Summary
Priceline.com Incorporated (now Booking Holdings Inc.) announced on September 26, 2006, the completion of a private placement of $300 million in aggregate principal amount of Convertible Senior Notes, consisting of $150 million of 0.50% Convertible Senior Notes due 2011 and $150 million of 0.75% Convertible Senior Notes due 2013. The offering was conducted in reliance on Section 4(2) of the Securities Act of 1933 and Rule 144A under the Act, with Goldman Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith acting as initial purchasers. The net proceeds from this issuance are estimated to be approximately $291.8 million after deducting discounts and offering expenses. This capital infusion provides the company with financial flexibility and capital for general corporate purposes. In conjunction with the note offering, the Company also entered into hedge transactions, specifically purchased call options on its common stock, to manage potential dilution. These options are designed to increase the effective conversion price of the notes and, if the stock price exceeds a certain threshold ($50.47), the Company may receive net shares, thereby offsetting some of the dilution impact. These hedging instruments are separate from the notes and do not affect the rights of noteholders.
Key Highlights
- 1Priceline.com completed a $300 million private placement of Convertible Senior Notes.
- 2The offering includes $150 million of notes due 2011 and $150 million of notes due 2013.
- 3Net proceeds from the sale are estimated at approximately $291.8 million.
- 4The notes were issued in reliance on Section 4(2) and Rule 144A, targeting qualified institutional buyers.
- 5The company entered into purchased call option transactions to hedge against potential dilution from note conversions.
- 6These call options are intended to increase the effective conversion price and may result in the company receiving shares if the stock price rises significantly.