Booking Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (zip code) | |||
Registrant's telephone number, including area code:
(
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class: | Trading Symbol | Name of Each Exchange on which Registered: | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
Senior Notes
On May 9, 2025, Booking Holdings Inc. (the “Company”) executed three 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 Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”) and registrar, in connection with the sale of €500,000,000 aggregate principal amount of the Company’s 3.125% Senior Notes due 2031 (the “2031 Notes”), €750,000,000 aggregate principal amount of the Company’s 4.125% Senior Notes due 2038 (the “2038 Notes”), and €500,000,000 aggregate principal amount of the Company’s 4.500% Senior Notes due 2046 (the “2046 Notes” and, together with the 2031 Notes and the 2038 Notes, the “Senior Notes”). The 2031 Notes will mature on May 9, 2031, the 2038 Notes will mature on May 9, 2038, and the 2046 Notes will mature on May 9, 2046, in each case 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. Pursuant to an Agency Agreement dated as of May 9, 2025 (the “Agency Agreement”) relating to the Senior Notes, the Company has appointed U.S. Bank Europe DAC, UK Branch, to act as paying agent for the Senior Notes and U.S. Bank Trust Company, National Association to act as transfer agent for the Senior Notes.
The Company will pay interest on the 2031 Notes at an annual rate of 3.125% payable on May 9 of each year, beginning on May 9, 2026. The Company will pay interest on the 2038 Notes at an annual rate of 4.125% payable on May 9 of each year, beginning on May 9, 2026. The Company will pay interest on the 2046 Notes at an annual rate of 4.500% payable on May 9 of each year, beginning on May 9, 2026.
Prior to March 9, 2031, the date that is two months prior to the maturity date of the 2031 Notes (the “2031 Notes Par Call Date”), the Company may redeem some or all of the 2031 Notes at a redemption price equal to the greater of the following amounts plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date: (1) 100% of the aggregate principal amount of the 2031 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2031 Notes to be redeemed that would be due if such 2031 Notes matured on the 2031 Notes Par Call Date, not including any portion of the payments of interest accrued to the date of redemption, discounted to such redemption date on an annual basis at the Comparable Government Bond Rate (as defined in the Officers’ Certificate relating to the 2031 Notes), plus 20 basis points. The Company may also redeem some or all of the 2031 Notes on or after the 2031 Notes Par Call Date at 100% of the principal amount of the 2031 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company may redeem the 2031 Notes in whole but not in part, at any time at the Company’s option, in the event of certain developments affecting U.S. taxation.
Prior to February 9, 2038, the date that is three months prior to the maturity date of the 2038 Notes (the “2038 Notes Par Call Date”), the Company may redeem some or all of the 2038 Notes at a redemption price equal to the greater of the following amounts plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date: (1) 100% of the aggregate principal amount of the 2038 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2038 Notes to be redeemed that would be due if such 2038 Notes matured on the 2038 Notes Par Call Date, not including any portion of the payments of interest accrued to the date of redemption, discounted to such redemption date on an annual basis at the Comparable Government Bond Rate (as defined in the Officers’ Certificate relating to the 2038 Notes), plus 25 basis points. The Company may also redeem some or all of the 2038 Notes on or after the 2038 Notes Par Call Date at 100% of the principal amount of the 2038 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company may redeem the 2038 Notes in whole but not in part, at any time at the Company’s option, in the event of certain developments affecting U.S. taxation.
Prior to November 9, 2045, the date that is six months prior to the maturity date of the 2046 Notes (the “2046 Notes Par Call Date”), the Company may redeem some or all of the 2046 Notes at a redemption price equal to the greater of the following amounts plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date: (1) 100% of the aggregate principal amount of the 2046 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2046 Notes to be redeemed that would be due if such 2046 Notes matured on the 2046 Notes Par Call Date, not including any portion of the payments of interest accrued to the date of redemption, discounted to such redemption date on an annual basis at the Comparable Government Bond Rate (as defined in the Officers’ Certificate relating to the 2046 Notes), plus 25 basis points. The Company may also redeem some or all of the 2046 Notes on or after the 2046 Notes Par Call Date at 100% of the principal amount of the 2046 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company may redeem the 2046 Notes in whole but not in part, at any time at the Company’s 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, acceleration of certain other indebtedness, 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 4.4 to the Company’s shelf registration statement on Form S-3 (Registration File No. 333-273678) (the “Registration Statement”), the Form of 2031 Note, which is filed as Exhibit 4.1, the Form of 2038 Note, which is filed as Exhibit 4.2, the Form of 2046 Note, which is filed as Exhibit 4.3, the Officers’ Certificate relating to the 2031 Notes, which is filed as Exhibit 4.4, the Officers’ Certificate relating to the 2038 Notes, which is filed as Exhibit 4.5, the Officers’ Certificate relating to the 2046 Notes, which is filed as Exhibit 4.6, and the Agency Agreement, which is filed as Exhibit 4.7, each of which is incorporated by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference.
Item 8.01 Other Events.
Senior Notes Offering
On May 6, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Banco Santander, S.A., BNP PARIBAS, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC, and Merrill Lynch International, as representatives of the several underwriters named in Schedule II thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters €1,750,000,000 aggregate principal amount of Senior Notes in a registered public offering (the “Offering”). The Offering was consummated pursuant to the Company’s Registration Statement. The Underwriting Agreement is filed as Exhibit 1.1, and is incorporated by reference.
The Opinion of Cravath, Swaine & Moore LLP with respect to the validity of the Senior Notes is filed as Exhibit 5.1, and is incorporated by reference.
This Current Report on Form 8-K and the exhibits hereto are incorporated by reference into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
*Schedules or similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any of the omitted schedules or similar attachments upon request by the Securities and Exchange Commission.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BOOKING HOLDINGS INC. | |||
| By: | /s/ Peter J. Millones | ||
| Name: | Peter J. Millones | ||
| Title: | Executive Vice President and General Counsel | ||
| Date: May 9, 2025 | |||