 billion credit facility. In August 2011, we amended the revolving credit facility to, among other things, extend the maturity date of the revolving credit facility to August 2016, reduce the interest rate spread on drawn amounts thereunder and reduce the commitment fee on undrawn amounts thereunder. The facility is unconditionally guaranteed by certain domestic Expedia subsidiaries that are the same as under the Notes. As of December 31, 2011 and December 31, 2010, we had no revolving credit facility borrowings outstanding. The facility bears interest based on the Company's credit ratings, with drawn amounts bearing interest at LIBOR plus 150 basis points and the commitment fee on undrawn amounts at 22.5 basis points as of December 31, 2011. The facility contains financial covenants including leverage and minimum interest coverage ratios.

The amount of stand-by letters of credit ("LOC") issued under the facility reduces the amount available under the credit facility. As of December 31, 2011, and December 31, 2010, there was $22 million and $27 million of outstanding stand-by LOCs issued under the facility.