NORWALK, Conn., April 8, 2020 /PRNewswire/ -- Booking Holdings
Inc. (NASDAQ: BKNG) ("Booking Holdings") announced today the
pricing of an offering (the "Offering") of $1,000,000,000 aggregate principal amount of its
4.100% senior notes due 2025, which are being issued at a price
equal to 99.982% of their face value, $750,000,000 aggregate principal amount of its
4.500% senior notes due 2027, which are being issued at a price
equal to 99.780% of their face value, and $1,500,000,000 aggregate principal amount of its
4.625% senior notes due 2030, which are being issued at a price
equal to 99.834% of their face value (collectively, the "Notes").
The Notes will be senior, unsecured obligations of Booking Holdings
and will not be guaranteed by any subsidiaries of Booking
Holdings.
The Offering is expected to close on April 13, 2020, subject to the satisfaction of
customary closing conditions.
Booking Holdings estimates that the net proceeds from the
Offering will be approximately $3.23
billion, after deducting estimated offering expenses and
underwriters' discounts. Booking Holdings intends to use the net
proceeds from the Offering for general corporate purposes, which
may include repayment of debt, including the repayment, at maturity
or upon conversion prior thereto, of its 0.35% Convertible Senior
Notes due June 2020 and its 0.90%
Convertible Senior Notes due September
2021.
Booking Holdings also announced today by separate press release
the pricing of a private offering of $750,000,000 aggregate principal amount of its
0.75% convertible senior notes due 2025 (the "Convertible Notes")
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"). This
press release does not constitute an offer to sell, or the
solicitation of an offer to buy, the Convertible Notes. The
completion of the Offering is not contingent on the consummation of
the offering of the Convertible Notes, and the completion of the
offering of the Convertible Notes is not contingent on the
consummation of the Offering.
The Offering is being made pursuant to a prospectus supplement
and an accompanying prospectus filed as part of an effective
registration statement by Booking Holdings with the U.S. Securities
and Exchange Commission (the "SEC") on Form S-3 (File No.
333-219800). You may obtain a copy of the preliminary
prospectus supplement, the accompanying prospectus, and the final
prospectus supplement, when available, for free by visiting EDGAR
on the SEC website at www.sec.gov. Alternatively, Booking Holdings,
any underwriter, or any dealer participating in the Offering will
arrange to send you any of those documents upon request by
contacting the lead joint book-running managers for the Offering:
BofA Securities, Inc. at BofA Securities, Inc., 200 North College
Street NC1-004-03-43, Charlotte,
NC 28255-0001 Attn: Prospectus Department, Toll-free:
1-800-294-1322, E-mail: dg.prospectus_requests@bofa.com, Deutsche
Bank Securities at 1-800-503-4611, Goldman Sachs & Co. LLC at
Goldman Sachs & Co. LLC, Prospectus Department, 200 West
Street, New York, NY 10282,
telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing
Prospectus-ny@ny.email.gs.com, or J.P. Morgan at J.P. Morgan
Securities LLC, 383 Madison Ave, New
York, NY 10179 Attn- Investment Grade Syndicate Desk Tel-
212 834 4533. BNP Paribas Securities Corp., Citigroup Global
Markets Inc., TD Securities (USA)
LLC, Wells Fargo Securities, LLC, and U.S. Bancorp Investments,
Inc. are also acting as joint book-running managers for the
Offering. This press release does not constitute an offer to
sell, or the solicitation of an offer to buy, the Notes, nor will
there be any sale of the Notes in any state or other jurisdiction
in which such offer, sale, or solicitation would be unlawful.
Forward-Looking Statements
This press release contains forward-looking statements,
including statements regarding the proposed offering of the Notes,
the proposed offering of the Convertible Notes, and the intended
use of the proceeds thereof. These forward-looking statements
reflect our views regarding current expectations and projections
about future events and conditions and are based on currently
available information. These forward looking statements are not
guarantees of future performance and are subject to risks,
uncertainties and assumptions that are difficult to predict,
including the Risk Factors identified in our most recently filed
annual report on Form 10-K, as updated by other reports we file
with the SEC; therefore, our actual results could differ materially
from those expressed, implied or forecast in any such
forward-looking statements. Expressions of future goals and
expectations and similar expressions, including "may," "will,"
"should," "could," "aims," "seeks," "expects," "plans,"
"anticipates," "intends," "believes," "estimates," "predicts,"
"potential," "targets," and "continue," reflecting something other
than historical fact are intended to identify forward-looking
statements. Unless required by law, we undertake no obligation to
update publicly any forward-looking statements, whether as a result
of new information, future events or otherwise. However, readers
should carefully review the reports and documents we file or
furnish from time to time with the Securities and Exchange
Commission, particularly our annual reports on Form 10-K, quarterly
reports on Form 10-Q, and current reports on Form 8-K. We may
not consummate the proposed offering described in this press
release and, if the proposed offering is consummated, cannot
provide any assurances regarding the final terms of the offer or
the Notes or our ability to effectively apply the net proceeds as
described above. The forward-looking statements included in this
press release speak only as of the date of this press release, and
we do not undertake to update the statements included in this press
release for subsequent developments, except as may be required by
law.
About Booking Holdings
Booking Holdings (NASDAQ: BKNG) is the world leader in online
travel and related services, provided to customers and partners in
over 230 countries and territories through six primary
consumer-facing brands - Booking.com, KAYAK, priceline.com,
agoda.com, Rentalcars.com and OpenTable. The mission of Booking
Holdings is to make it easier for everyone to experience the
world.
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SOURCE Booking Holdings Inc.