Booking Holdings Inc. Files 8-K on Financial Obligations

TL;DR

BKNG filed an 8-K detailing its various senior notes and their maturity dates.

AI Summary

On February 27, 2024, Booking Holdings Inc. entered into a material definitive agreement related to its financial obligations. The company has various senior notes due in different years, including 2024, 2025, 2026, 2027, 2028, and 2029, with varying interest rates.

Why It Matters

This filing provides transparency into Booking Holdings' ongoing debt obligations and financial commitments, which are crucial for investors assessing the company's financial health.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of existing financial obligations and does not indicate new or unexpected risks.

Key Numbers

• 2.375% — Interest Rate (Senior Notes due 2024)
• 0.100% — Interest Rate (Senior Notes due 2025)
• 4.000% — Interest Rate (Senior Notes due 2026)
• 1.800% — Interest Rate (Senior Notes due 2027)
• 0.500% — Interest Rate (Senior Notes due 2028)
• 3.625% — Interest Rate (Senior Notes due 2028)
• 4.250% — Interest Rate (Senior Notes due 2029)

Key Players & Entities

• Booking Holdings Inc. (company) — Filer
• 2024-02-27 (date) — Date of Report
• A2.375percentSeniorNotesDue2024Member (dollar_amount) — Senior Notes Due 2024
• A0.100percentSeniorNotesDue2025Member (dollar_amount) — Senior Notes Due 2025
• A4.000percentSeniorNotesDue2026Member (dollar_amount) — Senior Notes Due 2026
• A1.800percentSeniorNotesDue2027Member (dollar_amount) — Senior Notes Due 2027
• A0.500percentSeniorNotesDue2028Member (dollar_amount) — Senior Notes Due 2028
• A3.625percentSeniorNotesDue2028Member (dollar_amount) — Senior Notes Due 2028
• A4.250percentSeniorNotesDue2029Member (dollar_amount) — Senior Notes Due 2029

FAQ

Key Financial Figures

• $0.008 — h Registered: Common Stock par value $0.008 per share BKNG The NASDAQ Global Se

Filing Documents

• tm246940d5_8k.htm (8-K) — 64KB
• tm246940d5_ex1-1.htm (EX-1.1) — 317KB
• tm246940d5_ex4-1.htm (EX-4.1) — 59KB
• tm246940d5_ex4-2.htm (EX-4.2) — 58KB
• tm246940d5_ex4-3.htm (EX-4.3) — 58KB
• tm246940d5_ex4-4.htm (EX-4.4) — 58KB
• tm246940d5_ex4-5.htm (EX-4.5) — 46KB
• tm246940d5_ex4-6.htm (EX-4.6) — 43KB
• tm246940d5_ex4-7.htm (EX-4.7) — 43KB
• tm246940d5_ex4-8.htm (EX-4.8) — 43KB
• tm246940d5_ex4-9.htm (EX-4.9) — 471KB
• tm246940d5_ex5-1.htm (EX-5.1) — 10KB
• tm246940d5_ex5-1img01.jpg (GRAPHIC) — 5KB
• tm246940d5_ex5-1img02.jpg (GRAPHIC) — 19KB
• 0001104659-24-029963.txt ( ) — 1828KB
• bkng-20240227.xsd (EX-101.SCH) — 6KB
• bkng-20240227_def.xml (EX-101.DEF) — 30KB
• bkng-20240227_lab.xml (EX-101.LAB) — 45KB
• bkng-20240227_pre.xml (EX-101.PRE) — 28KB
• tm246940d5_8k_htm.xml (XML) — 14KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Senior Notes On March 1, 2024, Booking Holdings Inc. (the " Company ") executed four Officers' Certificates (the " Officers' Certificates "), in accordance with Sections 2.02 and 10.04 of the Indenture dated August 8, 2017 (the " Base Indenture " and, together with the Officers' Certificates, the " Indenture ") between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (the " Trustee "), in connection with the sale of 500,000,000 aggregate principal amount of the Company's 3.500% Senior Notes due 2029 (the " 2029 Notes "), 650,000,000 aggregate principal amount of the Company's 3.625% Senior Notes due 2032 (the " 2032 Notes "), 850,000,000 aggregate principal amount of the Company's 3.750% Senior Notes due 2036 (the " 2036 Notes ") and 750,000,000 aggregate principal amount of the Company's 4.000% Senior Notes due 2044 (the " 2044 Notes " and, together with the 2029 Notes, the 2032 Notes and the 2036 Notes, the " Senior Notes "). The 2029 Notes will mature on March 1, 2029, the 2032 Notes will mature on March 1, 2032, the 2036 Notes will mature on March 1, 2036, and the 2044 Notes will mature on March 1, 2044, in each case unless earlier redeemed or repurchased. The Senior Notes are the Company's general senior unsecured obligations and rank equally with the Company's other senior unsecured obligations. Pursuant to an Agency Agreement dated as of March 1, 2024 (the " Agency Agreement ") relating to the Senior Notes, the Company has appointed Elavon Financial Services DAC, UK Branch, to act as paying agent for the Senior Notes and U.S. Bank Trust Company, National Association to act as transfer agent and registrar for the Senior Notes. The Company will pay interest on the 2029 Notes at an annual rate of 3.500% payable on March 1 of each year, beginning on March 1, 2025. The Company will pay interest on the 2032 Notes at an ann

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference.

01 Other Events

Item 8.01 Other Events . Senior Notes Offering On February 27, 2024, the Company entered into an underwriting agreement (the " Underwriting Agreement ") with Banco Santander, S.A., BNP Paribas, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC and Merrill Lynch International, as representatives of the several underwriters named in Schedule II (the " Underwriters "), pursuant to which the Company agreed to issue and sell to the Underwriters 2,750,000,000 aggregate principal amount of Senior Notes in a registered public offering (the " Offering "). The Offering was consummated pursuant to the Company's Registration Statement. For a complete description of the terms and conditions of the Underwriting Agreement, refer to the Underwriting Agreement, which is filed as Exhibit 1.1, and is incorporated by reference. The Opinion of Cravath, Swaine & Moore LLP with respect to the validity of the Senior Notes is filed as Exhibit 5.1, and is incorporated by reference. This Current Report on Form 8-K and the exhibits are incorporated by reference into the Registration Statement.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits . (d) Exhibits Exhibit Description 1.1* Underwriting Agreement, dated March 1, 2024, among Booking Holdings Inc. and Banco Santander, S.A., BNP Paribas, Deutsche Bank AG, London Branch, Goldman Sachs & Co. LLC and Merrill Lynch International, as representatives of the several underwriters named in Schedule II. 4.1 Form of 3.500% Senior Note due 2029. 4.2 Form of 3.625% Senior Note due 2032. 4.3 Form of 3.750% Senior Note due 2036. 4.4 Form of 4.000% Senior Note due 2044. 4.5* Officers' Certificate, dated March 1, 2024, with respect to the 3.500% Senior Note due 2029 issued pursuant to the Base Indenture. 4.6* Officers' Certificate, dated March 1, 2024, with respect to the 3.625% Senior Note due 2032 issued pursuant to the Base Indenture. 4.7* Officers' Certificate, dated March 1, 2024, with respect to the 3.750% Senior Note due 2036 issued pursuant to the Base Indenture. 4.8* Officers' Certificate, dated March 1, 2024, with respect to the 4.000% Senior Note due 2044 issued pursuant to the Base Indenture. 4.9 Agency Agreement, dated as of March 1, 2024, by and between Booking Holdings Inc., as issuer, Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as transfer agent, registrar and trustee. 5.1 Opinion of Cravath, Swaine & Moore LLP, relating to the Senior Notes. 23.1 Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1 to this Current Report). 104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. *Schedules or similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish copies of any of the omitted schedules or similar attachments upon request by the Securities and Exchange Commission.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BOOKING HOLDINGS INC. By: /s/ Peter J. Millones Name: Peter J. Millones Title: Executive Vice President and General Counsel Date: March 1, 2024

View Full Filing

View this 8-K filing on SEC EDGAR