0001075531-12-000012.txt : 20120307 0001075531-12-000012.hdr.sgml : 20120307 20120307165652 ACCESSION NUMBER: 0001075531-12-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120307 ITEM INFORMATION: Other Events FILED AS OF DATE: 20120307 DATE AS OF CHANGE: 20120307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRICELINE COM 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: 12674795 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 8-K 1 pricing8-k.htm 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) March 7, 2012
 
priceline.com Incorporated
(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
 
6,854
(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 8.01.  Other Events
 
On March 7, 2012, priceline.com issued a press release announcing the pricing of this offering 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 priceline.com Incorporated on March 7, 2012, regarding the pricing of the $875 million 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.
 
 
PRICELINE.COM INCORPORATED
 
 
 
 
 
 
 
By:
/s/ Daniel J. Finnegan
 
 
Name: Daniel J. Finnegan
 
 
Chief Financial Officer
 
 
Date:  March 7, 2012





EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
99.1

 
Press release issued by priceline.com Incorporated on March 7, 2012, regarding the pricing of the $875 million private offering of Convertible Senior Notes and the repurchase of shares of its common stock.
 
 
 
 
 
 



 EX-99.1 2 pricingpressrelease.htm PRICING PRESS RELEASE Pricing Press Release



Priceline.com Announces Pricing of $875 Million Private Offering of Convertible Senior Notes and Common Stock Repurchase
 
NORWALK, Conn.-(PRNewswire)-March 7, 2012-Priceline.com Incorporated (Nasdaq: PCLN) announced today the pricing of $875 million principal amount of Convertible Senior Notes due 2018 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 1.0% per annum.  In certain circumstances, the notes may be converted into cash up to their principal amount, and into shares of priceline.com common stock and/or cash at the Company's election for the conversion value above the principal amount based on a conversion rate of 1.0586 shares of common stock per $1,000 principal amount of the notes (which is equal to a conversion price of approximately $944.61 per share, representing a 50% conversion premium based on the closing price of $629.74 per share on March 6, 2012).
 
Priceline.com estimates that the net proceeds from the offering of notes will be approximately $856.5 million, after deducting estimated fees and expenses.  To the extent the initial purchasers sell more than $875 million principal amount of the notes, priceline.com granted the initial purchasers an option to purchase up to $125 million principal amount of additional notes at any time prior to March 31, 2012, solely to cover over-allotments.
 
Priceline.com plans to use the net proceeds from the offering of the notes to repurchase approximately $166 million of its outstanding common stock in privately negotiated, off-market transactions, which may be effected through one or more of the initial purchasers of the notes or their respective affiliates, concurrently with the offering.  The net proceeds will also be used for general corporate purposes, which may include repurchasing shares of priceline.com common stock in the open market or in privately negotiated transactions from time to time, repaying outstanding debt and corporate acquisitions.
 
The sale of the notes and the repurchase of the shares of common stock are expected to close on March 12, 2012.
 
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 any priceline.com 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.
 
CONTACT: priceline.com Incorporated
Brian Ek
brian.ek@priceline.com
 
SOURCE: priceline.com Incorporated