8-KMaterial AgreementsOther EventsExhibits & Filings

Booking Holdings Inc. 8-K Report, Material Agreement (Nov 25, 2015)

Filed November 25, 2015For Securities:BKNG

Summary

This 8-K filing from The Priceline Group Inc. (now Booking Holdings Inc.) on November 25, 2015, primarily reports on the company's entry into a material definitive agreement to issue €750,000,000 aggregate principal amount of 2.15% Senior Notes due 2022. The notes are unsecured senior obligations, ranking equally with other senior unsecured obligations, and bear interest payable annually starting November 25, 2016. The offering was conducted through a registered public offering under the company's existing shelf registration statement. Investors should note the terms surrounding redemption, including options for early redemption with a "make whole" premium before a specified par call date, or at par on or after that date. The company also retains the option to redeem the notes in full under certain U.S. taxation developments. The filing also details customary events of default and acceleration clauses within the indenture governing these notes. This issuance represents a significant debt financing activity for the company.

Key Highlights

  • 1The Priceline Group Inc. issued €750,000,000 aggregate principal amount of 2.15% Senior Notes due November 25, 2022.
  • 2The Senior Notes are general unsecured senior obligations, ranking equally with other senior unsecured debt.
  • 3Interest on the notes will be paid annually at a rate of 2.15%, commencing November 25, 2016.
  • 4The company has the option to redeem the notes prior to maturity, with specific provisions including a 'make whole' premium and redemption at par.
  • 5The issuance was conducted via a registered public offering under the company's existing shelf registration statement.
  • 6The Indenture governing the notes includes standard covenants and events of default, with provisions for acceleration of payment upon certain conditions.

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