Priceline.com Announces Pricing of 2.25 Percent Convertible Senior Notes

Priceline.com  today announced the pricing of $90 million of
Convertible Senior Notes due January 15, 2025 in a private placement.
This represents a $15 million increase from the $75 million aggregate
principal amount that the Company announced on June 21, 2004.Priceline.com intends to grant the initial purchasers of the notes
an option to purchase up to $10 million of additional notes. The sale
of the notes is expected to close on June 28, 2004. Priceline.com
intends to use the net proceeds of the anticipated offering for
general corporate purposes, strategic purposes and working capital
requirements.
Interest on the notes will accrue at an annual rate of 2.25
percent. The notes will be convertible, under certain circumstances,
into priceline.com common stock, par value $0.008 per share, at the
option of the holder, at a conversion price of approximately $37.95
per share, subject to adjustment upon the occurrence of specified
events. Each $1,000 principal amount of notes will initially be
convertible into 26.3505 shares of priceline.com common stock. In
addition, the notes will be redeemable at priceline.com’s option
beginning on January 20, 2010, and the holders may require the Company
to repurchase all or a portion of the notes on each of January 15,
2010, 2015 and 2020.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any securities. The notes and the shares of common
stock of priceline.com issuable upon 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 in the U.S. absent registration or an applicable exemption from
registration requirements.
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