SAN
JOSE, Calif., May 16, 2022
/PRNewswire/ -- PayPal Holdings, Inc. (NASDAQ: PYPL) today
announced its offer to purchase for cash any and all of the
company's outstanding notes listed in the table below
(collectively, the "Notes"). Each reference to an "Offer" herein
refers to the applicable offer to purchase for cash the 2.200%
Senior Notes due September 2022 (the
"2022 Notes") or the 1.350% Senior Notes due June 2023 (the "2023 Notes"), as applicable.
The Offer is made upon the terms and subject to the conditions
set forth in the offer to purchase, dated May 16, 2022 (as may be amended or supplemented
from time to time, the "Offer to Purchase"), and its accompanying notice of
guaranteed delivery (the "Notice of Guaranteed Delivery" and,
together with the Offer to Purchase, the "Tender Offer Documents").
Capitalized terms used but not defined in this announcement have
the meanings given to them in the Offer to Purchase.
All documentation relating to the Offer, including the Offer to
Purchase and the Notice of
Guaranteed Delivery, together with any updates, are available from
the Information Agent and the Tender Agent (as defined below), as
set forth below, and will also be available via the Offer Website:
www.dfking.com/PayPal.
Timetable for the Offer
Date
|
Calendar Date and
Time
|
|
|
Commencement of the
Offer
|
May 16,
2022.
|
|
|
Price Determination
Date
|
2:00 p.m., New York
City time, on May 20, 2022, unless extended.
|
|
|
Withdrawal
Time
|
5:00 p.m., New York
City time, on May 20, 2022, unless extended.
|
|
|
Expiration
Time
|
5:00 p.m., New York
City time, on May 20, 2022, unless extended.
|
|
|
Settlement
Date
|
The Settlement Date is
expected to be May 23, 2022, which is the first business day after
the Expiration Time, unless the Expiration Time is extended or the
Offer is terminated earlier.
|
|
|
Guaranteed Delivery
Time
|
The Guaranteed Delivery
Time is expected to be 5:00 p.m., New York City time, on May 24,
2022, which is the second business day after the Expiration Time,
unless the Expiration Time is extended or the Offer is terminated
earlier.
|
|
|
Guaranteed Delivery
Settlement Date
|
The Guaranteed Delivery
Settlement Date is expected to be May 25, 2022, which is the third
business day after the Expiration Time, unless the Expiration Time
is extended or the Offer is terminated earlier.
|
Title of Notes
|
|
CUSIP
Number/ISIN
|
|
Principal Amount Outstanding
|
|
UST Reference Security
|
|
Bloomberg Reference
Page
|
|
Fixed Spread (bps)
|
2.200% Senior Notes due
September 2022
|
|
CUSIP: 70450YAB9
ISIN: US70450YAB92
|
|
$1,000,000,000
|
|
1.750% UST due
09/30/2022
|
|
PX3
|
|
+10
|
1.350% Senior Notes due
June 2023
|
|
CUSIP: 70450YAF0
ISIN: US70450YAF07
|
|
$1,000,000,000
|
|
2.750% UST due
05/31/2023
|
|
PX4
|
|
+20
|
Purpose of the Offer
The principal purpose of the Offer is to acquire the Notes. The
Offer is being made in connection with our proposed offering of new
senior unsecured notes denominated in U.S. dollars (the "New Notes
Offering"). The Tender Offer Consideration for any and all of the
Notes, applicable accrued and unpaid interest on such Notes from
the last interest payment date of the Notes to, but not including,
the Settlement Date for the Notes purchased in the Offer ("Accrued
Interest"), as applicable, and all related fees and expenses are
expected to be funded by the concurrent New Notes Offering. The
Offer is subject to the satisfaction of certain conditions as more
fully described under the heading "The Offer—Conditions to the
Offer" in the Offer to Purchase, including, among other things, the
successful completion of the New Notes Offering on terms
satisfactory to us on or prior to the Acceptance Date (the
"Financing Condition"). Notes that are accepted in the Offer will
be purchased, retired and cancelled by us and will no longer remain
outstanding obligations of ours.
Details of the Offer
The Offer will expire at 5:00
p.m., New York City time,
on May 20, 2022, unless the Offer is
extended or earlier terminated (the "Expiration Time"). Tendered
Notes may be withdrawn at any time prior to 5:00 p.m., New York
City time, on May 20, 2022, or
if the Offer is extended, the 10th business day after the
commencement of the Offer (the "Withdrawal Time"), but not
thereafter, except as required by applicable law as described in
the Offer to Purchase. Notes
tendered pursuant to the Offer may also be withdrawn at any time
after the 60th business day after commencement of the Offer if for
any reason the Offer has not been consummated within 60 business
days of commencement.
For a Holder who holds Notes through DTC to validly tender Notes
pursuant to the Offer, an Agent's Message and any other required
documents must be received by the Tender Agent at or prior to the
Expiration Time or, if pursuant to the guaranteed delivery
procedures, at or prior to 5:00 p.m.,
New York City time, on
May 24, 2022 (the "Guaranteed
Delivery Time").
Upon the terms and subject to the conditions set forth in the
Tender Offer Documents, Holders who (i) validly tender Notes at or
prior to the Expiration Time (and do not validly withdraw such
Notes at or prior to the Withdrawal Time) or (ii) deliver a
properly completed and duly executed Notice of Guaranteed Delivery
(or comply with ATOP procedures applicable to guaranteed delivery)
and all other required documents at or prior to the Expiration Time
and validly tender their Notes at or prior to the Guaranteed
Delivery Time pursuant to the guaranteed delivery procedures, and,
in each case, whose Notes are accepted for purchase by us, will
receive the applicable Tender Offer Consideration for each
$1,000 principal amount of Notes,
which will be payable in cash. We will accept and pay for all
validly tendered and not validly withdrawn Notes.
The Tender Offer Consideration payable for the Notes will be a
price per $1,000 principal amount of
Notes that is accepted for purchase equal to an amount determined
in the manner described in the Offer to Purchase by reference to the applicable Fixed
Spread for the Notes specified in the Offer to Purchase plus the yield to maturity on the
U.S. Treasury Reference Security based on the applicable bid-side
price of the U.S. Treasury Reference Security specified in the
Offer to Purchase at 2:00 p.m., New York
City time, on the Price Determination Date.
In addition to the applicable Tender Offer Consideration,
Holders whose Notes are accepted for purchase by us will be paid
the Accrued Interest. Interest on the Notes will cease to accrue on
the Settlement Date for all Notes accepted in the Offer, including
those tendered through the guaranteed delivery procedures.
The Offer is subject to certain conditions, including, among
other things, the Financing Condition, and certain customary
conditions. Subject to applicable law and limitations described in
the Offer to Purchase, we may
waive any of the conditions in our sole discretion.
Our obligation to accept and pay for Notes validly tendered and
not validly withdrawn is conditioned on each of (i) the Financing
Condition and (ii) the General Conditions having been
satisfied.
We intend to issue a redemption notice for any remaining
outstanding 2022 Notes that have not been validly tendered and
accepted for payment in the Offer at the "make-whole" redemption
price set forth in the terms and conditions of the 2022 Notes. In
the case of the 2023 Notes, we do not presently intend, but reserve
the right, to acquire any 2023 Notes that are not purchased
pursuant to the Offer through the optional redemption provisions of
the 2023 Notes or otherwise. This press release does not constitute
a notice of redemption or an obligation to issue a notice of
redemption for any Notes.
For further details on the procedures for tendering the Notes,
please refer to the Offer to Purchase, including the procedures set out
under the heading "The Offer—Procedures for Tendering Notes"
in the Offer to Purchase.
We have retained Morgan Stanley & Co. LLC ("Morgan Stanley")
to act as the Dealer Manager in connection with the Offer (the
"Dealer Manager"). Questions regarding terms and conditions of the
Offer should be directed to Morgan Stanley at 1585 Broadway,
New York, New York 10036,
Attention: Liability Management Group or at (212) 761-1057
(collect) or (800) 624-1808 (toll free).
D.F. King has been appointed as information agent and tender
agent (the "Information Agent and Tender Agent") in connection with
the Offer. Questions or requests for assistance in connection with
the Offer, or for additional copies of the Tender Offer Documents,
may be directed to the Information Agent and Tender Agent at (212)
269-5550 for banks and brokers or (866) 207-3648 for holders (toll
free), or via e-mail at PayPal@dfking.com. You may also contact
your broker, dealer, commercial bank, trust company or other
nominee for assistance concerning the Offer. The Tender Offer
Documents can be accessed at the Offer Website:
www.dfking.com/PayPal.
We reserve the right, in our sole discretion, not to
purchase any Notes or to extend, re-open, withdraw or terminate the
Offer and to amend or waive any of the terms and conditions of the
Offer in any manner, subject to applicable laws and
regulations.
Holders are advised to read carefully the Offer to
Purchase for full details of and
information on the procedures for participating in the
Offer.
Holders are advised to check with any bank, securities broker
or other intermediary through which they hold the Notes when such
intermediary would require to receive instructions from a Holder in
order for that the Holder to be able to participate in the Offer
before the deadline specified above. The deadline set by any such
intermediary may be earlier than the relevant deadlines specified
above.
All documentation relating to the Offer, including the Offer
to Purchase, together with any
updates, are available from the Information Agent and Tender
Agent, the contact details for whom are set out below. Holders are
urged to contact the Information Agent and Tender Agent for the
relevant announcements relating to the Offer. In addition, all
documentation relating to the Offer to Purchase, together with any updates, will be
available via the Offer Website: www.dfking.com/PayPal.
DISCLAIMER This announcement must be read in conjunction
with the Offer to Purchase. This
announcement and the Offer to Purchase contain important information which
should be read carefully before any decision is made with respect
to the Offer. You are recommended to seek your own financial, legal
and tax advice, including as to any tax consequences, immediately
from your broker, bank manager, solicitor, accountant or other
independent financial or legal adviser. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in the Offer.
None of the Company, the Dealer Manager, the Trustee, the Paying
Agent, the Tender Agent or the Information Agent or any of their
respective directors, officers, employees, agents or affiliates
makes any recommendation as to whether or not Holders should tender
their Notes in the Offer.
None of the Company, the Dealer Manager, the Trustee, the Paying
Agent, the Tender Agent or the Information Agent or any of their
respective directors, officers, employees, agents or affiliates
assumes any responsibility for the accuracy or completeness of the
information concerning the Company, the Notes, or the Offer
contained in this announcement or in the Offer to Purchase. None of the Company, the Dealer
Manager, the Trustee, the Paying Agent, the Tender Agent, the
Information Agent or any of their respective directors, officers,
employees, agents or affiliates is acting for any Holder, or will
be responsible to any Holder for providing any protections which
would be afforded to its clients or for providing advice in
relation to the Offer, and accordingly none of the Company, the
Dealer Manager, the Trustee, the Paying Agent, the Tender Agent,
the Information Agent or any of their respective directors,
officers, employees, agents or affiliates assumes any
responsibility for any failure by the Company to disclose
information with regard to the Company or Notes which is material
in the context of the Offer and which is not otherwise publicly
available.
General
This announcement is for informational purposes only. This
announcement is not an offer to purchase or a solicitation of an
offer to purchase any Notes or any other securities of the Company
or any of its subsidiaries. The Offer is being made solely pursuant
to the Offer to Purchase. The
Offer is not being made to Holders of Notes in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction.
In any jurisdiction in which the securities laws or blue sky laws
require the Offer to be made by a licensed broker or dealer, the
Offer will be deemed to be made on behalf of the Company by the
Dealer Manager or one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction.
No action has been or will be taken in any jurisdiction that
would permit the possession, circulation or distribution of either
this announcement, the Offer to Purchase or any material relating to us or the
Notes in any jurisdiction where action for that purpose is
required. Accordingly, neither this announcement, the Offer to
Purchase nor any other offering
material or advertisements in connection with the Offer may be
distributed or published, in or from any such country or
jurisdiction, except in compliance with any applicable rules or
regulations of any such country or jurisdiction.
The distribution of this announcement and the Offer to
Purchase in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement or the Offer to Purchase comes are required by us, the Dealer
Manager, the Information Agent and Tender Agent to inform
themselves about, and to observe, any such restrictions.
Neither this announcement nor the Offer to Purchase, or the electronic transmission
thereof, as applicable, constitutes an offer to sell or buy any of
the new notes pursuant to the New Notes Offering, a solicitation
for acceptance of the Offer, or a notice of redemption under the
indenture governing the Notes. The distribution of this
announcement in certain jurisdictions may be restricted by law. We
are not aware of any jurisdiction where the making of the Offer is
not in compliance with applicable law. If we become aware of any
such jurisdiction, we will make a good faith effort to comply with
applicable law or seek to have such law declared inapplicable to
the Offer. If, after such good faith effort, we cannot comply with
any such law, the Offer will not be made to (nor will tenders be
accepted from or on behalf of) Holders residing in such
jurisdiction. In those jurisdictions where the securities, blue sky
or other laws require the Offer to be made by a licensed broker or
dealer and the Dealer Manager or any of their respective affiliates
is such a licensed broker or dealer in any such jurisdiction, the
Offer shall be deemed to be made by the Dealer Manager or such
affiliate (as the case may be) on behalf of the Company in such
jurisdiction.
Each Holder participating in the Offer will give certain
representations in respect of the jurisdictions referred to above
and generally as set out herein. Any tender of Notes pursuant to
the Offer from a Holder that is unable to make these
representations will not be accepted. Each of the Company, the
Dealer Manager, the Tender Agent and Information Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Notes pursuant to the Offer, whether any such
representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Company determines
(for any reason) that such representation is not correct, such
tender shall not be accepted.
About PayPal
PayPal has remained at the forefront of the digital payment
revolution for more than 20 years. By leveraging technology to make
financial services and commerce more convenient, affordable, and
secure, the PayPal platform is empowering 429 million consumers and
merchants in more than 200 markets to join and thrive in the global
economy.
Forward-Looking Statements
This press release contains "forward-looking" statements within
the meaning of applicable securities laws, including statements
related to the anticipated terms of the offering, the anticipated
closing of the offering, the expected use of proceeds of the notes
and other statements that are not historical fact. These
forward-looking statements can be identified by words such as
"may," "will," "would," "should," "could," "expect," "anticipate,"
"believe," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "project," "forecast" and other similar
expressions. Forward-looking statements are based upon various
estimates and assumptions, as well as information known to PayPal
as of the date of this press release, and are inherently subject to
numerous risks and uncertainties. Accordingly, actual results could
differ materially from those predicted or implied by
forward-looking statements. For the reasons discussed above, you
should not place undue reliance on the forward-looking statements
in this press release. PayPal assumes no obligation to update such
forward-looking statements, except as required by law.
Investor Relations Contacts
Gabrielle Rabinovitch
grabinovitch@paypal.com
Ryan Wallace
ryanwallace@paypal.com
Media Relations Contacts
Josh Criscoe
jcriscoe@paypal.com
Taylor Watson
taywatson@paypal.com
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content:https://www.prnewswire.com/news-releases/paypal-announces-debt-tender-offer-301547897.html
SOURCE PayPal Holdings, Inc.