0001075531-15-000071.txt : 20151210 0001075531-15-000071.hdr.sgml : 20151210 20151210160537 ACCESSION NUMBER: 0001075531-15-000071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20151210 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151210 DATE AS OF CHANGE: 20151210 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: 001-36691 FILM NUMBER: 151280928 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 a8-kdecember2015ctripconve.htm 8-K 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) December 10, 2015
 
The Priceline Group Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-36691
 
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 December 10, 2015, The Priceline Group Inc., a Delaware corporation (the "Company"), issued a press release announcing that the Company has agreed to make an additional investment in Ctrip.com International, Ltd. through the purchase of a $500 million convertible bond. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit    Description

99.1
Press Release.





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/ Peter J. Millones
 
 
Name:
Peter J. Millones
 
 
Title:
Executive Vice President, General Counsel and Secretary
 
 
Date:  December 10, 2015





EXHIBIT INDEX
 
Exhibit No.    Description

99.1
Press Release.




 EX-99.1 2 ex991pressreleasectrip.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1

The Priceline Group Announces Additional Investment in Ctrip
NORWALK, Conn. December 10, 2015 . . . The Priceline Group Inc. (NASDAQ: PCLN) today announced that it has agreed to invest an additional $500 million in Ctrip.com International, Ltd. (NASDAQ: CTRP) ("Ctrip"), China’s leading online travel company, through a convertible bond. 
Including the new bond, The Priceline Group has invested about $1.9 billion in Ctrip convertible bonds and American Depositary Shares since 2014.  Immediately following issuance of the new $500 million bond, assuming conversion of bonds held, The Priceline Group will own approximately 45.5 million American Depository Shares of Ctrip on a fully diluted basis.
The Priceline Group and Ctrip will continue their existing commercial partnership, whereby accommodations inventory is cross-promoted between the brands.
“Today’s announcement reflects our ongoing commitment to the partnership between Ctrip and The Priceline Group, which began in 2012,” said Darren Huston, CEO of Booking.com and President & CEO of The Priceline Group.  “The investment is an important part of our broader strategy to continue to grow our online travel business to, from and within China.”

About The Priceline Group
The Priceline Group (NASDAQ: PCLN) is the world leader in online travel and related services, provided to customers and partners in over 200 countries and territories through six primary brands - Booking.com, priceline.com, KAYAK, agoda.com, rentalcars.com, and OpenTable. The Priceline Group’s mission is to help people experience the world.  For more information, visit PricelineGroup.com.
###

For further information, please contact:
The Priceline Group:
For Press Information: Leslie Cafferty 203-299-8128 leslie.cafferty@pricelinegroup.com
For Investor Relations: Matthew Tynan 203-299-8487 matt.tynan@pricelinegroup.com