UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
The Priceline Group Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
| 06-1528493 |
(State of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
800 Connecticut Avenue
Norwalk, Connecticut 06854
(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class |
| Name of each exchange on which |
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€1,000,000,000 0.800% Senior Notes Due 2022 |
| New York Stock Exchange |
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, and is effective pursuant to General Instruction A.(c), please check the following box. x |
| If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, and is effective pursuant to General Instruction A.(d), please check the following box. o |
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Securities Act registration statement file number to which this form relates: |
| 333-198515 (If applicable) |
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant’s Securities to be Registered
The description of the securities to be registered is contained in the Prospectus Supplement dated March 7, 2017, and the Prospectus dated September 8, 2014, copies of which were electronically transmitted for filing with the Commission pursuant to Rule 424(b) on March 8, 2017, each of which form a part of the Registrant’s Registration Statement on Form S-3 (No. 333-198515), and each of which is incorporated herein by reference.
Item 2. Exhibits
The following exhibits are filed with the Commission and the New York Stock Exchange, Inc.:
2.1 Form of the Registrant’s 0.800% Senior Note Due 2022 (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Commission on March 10, 2017).
2.2 Indenture, dated September 23, 2014 (the “Base Indenture”), between the Registrant and Deutsche Bank Trust Company Americas, as trustee (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Commission on November 25, 2015).
2.3 Officers’ Certificate, dated March 10, 2017, with respect to the 0.800% Senior Notes due 2022 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the Commission on March 10, 2017).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| THE PRICELINE GROUP INC. | ||
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Date: March 27, 2017 | By: | /s/ Peter J. Millones | |
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| Name: | Peter J. Millones |
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| Title: | Executive Vice President, General Counsel and Secretary |