UNITED STATES
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): September 16, 2014
THE PRICELINE GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-25581 |
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06-1528493 |
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(State or other jurisdiction of |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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800 Connecticut Avenue, Norwalk, Connecticut |
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06854 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (212) 299-8000
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-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 7.01 — REGULATION FD DISCLOSURE
On September 16, 2014, The Priceline Group Inc. issued a press release announcing that it intends to offer Senior Notes in a public offering. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) The following exhibit is filed as a part of this Report.
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated September 16, 2014 |
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.
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THE PRICELINE GROUP INC. | |
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By: |
/s/ DANIEL J. FINNEGAN |
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Name: |
Daniel J. Finnegan |
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Title: |
Chief Financial Officer and Chief Accounting Officer |
Date: September 16, 2014
Exhibit 99.1
The Priceline Group Announces Proposed Public Offering of Senior Notes
NORWALK, Conn.-September 16, 2014
The Priceline Group Inc. (Nasdaq: PCLN) announced today its intention to offer, subject to market and other conditions, a benchmark issue of Senior Notes in an underwritten public offering.
The Priceline Group plans to use the net proceeds from the offering of the notes for general corporate purposes, which may include share repurchases, repayment of debt and acquisitions, among other uses.
Deutsche Bank AG, London Branch, The Royal Bank of Scotland plc, Wells Fargo Securities, LLC, Citigroup Global Markets Limited and Goldman, Sachs & Co. will act as joint book-running managers for the offering.
The offering is being made pursuant to an effective shelf registration statement on Form S-3 that has previously been filed with the Securities and Exchange Commission (“SEC”). A preliminary prospectus supplement, together with the accompanying prospectus, related to the offering will be filed with the SEC and will be available on the SEC’s website, http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus related to this offering may be obtained by contacting: Deutsche Bank AG, London Branch, at +1 (800) 503-4611 or prospectus.cpdg@db.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on The Priceline Group management’s current expectations, including the expected consummation of the proposed offering and plans, projections and estimates regarding the use of proceeds from the proposed offering. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including prevailing market conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect The Priceline Group and its results is included in The Priceline Group’s filings with the SEC. The term “including,” and any variation thereof, means “including, without limitation.” We undertake no obligation to update any information contained in this press release.
About The Priceline Group
The Priceline Group Inc. (NASDAQ: PCLN) is the world leader in online travel, serving consumers and partners through six primary brands - Booking.com, priceline.com, agoda.com, KAYAK, rentalcars.com and OpenTable.
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For Press Information: Leslie Cafferty (203) 299-8128 leslie.cafferty@pricelinegroup.com
For Investor Relations: Matthew Tynan (203) 299-8487 matt.tynan@pricelinegroup.com