Summary
This 8-K filing from Priceline.com Incorporated (now Booking Holdings Inc.) on November 7, 2013, primarily announces the company's third-quarter 2013 financial results and details an unregistered sale of equity securities. Investors should note the company's performance in Q3 2013, as detailed in the accompanying press release and financial statements. The filing also highlights a significant issuance of common stock related to the conversion of convertible senior notes, which could impact share count and dilution.
Key Highlights
- 1Priceline.com Incorporated announced its third-quarter 2013 financial results on November 7, 2013.
- 2The company issued 539,843 shares of common stock between October 22, 2013, and November 4, 2013.
- 3These shares were issued in connection with the conversion of $231,333,000 aggregate principal amount of 1.25% Convertible Senior Notes due 2015.
- 4The company elected to pay the conversion premium for these notes in shares of common stock.
- 5The issuance of these shares was made under Section 3(a)(9) of the Securities Act of 1933, meaning it was an unregistered sale.
- 6These newly issued shares represented over 1% of the company's outstanding shares as of October 21, 2013.
- 7The press release and accompanying financial statements (balance sheet, statements of operations, and cash flows) for the period ended September 30, 2013, are incorporated by reference.