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AWAY > SEC Filings for AWAY > Form 8-K on 13-Dec-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 Entry Into a Material Definitive Agreement.

On December 11, 2013, HomeAway, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Goldman, Sachs & Co., Morgan Stanley & Co. LLC, Stifel, Nicolaus & Company, Incorporated and Pacific Crest Securities LLC (the "Underwriters), and the selling stockholders (the "Selling Stockholders"), relating to an underwritten public offering of 6,018,630 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), of which 5,500,000 shares are being sold by the Company and 518,630 shares are being sold by the Selling Stockholders. The offering price to the public is $37.00 per share, and the Underwriters have agreed to purchase the Shares from the Company and the Selling Stockholders pursuant to the Underwriting Agreement at a price of $35.6125 per share. Under the terms of the Underwriting Agreement, the Selling Stockholders granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 902,794 shares of Common Stock.

The Shares will be issued pursuant to an automatic registration statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on December 10, 2013, which became effective upon filing (File No. 333-192750), and a related prospectus filed with the SEC on December 12, 2013. The closing of the offering and delivery of the Shares are expected to take place on December 17, 2013, subject to the satisfaction of customary closing conditions.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated by reference in the Registration Statement. The description of the Underwriting Agreement in this report is a summary and is qualified in its entirety by the terms of the Underwriting Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number                                     Description

1.1           Underwriting Agreement, dated as of December 11, 2013, by and among
              the Company, Deutsche Bank Securities Inc., J.P. Morgan Securities
              LLC, Goldman, Sachs & Co., Morgan Stanley & Co. LLC, Stifel, Nicolaus
              & Company, Incorporated, Pacific Crest Securities LLC and the Selling

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