0001075531-14-000052.txt : 20140813 0001075531-14-000052.hdr.sgml : 20140813 20140813162129 ACCESSION NUMBER: 0001075531-14-000052 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140813 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140813 DATE AS OF CHANGE: 20140813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Priceline Group Inc. CENTRAL INDEX KEY: 0001075531 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 061528493 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25581 FILM NUMBER: 141037770 BUSINESS ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 203-299-8000 MAIL ADDRESS: STREET 1: 800 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 FORMER COMPANY: FORMER CONFORMED NAME: PRICELINE COM INC DATE OF NAME CHANGE: 19981221 8-K 1 a2014convertannouncement8-k.htm 8-K 2014 Convert Announcement 8-K


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) August 13, 2014
 
The Priceline Group Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
0-25581
 
06-1528493
(State or other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
800 Connecticut Avenue, Norwalk, Connecticut
 
06854
(Address of principal office)
 
(zip code)
 
N/A 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4(c))








Item 7.01.    Regulation FD Disclosure
On August 13, 2014, The Priceline Group issued a press release announcing, among other things, that it intends to offer $1 billion of Convertible Senior Notes in a private placement.  A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.
 Item 9.01.    Financial Statements and Exhibits
(d)    Exhibits
99.1
Press release issued by The Priceline Group Inc. on August 13, 2014, regarding the proposed $1 billion private offering of Convertible Senior Notes.
The information in Exhibit 99.1 shall not be treated as “filed” for purposes of the Securities Exchange Act of 1934, as amended.





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
THE PRICELINE GROUP INC.
 
 
 
 
 
 
By:
/s/ Daniel J. Finnegan
 
 
Name:
Daniel J. Finnegan
 
 
Title:
Chief Financial Officer
 
 
Date:  August 13, 2014






EXHIBIT INDEX
 
Exhibit No.    Description
99.1
Press release issued by The Priceline Group Inc. on August 13, 2014, regarding the proposed $1 billion private offering of Convertible Senior Notes.




 EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Exhibit 99-1

Exhibit 99.1

The Priceline Group Announces Proposed $1 Billion Private Offering of Convertible
Senior Notes
 
NORWALK, Conn.-(PRNewswire)-August 13, 2014

The Priceline Group Inc. (Nasdaq: PCLN) announced today its intention to offer, subject to market and other conditions, up to $1 billion principal amount of Convertible Senior Notes due 2021 through a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In certain circumstances, the notes may be converted into cash up to their principal amount, and into shares of The Priceline Group common stock and/or cash at the Company’s election for the conversion value above the principal amount, if any.
 
The interest rate, conversion rate and other terms of the notes will be determined by negotiations between The Priceline Group and the initial purchasers of the notes. To the extent the initial purchasers sell more than $1 billion principal amount of the notes, The Priceline Group expects to grant the initial purchasers an option to purchase up to $150 million principal amount of additional notes for 30 days after the pricing date, solely to cover over-allotments.
 
The Priceline Group plans to use the net proceeds from the offering of the notes to repurchase up to $375 million of its outstanding common stock in privately negotiated, off-market transactions, which may be effected through the initial purchasers of the notes or their affiliates, concurrently with the consummation of the offering. Any remaining net proceeds will be used for general corporate purposes, which may include repaying outstanding debt, repurchasing additional shares of the Company's common stock and corporate acquisitions.
 
This notice does not constitute an offer to sell or a solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering circular. The notes and The Priceline Group common stock issuable upon the conversion of the notes have not been registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold absent registration or an applicable exemption from registration requirements.

###


For Press Information and Investor Relations: Matthew Tynan (203) 299-8487 matt.tynan@pricelinegroup.com