Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
17 May 2022 - 07:48AM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Registration Statement No. 333-233776
Issuer Free Writing Prospectus dated May 16,
2022
Relating to Preliminary Prospectus Supplement dated
May 16, 2022
$3,000,000,000
Pricing Term Sheet
$500,000,000 3.900% Notes due 2027 (the “2027
Notes”)
$1,000,000,000 4.400% Notes due 2032 (the
“2032 Notes”)
$1,000,000,000 5.050% Notes due 2052 (the
“2052 Notes”)
$500,000,000 5.250% Notes due 2062 (the “2062
Notes”)
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| Issuer: |
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PayPal Holdings, Inc. (the
“Company”) |
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| Trade Date: |
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May 16, 2022 |
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| Settlement Date: |
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May 23, 2022 (T+5)* |
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| Denominations: |
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$2,000 and integral multiples of $1,000 in
excess thereof |
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|
| Anticipated Ratings: |
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A3 (Moody’s Investors Service, Inc.)
A- (Standard &
Poor’s Ratings Services)
A- (Fitch, Inc.)
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|
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| Joint Book-Running Managers: |
|
BofA Securities, Inc.
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities LLC
MUFG Securities Americas Inc.
Wells Fargo Securities, LLC
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|
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| Co-Managers: |
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Barclays Capital Inc.
BNP Paribas Securities Corp.
HSBC Securities (USA) Inc.
Mizuho Securities USA LLC
Scotia Capital (USA) Inc.
TD Securities (USA) LLC
Academy Securities, Inc.
Independence Point Securities LLC
nabSecurities, LLC
R. Seelaus & Co., LLC
RBC Capital Markets, LLC
Samuel A. Ramirez & Company, Inc.
Siebert Williams Shank & Co., LLC
SMBC Nikko Securities America, Inc.
Standard Chartered Bank**
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1
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| Security: |
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Senior unsecured notes |
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| Principal Amount: |
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$500,000,000 of 2027 Notes
$1,000,000,000 of 2032 Notes
$1,000,000,000 of 2052 Notes
$500,000,000 of 2062 Notes
|
|
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| Maturity Date: |
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June 1, 2027 for the 2027 Notes
June 1, 2032 for the 2032 Notes
June 1, 2052 for the 2052 Notes
June 1, 2062 for the 2062 Notes
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|
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| Coupon (Interest Rate): |
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3.900% per annum for the 2027 Notes
4.400% per annum for the 2032 Notes
5.050% per annum for the 2052 Notes
5.250% per annum for the 2062 Notes
|
|
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| Interest Payment Dates: |
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Semi-annually each June 1 and
December 1, commencing December 1, 2022 for the 2027
Notes, the 2032 Notes, the 2052 Notes and the 2062 Notes |
|
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| Day Count Convention: |
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30/360 |
|
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| Price to Public: |
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99.873% for the 2027 Notes
99.654% for the 2032 Notes
99.677% for the 2052 Notes
99.650% for the 2062 Notes
|
|
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| Benchmark Treasury: |
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2.750% due April 30, 2027 for the 2027 Notes
2.875% due May 15, 2032 for the 2032 Notes
2.250% due February 15, 2052 for the 2052 Notes
2.250% due February 15, 2052 for the 2062 Notes
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|
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| Benchmark Treasury Price/Yield: |
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99.20+ / 2.828% for the 2027 Notes
99.27 / 2.893% for the 2032 Notes
83.06+ / 3.121% for the 2052 Notes
83.06+ / 3.121% for the 2062 Notes
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|
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| Spread to Benchmark Treasury: |
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110 basis points for the 2027 Notes
155 basis points for the 2032 Notes
195 basis points for the 2052 Notes
215 basis points for the 2062 Notes
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2
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|
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| Yield to Maturity: |
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3.928% for the 2027 Notes
4.443% for the 2032 Notes
5.071% for the 2052 Notes
5.271% for the 2062 Notes
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|
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| Make-Whole Call: |
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2027 Notes: At any time prior to May 1, 2027, at a discount
rate of Treasury plus 20 basis points
2032 Notes: At any time prior to March 1, 2032, at a discount
rate of Treasury plus 25 basis points
2052 Notes: At any time prior to December 1, 2051, at a
discount rate of Treasury plus 30 basis points
2062 Notes: At any time prior to December 1, 2061, at a
discount rate of Treasury plus 35 basis points
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|
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| Par Call: |
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At any time on and after May 1, 2027 (one month prior to the
maturity date of the 2027 Notes)
At any time on and after March 1, 2032 (three months prior to
the maturity date of the 2032 Notes)
At any time on and after December 1, 2051 (six months prior to
the maturity date of the 2052 Notes)
At any time on and after December 1, 2061 (six months prior to
the maturity date of the 2062 Notes)
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|
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| CUSIP/ISIN: |
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70450Y AK9 / US70450YAK91 for the 2027 Notes
70450Y AL7 / US70450YAL74 for the 2032 Notes
70450Y AM5 / US70450YAM57 for the 2052 Notes
70450Y AN3 / US70450YAN31 for the 2062 Notes
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|
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| Net Proceeds Before Expenses: |
|
$499,365,000 for the 2027 Notes
$996,540,000 for the 2032 Notes
$996,770,000 for the 2052 Notes
$498,250,000 for the 2062 Notes
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Note: A securities rating is not a recommendation to buy,
sell or hold securities and may be subject to revision or
withdrawal at any time.
| * |
Under Rule 15c6-1 under the Securities Exchange
Act of 1934, as amended, trades in the secondary market generally
are required to settle in two business days, unless the parties to
any such trade expressly agree otherwise. Accordingly, purchasers
who wish to trade the notes prior to the second business day
preceding the settlement date will be required, by virtue of the
fact that the notes initially will settle T+5, to specify an
alternate settlement cycle at the time of any such trade to prevent
a failed settlement. Purchasers of the notes who wish to trade the
notes prior to the second business day preceding the settlement
date should consult their own advisors.
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| ** |
Standard Chartered Bank will not effect any offers
or sales of any notes in the United States unless it is through one
or more U.S. registered broker-dealers as permitted by the
regulations of FINRA.
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3
The Company has filed a registration statement (including a
prospectus) and a preliminary prospectus supplement with the
Securities and Exchange Commission (the “SEC”) for the offering to
which this communication relates. Before you invest, you should
read the prospectus in that registration statement, the preliminary
prospectus supplement and other documents that the Company has
filed with the SEC for more complete information about the Company
and this offering. You may get these documents for free by visiting
the SEC website at www.sec.gov. Alternatively, the Company, any
underwriter or any dealer participating in the offering will
arrange to send you the preliminary prospectus supplement, the
accompanying prospectus and, when available, the final prospectus
supplement if you request it by contacting: BofA Securities, Inc.
at 1-(800) 294-1322; Goldman Sachs & Co.
LLC at 1-866-471-2526; or Morgan
Stanley & Co. LLC collect at 1-866-718-1649.
Any disclaimers or other notices that may appear below are not
applicable to this communication and should be disregarded. Such
disclaimers or other notices were automatically generated as a
result of this communication being sent via Bloomberg or another
email system.
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