SAN JOSE, Calif., May 20, 2022 /PRNewswire/ -- PayPal Holdings,
Inc. (NASDAQ: PYPL) today announced the expiration and results 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 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.
The Offer expired at 5:00 p.m.,
New York City time, on
May 20, 2022 (the "Expiration Time").
The Settlement Date is expected to be May
23, 2022, which is the first business day after the
Expiration 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.
According to information provided by D.F. King, the information
agent and tender agent (the "Information Agent and Tender Agent")
in connection with the Offer, $1,126,761,000 combined aggregate principal
amount of the Notes were validly tendered at or prior to the
Expiration Date and not validly withdrawn. In addition,
$4,409,000 were tendered pursuant to
the guaranteed delivery procedures and remain subject to the
Holders' performance of the delivery requirements under such
procedures. The table below provides the aggregate principal amount
of each of the 2022 Notes and 2023 Notes validly tendered and not
validly withdrawn prior to the Expiration Date.
Title of
Notes
|
CUSIP
Number/ISIN
|
Principal Amount Outstanding
|
Principal Amount
Tendered(1)
|
Tender Offer
Consideration(2)
|
|
2.200% Senior Notes
due
September
2022
|
CUSIP: 70450YAB9
ISIN: US70450YAB92
|
$1,000,000,000
|
$545,333,000
|
$1,002.65
|
|
1.350% Senior Notes
due June 2023
|
CUSIP: 70450YAF0
ISIN: US70450YAF07
|
$1,000,000,000
|
$581,428,000
|
$990.06
|
|
|
(1) The principal
amounts tendered as reflected in the table above exclude the
following aggregate principal amount of the Notes that may be
validly tendered pursuant to guaranteed delivery procedures and
accepted for purchase pursuant to the Offer: (i) $416,000 aggregate
principal amount of the 2022 Notes and (ii) $3,993,000 aggregate
principal amount of the 2023 Notes.
|
|
(2) 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
We expect to accept, on the applicable Settlement Date or
Guaranteed Delivery Time (as applicable), all Notes validly
tendered and not validly withdrawn at or prior to the Expiration
Date, including Notes delivered in accordance with the guaranteed
delivery procedures. Upon the terms and subject to the conditions
set forth in the Tender Offer Documents, Holders who (i) validly
tendered Notes at or prior to the Expiration Time (as defined
below) (and did not validly withdraw such Notes at or prior to the
Withdrawal Time (as defined below)) or (ii) delivered a properly
completed and duly executed Notice of Guaranteed Delivery (or
complied with ATOP procedures applicable to guaranteed delivery)
and all other required documents at or prior to the Expiration Time
and validly tendered 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 ("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 (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 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 was appointed as 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. All documentation relating to the Offer to
Purchase, together with any updates, are available via the Offer
Website: www.dfking.com/PayPal.
We reserve the right, in our sole discretion, not 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.
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 was made solely pursuant to
the Offer to Purchase. The Offer was not 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 have been 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 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 was 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 of the Company, the Dealer Manager, the Information Agent
and Tender 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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SOURCE PayPal Holdings, Inc.