Item 1.01 Entry into a Material Definitive Agreement.
On August 14, 2019, Booking Holdings Inc. (the "Company") entered into a credit
agreement (the "Credit Agreement") with JPMorgan Chase Bank, N.A., as
administrative agent (the "Administrative Agent"), Bank of America, N.A., as
syndication agent, each of JPMorgan Chase Bank, N.A., Bank of America
Securities, Inc., BNP Paribas Securities Corp., Citibank, N.A., Deutsche Bank
Securities Inc., TD Securities (USA) LLC, U.S. Bank National Association and
Wells Fargo Securities, LLC, as joint bookrunners and joint lead arrangers and
each of BNP Paribas, Citibank, N.A., Deutsche Bank Securities Inc., TD Bank,
N.A., U.S. Bank National Association, Wells Fargo Bank, National Association,
Goldman Sachs Bank USA, HSBC Bank USA, National Association, Industrial and
Commercial Bank of China Limited, New York Branch, Mizuho Bank, Ltd. and
Standard Chartered Bank, as co-documentation agents, and the lenders from time
to time party thereto (the "Lenders").
Under the terms of the Credit Agreement, the Lenders will extend a revolving
line of credit up to $2 billion to the Company. The revolving credit facility
provides for the issuance of up to $80 million of letters of credit, as well as
up to $100 million of borrowings on same-day notice, referred to as swingline
loans. Other than swingline loans, which are available only in U.S. dollars, the
revolving loans and the letters of credit are available in U.S. dollars, Euros,
Pounds Sterling and any other currency agreed to by the Administrative Agent and
each of the Lenders. The Company may request an increase to the revolving line
of credit or to enter into one or more tranches of term loans, not to exceed in
the aggregate $1 billion. The proceeds of loans made under the Credit Agreement
can be used for working capital needs and general corporate purposes, including
without limitation, for the purposes of making acquisitions and refinancing
existing indebtedness. As of the date of this Current Report on Form 8-K, the
Company has no immediate plans to draw on the revolving line of credit, though
it may do so in the future.
Borrowings under the Credit Agreement are unsecured and will bear interest, at
the Company's option, at a rate per annum equal to either:
• for dollar-denominated loans only, the sum of (x) the highest of (a) the
federal funds rate plus 1/2 of 1%, (b) the Administrative Agent's prime
lending rate and (c) LIBOR (but no less than 0%) for an interest period of
one month plus 1.00% plus (y) an applicable margin ranging from 0% to
• LIBOR (but no less than 0%) for the interest period in effect for such
borrowing plus an applicable margin ranging from 0.875% to 1.50%.
In certain circumstances where LIBOR cannot be adequately ascertained or is
unavailable, the Credit Agreement sets forth a mechanism to provide for the
replacement of LIBOR with an alternative benchmark rate.
The Credit Agreement includes, among other terms and conditions, limitations on
the ability of the Company and its subsidiaries to sell, transfer, lease or
otherwise dispose of any of its assets outside the ordinary course or any of the
equity interests of its subsidiaries (subject to certain exceptions); acquire
merge, consolidate with or into another person or entity, liquidate or dissolve
(other than certain types of permitted acquisitions and corporate
reorganization); or create, incur, assume or allow any lien on any of its
property or assets or assign any right to receive income (except for certain
permitted liens). The Credit Agreement also contains a financial covenant
requiring that the Company maintain a certain leverage ratio.
The Credit Agreement terminates and any and all borrowings are due on August 14,
2024, subject to any extension requested by the Company and agreed to by the
lenders pursuant to Section 2.25 of the Credit Agreement. The Credit Agreement
may be terminated earlier by the Company without penalty upon written notice and
prompt repayment of all amounts borrowed and payment of the fees pursuant to
Section 2.12 of the Credit Agreement. Loans outstanding under the Credit
Agreement may become immediately due and payable upon certain events of default
as set forth in the Credit Agreement.
Under the Credit Agreement, the Company is required to pay a commitment fee in
respect of unutilized commitments, which accrue at a rate set forth in the
Credit Agreement. The Company must also pay customary letter of credit fees and
The Company may voluntarily reduce the unutilized portion of the commitment
amount and repay outstanding loans at any time without premium or penalty other
than customary "breakage" costs with respect to loans bearing interest at a rate
determined by reference to LIBOR. There is no scheduled amortization under the
revolving credit facility.
The foregoing description of the Credit Agreement is qualified in its entirety
by reference to the Credit Agreement, which is attached hereto as Exhibit 10.1
and filed herewith. In the ordinary course of their respective businesses, the
Lenders under the Credit Agreement and their affiliates have engaged, and in the
future may engage, in commercial banking and/or investment banking transactions
with the Company and its affiliates.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with entering into the Credit Agreement as described above, the
Company voluntarily terminated the $2 billion credit agreement, dated as of June
19, 2015, among the Company, the lenders thereunder and Bank of America, N.A.,
as administrative agent, and paid the resulting fees required by such credit
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above under Item 1.01 of this Current Report on Form
8-K is hereby incorporated into this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
10.1 Credit Agreement, dated as of August 14, 2019, among the Company, the
lenders from time to time party thereto, and JPMorgan Chase Bank, N.A. as
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