ITEM 1.01. Entry into a Material Definitive Agreement.
On August 15, 2017, The Priceline Group Inc. (the Company) executed two Officers Certificates (the Officers Certificates), in accordance with Sections 2.02 and 10.04 of the Indenture dated August 8, 2017 (the Base Indenture and, together with the Officers Certificates, the Indenture) between the Company and U.S. Bank National Association, as trustee (the Trustee), in connection with the sale of $500,000,000 aggregate principal amount of the Companys 2.750% Senior Notes due 2023 (the 2023 Notes) and $500,000,000 aggregate principal amount of the Companys 3.550% Senior Notes due 2028 (the 2028 Notes and, together with the 2023 Notes, the Senior Notes). The 2023 Notes will mature on March 15, 2023, unless earlier redeemed or repurchased, and the 2028 Notes will mature on March 15, 2028, unless earlier redeemed or repurchased. The Senior Notes are the Companys general senior unsecured obligations and rank equally with the Companys other senior unsecured obligations.
The Company will pay interest on the 2023 Senior Notes at an annual rate of 2.750% payable on March 15 and September 15 of each year, beginning March 15, 2018 and will pay interest on the 2028 Notes at an annual rate of 3.550% payable on March 15 and September 15 of each year, beginning March 15, 2018.
Prior to February 15, 2023, the date that is one month prior to the maturity date of the 2023 Notes (the 2023 Notes Par Call Date), the Company may redeem some or all of the 2023 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 2023 Notes on or after the 2023 Notes Par Call Date at 100% of the principal amount of the 2023 Notes, plus accrued and unpaid interest, if any.
Prior to December 15, 2027, the date that is three months prior to the maturity date of the 2028 Notes (the 2028 Notes Par Call Date), the Company may redeem some or all of the 2028 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 2028 Notes on or after the 2028 Notes Par Call Date at 100% of the principal amount of the 2028 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 with respect to a series of Senior Notes, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes of such series may declare the acceleration of the amounts due under the Senior Notes of such series.
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 the Companys shelf registration statement on Form S-3 (Registration File No. 219800) (the Registration Statement), the Form of 2023 Note, which is filed as Exhibit 4.1 hereto, the Form of 2028 Note, which is filed as Exhibit 4.2 hereto, the officers certificate relating to the 2023 Notes, which is filed as Exhibit 4.3 hereto, and the officers certificate relating to the 2028 Notes, which is filed as Exhibit 4.4 hereto, each of which is incorporated herein by reference.