0001075531-14-000054.txt : 20140815 0001075531-14-000054.hdr.sgml : 20140815 20140815064006 ACCESSION NUMBER: 0001075531-14-000054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140814 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140815 DATE AS OF CHANGE: 20140815 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: 141045032 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 a2014convertpricing8-k.htm 8-K 2014 Convert Pricing 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 14, 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 14, 2014, The Priceline Group Inc. issued a press release announcing the pricing of the offering of $1 billion of Convertible Senior Notes in a private placement and the repurchase of shares of its common stock. 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 14, 2014, regarding the pricing of the $1 billion private offering of Convertible Senior Notes and the repurchase of shares of its common stock.
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 14, 2014








EXHIBIT INDEX
 
Exhibit No.    Description
99.1
Press release issued by The Priceline Group Inc. on August 14, 2014, regarding the pricing of the $1 billion private offering of Convertible Senior Notes and the repurchase of shares of its common stock.




 EX-99.1 2 exhibit991.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1


The Priceline Group Announces Pricing of $1 Billion Private Offering of Convertible Senior Notes and Common Stock Repurchase
 
NORWALK, Conn.-(PRNewswire)-August 14, 2014

The Priceline Group Inc. (Nasdaq: PCLN) announced today the pricing of $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.
 
The notes will pay interest semiannually at a rate of 0.90% per annum. 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 Priceline Group’s election for the conversion value above the principal amount based on a conversion rate of 0.4865 shares of common stock per $1,000 principal amount of the notes (which is equal to a conversion price of approximately $2,055.50 per share, representing an approximately 60% conversion premium based on the closing price of $1,284.81 per share on August 14, 2014).
 
The Priceline Group estimates that the net proceeds from the offering of notes will be approximately $990 million, after deducting estimated fees and expenses. To the extent the initial purchasers sell more than $1 billion principal amount of the notes, The Priceline Group granted the initial purchasers an option to purchase up to $150 million principal amount of additional notes at any time prior to September 13, 2014, solely to cover over-allotments.
 
The Priceline Group plans to use the net proceeds from the offering of the notes to repurchase approximately $147 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.

The sale of the notes and the initial repurchase of the shares of common stock are expected to close on August 20, 2014.
 
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