Current Report Filing (8-k)
April 09 2020 - 6:02AM
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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)
April 8, 2020
Booking Holdings Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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1-36691
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06-1528493
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(State or other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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800 Connecticut Avenue
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Norwalk
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Connecticut
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06854
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(Address of principal offices)
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(Zip Code)
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Registrant's telephone number, including
area code: (203) 299-8000
N/A
(Former name or former address, if changed
since last report)
Securities
Registered Pursuant to Section 12(b) of the Act:
Title of Each Class:
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Trading Symbol
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Name of Each Exchange on which Registered:
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Common Stock par value $0.008 per share
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BKNG
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The NASDAQ Global Select Market
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0.800% Senior Notes Due 2022
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BKNG 22A
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The NASDAQ Stock Market LLC
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2.150% Senior Notes Due 2022
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BKNG 22
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The NASDAQ Stock Market LLC
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2.375% Senior Notes Due 2024
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BKNG 24
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The NASDAQ Stock Market LLC
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1.800% Senior Notes Due 2027
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BKNG 27
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The NASDAQ Stock Market LLC
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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))
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 7.01 Regulation FD Disclosure.
On April 8, 2020, Booking Holdings Inc.
(the “Company”) issued a press release announcing the pricing of an offering of $1,000,000,000 aggregate principal
amount of its 4.100% senior notes due 2025, $750,000,000 aggregate principal amount of its 4.500% senior notes due 2027 and $1,500,000,000
aggregate principal amount of its 4.625% senior notes due 2030 pursuant to an effective registration statement filed with the U.S.
Securities and Exchange Commission. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
On April 8, 2020, the Company issued a press
release announcing the pricing of an offering of $750,000,000 aggregate principal amount of its 0.75% convertible senior notes
due 2025 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
The information furnished herewith pursuant
to this Item 7.01 of this Current Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and
shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended,
or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
This Current Report on Form 8-K and the
attached exhibits contain forward-looking statements. 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; 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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BOOKING
HOLDINGS INC.
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By:
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/s/
Peter J. Millones
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Name:
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Peter
J. Millones
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Title:
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Executive Vice President
and General Counsel
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Date: April 8, 2020
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