SAN
JOSE, Calif., May 20, 2022
/PRNewswire/ -- PayPal Holdings, Inc. (NASDAQ: PYPL) today
announced the pricing of its previously announced 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 was 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.
Title of
Notes
|
CUSIP
Number/ISIN
|
Principal
Amount
Outstanding
|
UST Reference
Security
|
Bloomberg
Reference
Page
|
Reference
Yield
|
Fixed
Spread
(bps)
|
Tender
Consideration(1)
|
2.200% Senior Notes
due
September 2022...................
|
CUSIP: 70450YAB9
ISIN: US70450YAB92
|
$1,000,000,000
|
1.750% UST
due
09/30/2022
|
PX3
|
1.316%
|
+10
|
$1,002.65
|
|
|
|
|
|
|
|
|
1.350% Senior Notes
due
June 2023...................................
|
CUSIP: 70450YAF0
ISIN: US70450YAF07
|
$1,000,000,000
|
2.750% UST
due
05/31/2023
|
PX4
|
2.140%
|
+20
|
$990.06
|
_____________________________
(1) Per $1,000
principal amount of Notes validly tendered at or prior to the
Expiration Time or the Guaranteed Delivery Date pursuant to the
guaranteed delivery procedures and not validly withdrawn and
accepted for purchase (and subject to the applicable authorized
denomination), calculated on the
basis of the bid-side price of the U.S. Treasury Reference Security
as of 2:00 pm New York City time on May 20, 2022.
Does not include Accrued Interest
(as defined below).
|
Details of the Offer
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 (as defined below) (and do not validly
withdraw such Notes at or prior to the Withdrawal Time (as defined
below)) 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 specified above for each $1,000 principal amount of Notes, which will be
payable in cash.
In addition to the applicable Tender Offer Consideration,
Holders whose Notes are accepted for purchase by us will be paid
applicable accrued and unpaid interest on such Notes from the last
interest payment date of the Notes to, but not including, the
settlement date (which is expected to be May
23, 2022, the first business day after the Expiration Time
(as defined below), unless the Expiration Time is extended or the
Offer is terminated earlier) (the "Settlement Date") for the Notes
purchased in the Offer ("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 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 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.
The Offer is subject to certain conditions, including, among
other things, the Financing Condition (as defined in the Offer to
Purchase), 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.
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.
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.
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-pricing-of-debt-tender-offer-301552280.html
SOURCE PayPal Holdings, Inc.