Summary
The Priceline Group Inc. (now Booking Holdings Inc.) filed an 8-K on March 4, 2015, to report on the entry into a material definitive agreement related to a debt issuance. Specifically, the company executed an Officers' Certificate in connection with the sale of €1,000,000,000 aggregate principal amount of its 1.800% Senior Notes due 2027. This issuance ranks as general unsecured senior obligations of the company and is on par with its existing senior unsecured debt, including various convertible notes and its revolving credit facility. These new notes mature on March 3, 2027, and carry an annual interest rate of 1.800%, payable annually. The company retains the option to redeem the notes under specific conditions, including a 'make whole' premium or in the event of certain U.S. taxation developments. The filing also details customary events of default and acceleration clauses associated with the indenture, providing transparency on the terms and conditions of this significant financing arrangement for investors.
Key Highlights
- 1The Priceline Group Inc. issued €1,000,000,000 in 1.800% Senior Notes due 2027.
- 2The notes are unsecured senior obligations and rank equally with other senior unsecured debt.
- 3The issuance is governed by an Indenture dated September 23, 2014, and an Officers' Certificate dated March 3, 2015.
- 4Interest on the notes is payable at 1.800% annually, starting March 3, 2016.
- 5The company has the option to redeem the notes early under specified conditions, including a 'make whole' premium or tax-related events.
- 6The Indenture includes standard events of default and acceleration provisions.