8-KSecurities & Listing

Booking Holdings Inc. 8-K Report, Unregistered Securities Sale (Jan 18, 2007)

Filed January 18, 2007For Securities:BKNG

Summary

This 8-K filing from priceline.com Incorporated (now Booking Holdings Inc.) on January 18, 2007, primarily details the exercise of warrants by Delta Airlines, Inc. This event resulted in Delta acquiring 756,199 shares of priceline.com's common stock. Importantly, the exercise was settled by Delta surrendering all of its remaining 13,470 shares of Series B Redeemable Preferred Stock, valued at approximately $13.5 million. This extinguishes the Series B Preferred Stock class entirely, simplifying the company's capital structure. Further, the filing notes that a final pro-rated dividend payment in the form of common stock will be issued to Delta on February 6, 2007, the final scheduled dividend date for the Series B Preferred Stock. For investors, this transaction signifies the elimination of a preferred stock class and a significant issuance of new common stock, which could impact earnings per share calculations moving forward. The warrants themselves were set to expire in February 2007.

Key Highlights

  • 1Delta Airlines exercised warrants to purchase 756,199 shares of priceline.com common stock.
  • 2The exercise was settled through the surrender of all remaining 13,470 shares of Series B Redeemable Preferred Stock by Delta.
  • 3The surrender of Series B Preferred Stock had an aggregate liquidation preference of approximately $13.5 million.
  • 4As a result of Delta's surrender, there are no longer any shares of Series B Redeemable Preferred Stock outstanding.
  • 5The warrants and related agreement were set to expire in February 2007.
  • 6A final pro-rated dividend, paid in common stock, will be issued to Delta on February 6, 2007, as per the Series B Preferred Stock terms.

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