Item 1.01 Entry into a Material Definitive Agreement.
Senior Notes
On April 13, 2020, 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 National Association, as trustee (the
“Trustee”), in connection with the sale of $1,000,000,000 aggregate principal amount of the Company’s 4.100%
Senior Notes due 2025 (the “2025 Notes”), $750,000,000 aggregate principal amount of the Company’s 4.500% Senior
Notes due 2027 (the “2027 Notes”) and $1,500,000,000 aggregate principal amount of the Company’s 4.625% Senior
Notes due 2030 (the “2030 Notes” and, together with the 2025 Notes and the 2027 Notes, the “Senior Notes”).
The 2025 Notes will mature on April 13, 2025, unless earlier redeemed or repurchased, the 2027 Notes will mature on April 13, 2027,
unless earlier redeemed or repurchased, and the 2030 Notes will mature on April 13, 2030, 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.
The Company will pay interest on the 2025
Notes at an annual rate of 4.100% payable on April 13 and October 13 of each year, beginning on October 13, 2020, will pay interest
on the 2027 Notes at an annual rate of 4.500% payable on April 13 and October 13 of each year, beginning on October 13, 2020, and
will pay interest on the 2030 Notes at an annual rate of 4.625% payable on April 13 and October 13 of each year, beginning on October
13, 2020.
Prior to March 13, 2025, the date that is
one month prior to the maturity date of the 2025 Notes (the “2025 Notes Par Call Date”), the Company may redeem some
or all of the 2025 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 2025 Notes
to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the 2025
Notes to be redeemed that would be due if such 2025 Notes matured on the 2025 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 a semi-annual basis at the Adjusted
Treasury Rate (as defined in the Officers’ Certificate relating to the 2025 Notes), plus 50 basis points. The Company
may also redeem some or all of the 2025 Notes on or after the 2025 Notes Par Call Date at 100% of the principal amount of the 2025
Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Prior to February 13, 2027, the date that
is two months prior to the maturity date of the 2027 Notes (the “2027 Notes Par Call Date”), the Company may redeem
some or all of the 2027 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 2027
Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the
2027 Notes to be redeemed that would be due if such 2027 Notes matured on the 2027 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 a semi-annual basis at the
Adjusted Treasury Rate (as defined in the Officers’ Certificate relating to the 2027 Notes), plus 50 basis points.
The Company may also redeem some or all of the 2027 Notes on or after the 2027 Notes Par Call Date at 100% of the principal amount
of the 2027 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Prior to January 13, 2030, the date that
is three months prior to the maturity date of the 2030 Notes (the “2030 Notes Par Call Date”), the Company may redeem
some or all of the 2030 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 2030
Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the
2030 Notes to be redeemed that would be due if such 2030 Notes matured on the 2030 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 a semi-annual basis at the
Adjusted Treasury Rate (as defined in the Officers’ Certificate relating to the 2030 Notes), plus 50 basis points.
The Company may also redeem some or all of the 2030 Notes on or after the 2030 Notes Par Call Date at 100% of the principal amount
of the 2030 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
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. 219800) (the “Registration Statement”),
the Form of 2025 Note, which is filed as Exhibit 4.1 hereto, the Form of 2027 Note, which is filed as Exhibit 4.2
hereto, the Form of 2030 Note, which is filed as Exhibit 4.3 hereto, the Officers’ Certificate relating to the 2025 Notes,
which is filed as Exhibit 4.5 hereto, the Officers’ Certificate relating to the 2027 Notes, which is filed as Exhibit
4.6 hereto, and the Officers’ Certificate relating to the 2030 Notes, which is filed as Exhibit 4.7 hereto, each of
which is incorporated herein by reference.
Convertible Senior Notes
On April 14, 2020, the Company executed
an indenture (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”),
in connection with the sale of $862,500,000 aggregate principal amount of the Company’s 0.750% Convertible Senior Notes due
2025 (the “Convertible Notes”) in a private placement in reliance upon the exemption from registration provided by
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any
public offering, for resale by the initial purchasers to persons whom the initial purchasers believe are “qualified institutional
buyers” pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Convertible
Notes will mature on May 1, 2025, unless earlier repurchased or converted. The Convertible Notes are the Company’s
general senior unsecured obligations and rank equally with the Company’s other senior unsecured obligations.
The Company will pay interest on the Convertible
Notes at an annual rate of 0.750% payable on May 1 and November 1 of each year, beginning on November 1, 2020. In certain
circumstances set forth in the Indenture, the Convertible Notes may be converted into cash up to their principal amount, and into
shares of the Company’s common stock or cash at the Company’s election for the conversion value above the principal
amount based on an initial conversion rate of 0.5301 shares of common stock per $1,000 principal amount of the Convertible Notes
(which is equal to a conversion price of approximately $1,886.44 per share of common stock, representing a conversion premium of
approximately 37.5% based on the closing price of $1,372.06 per share of common stock on April 8, 2020), subject to adjustment
as provided in the Indenture.
Holders of the Convertible Notes may convert
all or a portion of their Convertible Notes at their option only in the following circumstances:
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during any calendar quarter commencing after the calendar quarter ending on June 30, 2020, if the last reported sale price
per share of the Company’s common stock exceeds 130% of the conversion price for each of at least 20 trading days during
the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
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during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive
trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each
trading day of the measurement period was less than 98% of the product of the last reported sale price per share of the Company’s
common stock on such trading day and the conversion rate on such trading day;
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upon the occurrence of certain corporate events or distributions on the Company’s common stock, as described in the Indenture;
and
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at any time from, and including, November 1, 2024 until the close of business on the second scheduled trading day immediately
before the maturity date.
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If a “Make-Whole Fundamental Change”
(as defined in the Indenture) occurs, the Company will in certain circumstances increase the conversion rate for a specified period
of time.
The Company may not redeem the Convertible
Notes at its option prior to maturity.
The Indenture contains customary events
of default with respect to the Convertible 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 Convertible 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 Convertible Notes may declare the acceleration
of the amounts due under the Convertible Notes.
The foregoing description of the Indenture
and the Convertible Notes is qualified in its entirety by reference to the full text of the Indenture, which is included as Exhibit 4.8
to this report, and the Form of Convertible Note, which included as Exhibit 4.4 to this report.