PYPL PayPal Holdings Inc

On September 26, 2019, PayPal Holdings, Inc. (the “Company”) issued and sold $5,000,000,000 aggregate principal amount of notes, consisting of $1,000,000,000 aggregate principal amount of 2.200% Notes due 2022 (the “2022 Notes”), $1,250,000,000 aggregate principal amount of 2.400% Notes due 2024 (the “2024 Notes), $1,250,000,000 aggregate principal amount of 2.650% Notes due 2026 (the “2026 Notes”) and $1,500,000,000 aggregate principal amount of 2.850% Notes due 2029 (the “2029 Notes” and, together with the 2022 Notes, the 2024 Notes and the 2026 Notes, the “Notes”).

The Notes are being issued pursuant to an indenture, dated as of September 26, 2019 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), together with the officer’s certificate, dated September 26, 2019 (the “Officer’s Certificate” and, together with the Base Indenture, the “Indenture”), issued pursuant to the Indenture establishing the terms of each series of Notes.

The Notes are being issued pursuant to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on September 16, 2019 (Registration Statement No. 333-233776) (the “Registration Statement”).

The 2022 Notes will mature on September 26, 2022, the 2024 Notes will mature on October 1, 2024, the 2026 Notes will mature on October 1, 2026 and the 2029 Notes will mature on October 1, 2029, unless earlier redeemed or repurchased. Interest on the 2022 Notes is payable on March 26 and September 26 of each year, beginning on March 26, 2020. Interest on the 2024 Notes, the 2026 Notes and the 2029 Notes is payable on April 1 and October 1 of each year, beginning on April 1, 2020.

The Company may redeem the Notes for cash in whole, at any time, or in part, from time to time, prior to maturity, at redemption prices that include accrued and unpaid interest, if any, and a make-whole premium. However, no make-whole premium will be paid for redemptions of the 2024 Notes on or after September 1, 2024, for redemptions of the 2026 Notes on or after August 1, 2026 or for redemptions of the 2029 Notes on or after July 1, 2029. The Indenture includes covenants (1) limiting the Company’s and its restricted subsidiaries ability to create liens on certain properties and capital stock and indebtedness of these restricted subsidiaries and enter into sale and leaseback transactions with respect to certain properties and (2) limiting the Company’s ability to consolidate, merge or sell all or substantially all of its assets, in each case, subject to a number of important exceptions as specified in the Indenture. The Indenture also contains customary event of default provisions. In the event of the occurrence of both (1) a change of control of the Company and (2) a downgrade of a series of Notes below an investment grade rating by each of Fitch Inc. and Standard & Poor’s Ratings Services within a specified period, the Company will be required to offer to repurchase any outstanding Notes of that series at a price in cash equal to 101% of the then outstanding principal amount of such series of Notes, plus accrued and unpaid interest. The Notes are the Company’s unsecured senior obligations and rank equally in right of payment with all of the Company’s existing and future unsecured and unsubordinated indebtedness. The Notes will be structurally subordinated to the liabilities of our subsidiaries and will be effectively subordinated to any secured indebtedness to the extent of the value of the assets securing such indebtedness.

An affiliate of the Trustee is also a lender under the Company’s credit facility.

The above description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Indenture and the Officer’s Certificate (including the forms of Notes included therein), attached as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, and incorporated herein by reference.