Booking Holdings Files 8-K on Material Agreements

TL;DR

BKNG filed an 8-K on 11/18/24 detailing material definitive agreements and financial obligations.

AI Summary

On November 18, 2024, Booking Holdings Inc. entered into a material definitive agreement related to its financial obligations. The company also announced other events and filed financial statements and exhibits as part of this 8-K filing.

Why It Matters

This filing indicates significant financial activity or agreements by Booking Holdings, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: low — The filing is a standard disclosure of material agreements and financial obligations, not indicating immediate negative events.

Key Players & Entities

• Booking Holdings Inc. (company) — Filer
• 2024-11-18 (date) — Date of Report
• 8-K (document) — Filing Type

FAQ

Key Financial Figures

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

Filing Documents

• tm2428114d3_8k.htm (8-K) — 70KB
• tm2428114d3_ex1-1.htm (EX-1.1) — 239KB
• tm2428114d3_ex4-1.htm (EX-4.1) — 55KB
• tm2428114d3_ex4-2.htm (EX-4.2) — 55KB
• tm2428114d3_ex4-3.htm (EX-4.3) — 55KB
• tm2428114d3_ex4-4.htm (EX-4.4) — 45KB
• tm2428114d3_ex4-5.htm (EX-4.5) — 42KB
• tm2428114d3_ex4-6.htm (EX-4.6) — 42KB
• tm2428114d3_ex4-7.htm (EX-4.7) — 450KB
• tm2428114d3_ex5-1.htm (EX-5.1) — 10KB
• tm2428114d3_ex5-1img01.jpg (GRAPHIC) — 2KB
• tm2428114d3_ex5-1img02.jpg (GRAPHIC) — 72KB
• 0001104659-24-121522.txt ( ) — 1666KB
• bkng-20241118.xsd (EX-101.SCH) — 6KB
• bkng-20241118_def.xml (EX-101.DEF) — 31KB
• bkng-20241118_lab.xml (EX-101.LAB) — 43KB
• bkng-20241118_pre.xml (EX-101.PRE) — 29KB
• tm2428114d3_8k_htm.xml (XML) — 18KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Senior Notes On November 21, 2024, Booking Holdings Inc. (the " Company ") executed three 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 ") and registrar, in connection with the sale of 600,000,000 aggregate principal amount of the Company's 3.250% Senior Notes due 2032 (the " 2032 Notes "), 500,000,000 aggregate principal amount of the Company's 3.750% Senior Notes due 2037 (the " 2037 Notes "), and 700,000,000 aggregate principal amount of the Company's 3.875% Senior Notes due 2045 (the " 2045 Notes " and, together with the 2032 Notes and the 2037 Notes, the " Senior Notes "). The 2032 Notes will mature on November 21, 2032, the 2037 Notes will mature on November 21, 2037, and the 2045 Notes will mature on March 21, 2045, 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 November 21, 2024 (the " Agency Agreement ") relating to the Senior Notes, the Company has appointed U.S. Bank Europe 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 for the Senior Notes. The Company will pay interest on the 2032 Notes at an annual rate of 3.250% payable on November 21 of each year, beginning on November 21, 2025. The Company will pay interest on the 2037 Notes at an annual rate of 3.750% payable on November 21 of each year, beginning on November 21, 2025. The Company will pay interest on the 2045 Notes at an annual r

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. Item 8.01 Other Events . Senior Notes Offering On November 18, 2024, the Company entered into an underwriting agreement (the " Underwriting Agreement ") with Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc, and J.P. Morgan Securities plc, as representatives of the several underwriters named in Schedule II thereto (the " Underwriters "), pursuant to which the Company agreed to issue and sell to the Underwriters 1,800,000,000 aggregate principal amount of Senior Notes in a registered public offering (the " Offering "). The Offering was consummated pursuant to the Company's Registration Statement. The Underwriting Agreement 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 hereto are incorporated by reference into the Registration Statement. Item 9.01 Financial Statements and Exhibits . (d) Exhibits Exhibit Description 1.1*

Underwriting

Underwriting Agreement, dated November 18, 2024, among Booking Holdings Inc. and Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, HSBC Bank plc, and J.P. Morgan Securities plc, as representatives of the several underwriters named in Schedule II thereto. 4.1 Form of 3.250% Senior Note due 2032. 4.2 Form of 3.750% Senior Note due 2037. 4.3 Form of 3.875% Senior Note due 2045. 4.4* Officers' Certificate, dated November 21, 2024, with respect to the 3.250% Senior Note due 2032 issued pursuant to the Base Indenture. 4.5* Officers' Certificate, dated November 21, 2024, with respect to the 3.750% Senior Note due 2037 issued pursuant to the Base Indenture. 4.6* Officers' Certificate, dated November 21, 2024, with respect to the 3.875% Senior Note due 2045 issued pursuant to the Base Indenture. 4.7 Agency Agreement, dated as of November 21, 2024, by and between Booking Holdings Inc., as issuer, U.S. Bank Europe 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 hereby 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: November 21, 2024

View Full Filing

View this 8-K filing on SEC EDGAR