0001075531-15-000041.txt : 20150526 0001075531-15-000041.hdr.sgml : 20150525 20150526085555 ACCESSION NUMBER: 0001075531-15-000041 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150526 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150526 DATE AS OF CHANGE: 20150526 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: 15888171 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 a8kctrip-may2015.htm 8-K 8K Ctrip - May 2015


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) May 26, 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 May 26, 2015, The Priceline Group Inc., a Delaware corporation, (the "Company") issued a press release announcing that the Company will make an additional investment in Ctrip.com International, Ltd. through the purchase of a $250 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:  May 26, 2015





EXHIBIT INDEX
 
Exhibit No.    Description

99.1
Press Release.




 EX-99.1 2 ex991pressrelease2015ctrip.htm EXHIBIT 99.1 EX 99.1 Press Release 2015 Ctrip Investment

Exhibit 99.1

The Priceline Group Announces Additional Investment in Ctrip

NORWALK, Conn., May 26, 2015 . . . The Priceline Group Inc. (NASDAQ: PCLN) today announced that it will invest an additional $250 million in Ctrip.com International, Ltd. (NASDAQ: CTRP) ("Ctrip"), China’s leading online travel company. The investment will be made via a convertible bond and Ctrip has granted permission to The Priceline Group to increase its ownership in Ctrip through the acquisition of Ctrip's American depositary shares in the open market so that, when combined with the shares issuable upon conversion of the new bond and the $500 million convertible bond issued to The Priceline Group in August 2014, The Priceline Group may hold up to 15% of Ctrip's outstanding shares.

This investment follows a commercial relationship established between the two companies in 2012, which was expanded in August 2014 along with the $500 million investment by The Priceline Group. Immediately following issuance of the new $250 million bond and assuming conversion of the two bonds, The Priceline Group will own securities representing approximately 10.5% of Ctrip’s outstanding shares.

The two companies will continue their existing commercial partnership, whereby accommodations inventory is cross-promoted between the brands.

"Ctrip continues to be a very important partner for The Priceline Group in China, and we look forward to continuing to build upon that partnership," said Darren Huston, CEO of Booking.com and President & CEO of The Priceline Group.  "We consider Ctrip a market leader in China and we’re investing in a company and a team that we believe fits well with our long-term view of China as a market and the Chinese people as global travelers."
James Liang, Chairman and CEO of Ctrip said, "Today’s news aligns with our continued commitment to drive our existing commercial agreement with The Priceline Group forward in order to deliver more value for travelers seeking great accommodations all over the world."
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 through six primary brands - Booking.com, priceline.com, KAYAK, agoda.com, rentalcars.com, and OpenTable. For more information, visit PricelineGroup.com.

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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