UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 9, 2023
Booking Holdings Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 1-36691 | | 06-1528493 |
(State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 800 Connecticut Avenue | Norwalk | Connecticut | | 06854 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (203) 299-8000
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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4c under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class: | | Trading Symbol | | Name of Each Exchange on which
Registered: |
| Common Stock par value $0.008 per share | | BKNG | | The NASDAQ Global Select Market |
| 2.375% Senior Notes Due 2024 | | BKNG 24 | | The NASDAQ Stock Market LLC |
| 0.100% Senior Notes Due 2025 | | BKNG 25 | | The NASDAQ Stock Market LLC |
| 4.000% Senior Notes Due 2026 | | BKNG 26 | | The NASDAQ Stock Market LLC |
| 1.800% Senior Notes Due 2027 | | BKNG 27 | | The NASDAQ Stock Market LLC |
| 0.500% Senior Notes Due 2028 | | BKNG 28 | | The NASDAQ Stock Market LLC |
| 4.250% Senior Notes Due 2029 | | BKNG 29 | | The NASDAQ Stock Market LLC |
| 4.500% Senior Notes Due 2031 | | BKNG 31 | | The NASDAQ Stock Market LLC |
| 4.750% Senior Notes Due 2034 | | BKNG 34 | | The NASDAQ Stock Market LLC |
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 12, 2023, Booking Holdings 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 Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”), in connection with the sale of €500,000,000 aggregate principal amount of the Company’s 3.625% Senior Notes due 2028 (the “2028 Notes”), and €1,250,000,000 aggregate principal amount of the Company’s 4.125% Senior Notes due 2033 (the “2033 Notes” and, together with the 2028 Notes, the “Senior Notes”). The 2028 Notes will mature on November 12, 2028 and the 2033 Notes will mature on May 12, 2033, 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 12, 2023 (the “Agency Agreement”) relating to the Senior Notes, the Company has appointed Elavon Financial Services 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 and registrar for the Senior Notes.
The Company will pay interest on the 2028 Notes at an annual rate of 3.625% payable on November 12 of each year, beginning on November 12, 2023. The Company will pay interest on the 2033 Notes at an annual rate of 4.125% payable on May 12 of each year, beginning on May 12, 2024.
Prior to October 12, 2028, the date that is one month 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 the greater of the following amounts plus, in each case, accrued and unpaid interest, if any, to, but excluding, the redemption date: (1) 100% of the aggregate principal amount of the 2028 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2028 Notes to be redeemed that would be due if such 2028 Notes matured on the 2028 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 2028 Notes), plus 25 basis points.
Prior to February 12, 2033, the date that is three months prior to the maturity date of the 2033 Notes (the “2033 Notes Par Call Date”), the Company may redeem some or all of the 2033 Notes at a redemption price equal to the greater of the following amounts plus, in each case, accrued and unpaid interest, if any, to, but excluding, the redemption date: (1) 100% of the aggregate principal amount of the 2033 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2033 Notes to be redeemed that would be due if such 2033 Notes matured on the 2033 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 2033 Notes), plus 30 basis points. The Company may also redeem some or all of the Senior Notes on or after the respective par call dates at 100% of the principal amount of the respective Senior Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company may redeem the Senior 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 4.1 to the Company’s shelf registration statement on Form S-3 (Registration File No. 333-242118) (the “Registration Statement”), the Form of 2028 Note, which is filed as Exhibit 4.1, the Form of 2033 Note, which is filed as Exhibit 4.2, the Officers’ Certificate relating to the 2028 Notes, which is filed as Exhibit 4.3, the Officers’ Certificate relating to the 2033 Notes, which is filed as Exhibit 4.4, and the Agency Agreement, which is filed as Exhibit 4.5, each of which is incorporated herein 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 9, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc, and J.P. Morgan Securities plc, 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 its exhibits are incorporated by reference into the Registration Statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | | Description |
| | | |
| 1.1* | | Underwriting Agreement, dated May 9, 2023, among Booking Holdings Inc. and Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc, and J.P. Morgan Securities plc, as representatives of the several underwriters named in Schedule II thereto. |
| 4.1 | | Form of 3.625% Senior Note due 2028. |
| 4.2 | | Form of 4.125% Senior Note due 2033. |
| 4.3* | | Officers’ Certificate, dated May 12, 2023, with respect to the 3.625% Senior Notes due 2028 issued pursuant to the Base Indenture. |
| 4.4* | | Officers’ Certificate, dated May 12, 2023, with respect to the 4.125% Senior Notes due 2033 issued pursuant to the Base Indenture. |
| 4.5 | | Agency Agreement, dated as of May 12, 2023, by and between Booking Holdings Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar, and trustee. |
| 5.1 | | Opinion of Cravath, Swaine & Moore LLP, relating to the Senior Notes. |
| 23.1 | | Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1 to this Current Report). |
| 104 | | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
*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 12, 2023 | | | |
