8-KMaterial AgreementsFinancial EventsExhibits & Filings

Booking Holdings Inc. 8-K Report, Material Agreement (Mar 4, 2015)

Filed March 4, 2015For Securities:BKNG

Summary

The Priceline Group Inc. (now Booking Holdings Inc.) filed an 8-K on March 4, 2015, to report on the entry into a material definitive agreement related to a debt issuance. Specifically, the company executed an Officers' Certificate in connection with the sale of €1,000,000,000 aggregate principal amount of its 1.800% Senior Notes due 2027. This issuance ranks as general unsecured senior obligations of the company and is on par with its existing senior unsecured debt, including various convertible notes and its revolving credit facility. These new notes mature on March 3, 2027, and carry an annual interest rate of 1.800%, payable annually. The company retains the option to redeem the notes under specific conditions, including a 'make whole' premium or in the event of certain U.S. taxation developments. The filing also details customary events of default and acceleration clauses associated with the indenture, providing transparency on the terms and conditions of this significant financing arrangement for investors.

Key Highlights

  • 1The Priceline Group Inc. issued €1,000,000,000 in 1.800% Senior Notes due 2027.
  • 2The notes are unsecured senior obligations and rank equally with other senior unsecured debt.
  • 3The issuance is governed by an Indenture dated September 23, 2014, and an Officers' Certificate dated March 3, 2015.
  • 4Interest on the notes is payable at 1.800% annually, starting March 3, 2016.
  • 5The company has the option to redeem the notes early under specified conditions, including a 'make whole' premium or tax-related events.
  • 6The Indenture includes standard events of default and acceleration provisions.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the entry into a material definitive agreement by The Priceline Group Inc. (now Booking Holdings Inc.). Specifically, it details the issuance of €1,000,000,000 of 1.800% Senior Notes due 2027.

The 1.800% Senior Notes due 2027 are general unsecured senior obligations of the company. They rank equally with the company's other outstanding senior unsecured obligations, including its convertible senior notes and any borrowings under its revolving credit facility.

The notes have an aggregate principal amount of €1,000,000,000, mature on March 3, 2027, and carry an annual interest rate of 1.800%, payable on March 3rd of each year beginning in 2016. The company can redeem the notes early under certain circumstances, including a 'make whole' premium or specific tax events.

The Indenture contains customary events of default, such as failure to make payments, breach of covenants, and bankruptcy or insolvency events. Certain bankruptcy events will automatically accelerate the amounts due. For other events of default, the Trustee or holders of at least 25% of the outstanding principal amount can declare acceleration of amounts due under the notes.