Summary
Priceline.com Incorporated (now Booking Holdings Inc.) announced on June 4, 2013, the successful completion of a private placement of $1 billion in 0.35% Convertible Senior Notes due 2020. The company raised approximately $979.0 million in net proceeds after expenses. This offering was conducted in reliance on Section 4(a)(2) of the Securities Act, with the notes being resold to qualified institutional buyers under Rule 144A. In conjunction with the note issuance, Priceline also repurchased approximately $144.6 million worth of its common stock (182,538 shares) in an off-market transaction. The convertible notes carry a low annual interest rate of 0.35% and can be converted into shares of common stock or cash under specific conditions, including a conversion premium based on the stock price at the time of the offering. The details of the purchase agreement and the indenture governing these notes were filed as exhibits to this report.
Key Highlights
- 1Issuance of $1 billion in 0.35% Convertible Senior Notes due 2020.
- 2Net proceeds from the note sale estimated at $979.0 million.
- 3Offering conducted via private placement (Section 4(a)(2)) and Rule 144A.
- 4Maturity date for the notes is June 15, 2020, with semi-annual interest payments.
- 5Notes are senior unsecured obligations, ranking equally with other senior unsecured debt.
- 6Conversion into common stock is possible under specific trigger events and at a conversion price representing a 66% premium to the May 29, 2013 closing stock price.
- 7Company repurchased 182,538 shares of common stock for approximately $144.6 million.