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Priceline.com Announces Pricing of $500 Million Private Offering of Convertible Senior Notes and Common Stock Repurchase
NORWALK, Conn., March 4 -- Priceline.com Incorporated (NASDAQ:PCLN) announced today the pricing of $500 million principal amount of Convertible Senior Notes due 2015 through a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
The notes will pay interest semiannually at a rate of 1.25% per annum. In certain circumstances, the notes may be converted into cash up to their principal amount, and into shares of priceline.com common stock and/or cash at the Company's election for the conversion value above the principal amount based on a conversion rate of 3.2997 shares of common stock per $1,000 principal amount of the notes (which is equal to a conversion price of approximately $303.06 per share, representing a 30% conversion premium based on the closing price of $233.12 per share on March 4, 2010).
Priceline.com estimates that the net proceeds from the offering of notes will be approximately $488,400,000 million, after deducting estimated fees and expenses. Priceline.com granted the initial purchasers a 30-day option to purchase up to $75 million principal amount of additional notes solely to cover over-allotments.
Priceline.com plans to use the net proceeds from the offering of the notes to repurchase approximately $100 million of its outstanding common stock in privately negotiated, off-market transactions, which may be effected through one or more of the initial purchasers of the notes or their respective affiliates, concurrently with the offering. The net proceeds will also be used for general corporate purposes, which may include repurchasing shares of priceline.com common stock in the open market or in privately negotiated transactions from time to time, repaying outstanding debt and corporate acquisitions.
The sale of the notes and the repurchase of the shares of common stock are expected to close on March 10, 2010.
This notice does not constitute an offer to sell or a solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum. The notes and any priceline.com common stock issuable upon the conversion of the notes have not been registered under the Securities Act of 1933, as amended or the securities laws of any other jurisdiction and may not be offered or sold absent registration or an applicable exemption from registration requirements.
Source: Priceline.com Incorporated
CONTACT: Brian Ek, priceline.com Incorporated, +1-203-299-8167,
brian.ek@priceline.com
Priceline.com Announces Pricing of $500 Million Private Offering of Convertible Senior Notes and Common Stock Repurchase
NORWALK, Conn., March 4 -- Priceline.com Incorporated (NASDAQ:PCLN) announced today the pricing of $500 million principal amount of Convertible Senior Notes due 2015 through a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
The notes will pay interest semiannually at a rate of 1.25% per annum. In certain circumstances, the notes may be converted into cash up to their principal amount, and into shares of priceline.com common stock and/or cash at the Company's election for the conversion value above the principal amount based on a conversion rate of 3.2997 shares of common stock per $1,000 principal amount of the notes (which is equal to a conversion price of approximately $303.06 per share, representing a 30% conversion premium based on the closing price of $233.12 per share on March 4, 2010).
Priceline.com estimates that the net proceeds from the offering of notes will be approximately $488,400,000 million, after deducting estimated fees and expenses. Priceline.com granted the initial purchasers a 30-day option to purchase up to $75 million principal amount of additional notes solely to cover over-allotments.
Priceline.com plans to use the net proceeds from the offering of the notes to repurchase approximately $100 million of its outstanding common stock in privately negotiated, off-market transactions, which may be effected through one or more of the initial purchasers of the notes or their respective affiliates, concurrently with the offering. The net proceeds will also be used for general corporate purposes, which may include repurchasing shares of priceline.com common stock in the open market or in privately negotiated transactions from time to time, repaying outstanding debt and corporate acquisitions.
The sale of the notes and the repurchase of the shares of common stock are expected to close on March 10, 2010.
This notice does not constitute an offer to sell or a solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering memorandum. The notes and any priceline.com common stock issuable upon the conversion of the notes have not been registered under the Securities Act of 1933, as amended or the securities laws of any other jurisdiction and may not be offered or sold absent registration or an applicable exemption from registration requirements.
Source: Priceline.com Incorporated
CONTACT: Brian Ek, priceline.com Incorporated, +1-203-299-8167,
brian.ek@priceline.com