Priceline.com Prices $1B in Convertible Senior Notes Offering

Priceline.com Incorporated

announced today the pricing of $1 billion principal amount of Convertible Senior Notes due 2020 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 0.35% 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 priceline.com's election for the conversion value above the principal amount based on a conversion rate of 0.7604 shares of common stock per $1,000 principal amount of the notes (which is equal to a conversion price of approximately $1,315.10 per share, representing a 66% conversion premium based on the closing price of $792.27 per share on May 29, 2013). Priceline.com estimates that the net proceeds from the offering of notes will be approximately $979.0 million, after deducting estimated fees and expenses.  To the extent the initial purchasers sell more than $1 billion principal amount of the notes, priceline.com granted the initial purchasers an option to purchase up to $150 million principal amount of additional notes at any time prior to June 29, 2013, solely to cover over-allotments.