By Kenneth Lim
Boston, Sept. 22 - Priceline.com Inc. priced a $300 million two-tranche offering of convertible senior notes within talk on Thursday, with the five-year series at a coupon of 0.5% and the seven-year series at a coupon of 0.75%. The initial conversion premium for both tranches was set at 20%.
The $150 million five-year series was talked at a coupon of 0.25% to 0.75% with an initial conversion premium of 17.5% to 22.5%. The equally sized series of seven-year notes was talked at a coupon of 0.5% to 1% with the same initial conversion premium range.
Each tranche has an over-allotment option for a further $22.5 million.
Goldman Sachs was the bookrunner of the Rule 144A offering.
All the notes are non-callable.
There is a contingent conversion threshold at 120% of the conversion price.
The convertibles will have full dividend and takeover protection.
The convertibles have a net-share settlement feature.
Norwalk, Conn.-based Priceline.com, an online travel company, plans to use the proceeds to repurchase up to $150 million of its common stock and to repay existing convertible debt that will become due in 2008. The company will also tender for all its outstanding convertible debt due 2010 and 2025 in a part-cash, part-exchange offer, although it did not specify in what proportions.
Priceline will also enter into convertible note hedge transactions and fund general corporate purposes with the proceeds of the deal.
| Issuer: | Priceline.com Inc.
|
| Issue: | Convertible senior notes
|
| Bookrunner: | Goldman Sachs
|
| Pricing date: | Sept. 21 after the close
|
| Settlement date: | Sept. 27
|
| Distribution: | Rule 144A
|
|
|
| Five-year tranche
|
| Amount: | $150 million
|
| Greenshoe: | $22.5 million
|
| Maturity: | Sept. 30, 2011
|
| Coupon: | 0.5%
|
| Price: | Par
|
| Yield: | 0.5%
|
| Conversion premium: | 20%
|
| Conversion price: | $40.38
|
| Conversion ratio: | 24.7647
|
| Contingent conversion: | 120%
|
| Net-share option: | Yes
|
| Dividend protection: | Yes
|
| Takeover protection: | Yes
|
| Call protection: | Non-callable
|
| Puts: | None
|
| Price talk: | 0.25%-0.75%, up 17.5%-22.5%
|
|
|
| Seven-year tranche
|
| Amount: | $150 million
|
| Greenshoe: | $22.5 million
|
| Maturity: | Sept. 30, 2013
|
| Coupon: | 0.75%
|
| Price: | Par
|
| Yield: | 0.75%
|
| Conversion premium: | 20%
|
| Conversion price: | $40.38
|
| Conversion ratio: | 24.7647
|
| Contingent conversion: | 120%
|
| Net-share option: | Yes
|
| Dividend protection: | Yes
|
| Takeover protection: | Yes
|
| Call protection: | Non-callable
|
| Puts: | None
|
| Price talk: | 0.5%-1%, up 17.5%-22.5%
|
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