NORWALK, Conn., April 8, 2020 /PRNewswire/ -- Booking
Holdings Inc. (NASDAQ: BKNG) ("Booking Holdings") announced today
the pricing of its private offering of $750,000,000 aggregate principal amount of 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"). The
issuance and sale of the Convertible Notes is scheduled to settle
on April 14, 2020, subject to
customary closing conditions. Booking Holdings granted the initial
purchasers of the Convertible Notes an option to purchase, for
settlement within a period of 13 days from, and including, the date
the Convertible Notes are first issued, up to an additional
$112,500,000 principal amount of
Convertible Notes.
The Convertible Notes will be senior, unsecured obligations of
Booking Holdings and will accrue interest at a rate of 0.75% per
annum, payable semi-annually in arrears on May 1 and November
1 of each year, beginning on November
1, 2020. The Convertible Notes will mature on May 1, 2025, unless earlier repurchased or
converted. In certain circumstances and during specified periods,
the Convertible Notes may be converted into cash up to their
principal amount, and into shares of Booking Holdings common stock
or cash at Booking Holdings' election for the conversion value
above the principal amount, if any. The initial conversion rate is
0.5301 shares of common stock per $1,000 principal amount of convertible notes,
which represents an initial conversion price of approximately
$1,886.44 per share of common stock.
The initial conversion price represents a premium of approximately
37.5% over the last reported sale of $1372.06 per share of Booking Holdings's common
stock on April 8, 2020. The
conversion rate and conversion price will be subject to adjustment
upon the occurrence of certain events.
If a "fundamental change" (as defined in the indenture for the
Convertible Notes) occurs, then noteholders may require Booking
Holdings to repurchase their Convertible Notes for cash. The
repurchase price will be equal to the principal amount of the
Convertible Notes to be repurchased, plus accrued and unpaid
interest, if any, to, but excluding, the applicable repurchase
date.
Booking Holdings estimates that the net proceeds from the
offering will be approximately $735
million (or approximately $845
million if the initial purchasers fully exercise their
option to purchase additional Convertible Notes), after deducting
the initial purchasers' discounts and commissions and estimated
offering expenses. 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
that it has priced its previously announced registered public
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 (collectively, the "Senior Notes").
The issuance and sale of the Senior Notes is scheduled to settle on
April 13, 2020, subject to customary
closing conditions. This press release does not constitute an offer
to sell, or the solicitation of an offer to buy, the Senior Notes.
The completion of the offering of Convertible Notes is not
contingent on the consummation of the offering of the Senior Notes,
and the completion of the offering of the Senior Notes is not
contingent on the consummation of the offering of the Convertible
Notes.
The offer and sale of the Convertible Notes and any shares of
common stock issuable upon conversion of the Convertible Notes have
not been, and will not be, registered under the Securities Act or
any other securities laws, and the Convertible Notes and any such
shares cannot be offered or sold except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and any other applicable
securities laws. This press release does not constitute an offer to
sell, or the solicitation of an offer to buy, the Convertible Notes
or any shares of common stock issuable upon conversion of the
Convertible Notes, nor will there be any sale of the Convertible
Notes or any such shares, in any state or other jurisdiction in
which such offer, sale, or solicitation would be unlawful.
Forward-Looking Statements
This press release includes forward-looking statements,
including statements regarding the completion of the offering of
Convertible Notes and the expected amount and the intended use of
the proceeds. 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 offering described in this
press release and, if the offering is consummated, cannot provide
any assurances regarding 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.