ITEM 1.01. Entry into a Material Definitive Agreement.
On May 23, 2016, The Priceline Group Inc. (the “Company”) executed an Officers’ Certificate (the “Officers’ Certificate”), in accordance with Sections 2.02 and 10.04 of the Indenture dated September 23, 2014 (the “Base Indenture”, and together with the Officers’ Certificate, the “Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), in connection with the sale of $1,000,000,000 aggregate principal amount of the Company’s 3.600% Senior Notes due 2026 (the “Senior Notes”). The Senior Notes will mature on June 1, 2026, unless earlier redeemed or repurchased. The Senior Notes are the Company’s general senior unsecured obligations and rank equally with the Company’s other senior unsecured obligations.
The Company will pay interest on the Senior Notes at an annual rate of 3.600% payable on June 1 and December 1 of each year, beginning December 1, 2016.
Prior to March 1, 2026, the date that is three months prior to the maturity date of the Senior Notes (the “Par Call Date”), the Company may redeem some or all of the Senior Notes at a redemption price equal to 100% of their principal amount plus accrued and unpaid interest, if any, plus a specified “make-whole” premium. The Company may also redeem some or all of the Senior Notes on or after the Par Call Date at 100% of the principal amount of the Senior Notes, plus accrued and unpaid interest, if any.
The Indenture contains customary events of default with respect to the Senior Notes, including failure to make required payments, failure to comply with certain agreements or covenants, and certain events of bankruptcy and insolvency. Events of default under the Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the Senior Notes. If any other event of default under the Indenture occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes may declare the acceleration of the amounts due under the Senior Notes.
The foregoing description of the Senior Notes is qualified in its entirety by reference to the full text of the Base Indenture, which was previously filed as Exhibit 4.1 to our Current Report on Form 8-K dated November 20, 2015, the Form of Senior Note, which is filed as Exhibit 4.1 hereto, and the Officers’ Certificate, which is filed as Exhibit 4.2 hereto, each of which is incorporated herein by reference.