Item 1.01 Entry into a Material Definitive Agreement.
Notes Offering
On May 23, 2022, PayPal Holdings, Inc. (the "Company") issued and sold
$3.0 billion aggregate principal amount of senior notes, consisting of
$500 million aggregate principal amount of 3.900% notes due 2027 (the "2027
Notes"), $1 billion aggregate principal amount of 4.400% notes due 2032 (the
"2032 Notes"), $1 billion aggregate principal amount of 5.050% notes due 2052
(the "2052 Notes") and $500 million aggregate principal amount of 5.250% notes
due 2062 (the "2062 Notes" and, together with the 2027 Notes, the 2032 Notes and
the 2052 Notes, the "Notes").
The Notes were issued pursuant to an indenture, dated as of September 26, 2019
(the "Base Indenture"), between the Company and Computershare Trust Company,
N.A. as successor to Wells Fargo Bank, National Association, as trustee,
together with the officer's certificate, dated May 23, 2022 (the "Officer's
Certificate" and, together with the Base Indenture, the "Indenture"), issued
pursuant to the Indenture establishing the terms of each series of Notes.
The Notes were issued pursuant to the Company's Registration Statement on Form
S-3 filed with the Securities and Exchange Commission on September 16, 2019
(Registration Statement No. 333-233776) (the "Registration Statement").
The 2027 Notes will mature on June 1, 2027, the 2032 Notes will mature on
June 1, 2032, the 2052 Notes will mature on June 1, 2052 and the 2062 Notes will
mature on June 1, 2062, unless earlier redeemed or repurchased. Interest on the
Notes is payable on June 1 and December 1 of each year, beginning on December 1,
2022.
The Company may redeem the Notes for cash in whole, at any time, or in part,
from time to time, prior to maturity, at redemption prices that include accrued
and unpaid interest, if any, and a make-whole premium. However, no make-whole
premium will be paid for redemptions of the 2027 Notes on or after May 1, 2027,
for redemptions of the 2032 Notes on or after March 1, 2032, for redemptions of
the 2052 Notes on or after December 1, 2051 or for redemptions of the 2062 Notes
on or after December 1, 2061. The Indenture includes covenants (1) limiting the
Company's and its restricted subsidiaries ability to create liens on certain
properties and capital stock and indebtedness of these restricted subsidiaries
and enter into sale and leaseback transactions with respect to certain
properties and (2) limiting the Company's ability to consolidate, merge or sell
all or substantially all of its assets, in each case subject to a number of
important exceptions as specified in the Indenture. The Indenture also contains
customary event of default provisions. In the event of the occurrence of both
(1) a change of control of the Company and (2) a downgrade of a series of Notes
below an investment grade rating by each of Fitch Inc., Standard & Poor's
Ratings Services and Moody's Investors Service, Inc. within a specified period,
the Company will be required to offer to repurchase any outstanding Notes of
that series at a price in cash equal to 101% of the then outstanding principal
amount of such series of Notes, plus accrued and unpaid interest. The Notes are
the Company's unsecured senior obligations and rank equally in right of payment
with all of the Company's existing and future unsecured and unsubordinated
indebtedness. The Notes will be structurally subordinated to the liabilities of
our subsidiaries and will be effectively subordinated to any secured
indebtedness to the extent of the value of the assets securing such
indebtedness.
The above description of the Indenture and the Notes does not purport to be
complete and is qualified in its entirety by reference to the Indenture and the
Officer's Certificate (including the forms of Notes included therein), attached
as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, and incorporated herein by
reference.
Item 8.01 Other Events.
Tender Offer
On May 20, 2022, the Company issued a press release announcing the expiration
and results of the previously announced tender offer to purchase for cash any
and all of the Company's 2.200% Senior Notes due September 2022 and 1.350%
Senior Notes due June 2023. The tender offer expired at 5:00 pm, New York City
time, on May 20, 2022. A copy of the press release is attached as Exhibit 99.1
and incorporated by reference herein.
The information in this Item 8.01 is neither an offer to purchase nor a
solicitation of an offer to sell securities. No offer, solicitation, purchase or
sale will be made in any jurisdiction in which such offer, solicitation, or sale
would be unlawful.
--------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Exhibit Title or Description
4.1 Indenture, dated as of September 26, 2019, between the Company and
Computershare Trust Company, N.A. as successor to Wells Fargo Bank,
National Association, as trustee (incorporated by reference to Exhibit
4.1 to PayPal Holdings, Inc.'s Form 8-K, as filed with the SEC on
September 26, 2019)
4.2 Officer's Certificate pursuant to the Indenture, dated as of May 23,
2022
4.3 Form of Note for 3.900% Notes due 2027 (included as part of Exhibit
4.2 hereto)
4.4 Form of Note for 4.400% Notes due 2032 (included as part of Exhibit
4.2 hereto)
4.5 Form of Note for 5.050% Notes due 2052 (included as part of Exhibit
4.2 hereto)
4.6 Form of Note for 5.250% Notes due 2062 (included as part of Exhibit
4.2 hereto)
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as
part of Exhibit 5.1 hereto)
99.1 Press Release by PayPal Holdings, Inc., dated May 20, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
PAYPAL HOLDINGS, INC. 
