THE PRICELINE GROUP INC. (NASDAQ:PCLN) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01. Entry into a Material Definitive Agreement.

On March10, 2017, 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 September23,
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
Companys 0.800% Senior Notes due 2022 (the Senior Notes). The
Senior Notes will mature on March10, 2022, 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 Senior Notes at an annual
rate of 0.800% payable on March10 of each year, beginning
March10, 2018.

Prior to February10, 2022, the date that is one month 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 50% 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 50% of the principal
amount of the Senior Notes, plus accrued and unpaid interest, if
any. In addition, the Company may redeem the Senior Notes in
whole but not in part, at any time at the Companys option, in the
event of certain developments affecting U.S. taxation.

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 Exhibit4.1 to our Current Report on
Form8-K dated November20, 2015, the Formof Senior Note, which is
filed as Exhibit4.1 hereto, and the Officers Certificate, which
is filed as Exhibit4.2 hereto, each of which is incorporated
herein by reference.

ITEM 8.01 OTHER EVENTS

On March7, 2017, The Priceline Group Inc. entered into an
underwriting agreement (the Underwriting Agreement) with BNP
Paribas, Deutsche Bank AG, London Branch and HSBC Bank plc, as
representatives of the several underwriters listed on Schedule II
thereto (the Underwriters), to which the Company agreed to issue
and sell to the Underwriters 1,000,000,000 aggregate principal
amount of Senior Notes in a registered public offering (the
Offering). The Offering was consummated to the Companys shelf
registration statement on FormS-3 (Registration File
No.333-198515), as amended by Post-Effective Amendment No.1
thereto filed with the Securities and Exchange Commission on
September8, 2014 (as so amended, the Registration Statement). For
a complete description of the terms and conditions of the
Underwriting Agreement, please refer to the Underwriting
Agreement, which is filed as Exhibit1.1 hereto, and is
incorporated herein by reference.

The Opinion of Cravath, Swaine Moore LLP with respect to the
validity of the Senior Notes is filed as Exhibit5.1 hereto, and
is incorporated herein by reference.

This Current Report on Form8-K and the exhibits hereto are
incorporated by reference into the Registration Statement.

ITEM 9.01. FINANCIAL STATEMENTS AND
EXHIBITS

(d) The following exhibits are filed as a part of this Report.

About THE PRICELINE GROUP INC. (NASDAQ:PCLN)

The Priceline Group Inc. is a provider of travel and restaurant reservation and related services. The Company, through its online travel companies (OTCs), connects consumers wishing to make travel reservations with providers of travel services across the world. It offers consumers an array of accommodation reservations (including hotels, bed and breakfasts, hostels, apartments, vacation rentals and other properties) through its Booking.com, priceline.com and agoda.com brands. Its priceline.com brand also offers consumers reservations for rental cars, airline tickets, vacation packages and cruises. The Company offers rental car reservations across the world through rentalcars.com. The Company provides restaurants with reservation management services and consumers with the ability to make restaurant reservations at participating restaurants through OpenTable, Inc. (OpenTable), a provider of online restaurant reservations.

THE PRICELINE GROUP INC. (NASDAQ:PCLN) Recent Trading Information

THE PRICELINE GROUP INC. (NASDAQ:PCLN) closed its last trading session up +4.82 at 1,754.24 with 419,507 shares trading hands.