Summary
This 8-K filing from priceline.com Incorporated (now Booking Holdings Inc.) on December 13, 2004, primarily details amendments to its existing convertible senior notes indentures. Specifically, the company entered into two supplemental indentures: a First Supplemental Indenture for its 2.25% Convertible Senior Notes due 2025 and a Second Supplemental Indenture for its 1.00% Convertible Senior Notes due 2010. The key change across both indentures is the elimination of priceline.com's ability to satisfy its repurchase obligations and 'make-whole' premium obligations using shares of its common stock. Instead, the company is now contractually obligated to fulfill these obligations solely with cash. This amendment significantly impacts the company's financial flexibility and cash management strategies related to these debt instruments.
Key Highlights
- 1Priceline.com Incorporated amended its 2.25% Convertible Senior Notes due 2025 indenture via a First Supplemental Indenture.
- 2Priceline.com Incorporated amended its 1.00% Convertible Senior Notes due 2010 indenture via a Second Supplemental Indenture.
- 3Both supplemental indentures eliminate the company's right to repurchase notes using common stock.
- 4Both supplemental indentures eliminate the company's right to pay 'make-whole' premiums using common stock.
- 5Repurchase obligations and 'make-whole' premiums must now be paid in cash for both note series.
- 6The changes were formalized on December 13, 2004, with American Stock Transfer & Trust Company serving as trustee.
- 7This move potentially increases the cash outflow requirements for priceline.com under specific debt covenants.