Item 1.01 Entry into a Material Definitive Agreement.
Senior Notes
On March 8, 2021, Booking Holdings
Inc. (the “Company”) executed two 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 National Association, as
trustee (the “Trustee”), in connection with the sale of €950,000,000 aggregate principal amount of the Company’s
0.100% Senior Notes due 2025 (the “2025 Notes”) and €750,000,000 aggregate principal amount of the Company’s
0.500% Senior Notes due 2028 (the “2028 Notes” and, together with the 2025 Notes, the “Senior Notes”).
The 2025 Notes will mature on March 8, 2025, unless earlier redeemed or repurchased, and the 2028 Notes will mature on March 8,
2028, 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 8,
2021 (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 National Association to act as transfer agent and registrar
for the Senior Notes.
The Company will pay interest on the 2025
Notes at an annual rate of 0.100% payable on March 8 of each year, beginning on March 8, 2022, and will pay interest
on the 2028 Notes at an annual rate of 0.500% payable on March 8 of each year, beginning on March 8, 2022.
Prior to February 8, 2025, the date
that is one month prior to the maturity date of the 2025 Notes (the “2025 Notes Par Call Date”), the Company may redeem
some or all of the 2025 Notes at a redemption price equal to the greater of the following amounts plus, in each case, accrued and
unpaid interest thereon, if any, to, but excluding, the redemption date: (1) 100% of the aggregate principal amount of the
2025 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest
on the 2025 Notes to be redeemed that would be due if such 2025 Notes matured on the 2025 Notes Par Call Date, not including any
portion of the payments of interest accrued to the date of redemption, discounted to such redemption date on an annual basis at
the Comparable Government Bond Rate (as defined in the Officers’ Certificate relating to the 2025 Notes), plus 15 basis points.
The Company may also redeem some or all of the 2025 Notes on or after the 2025 Notes Par Call Date at 100% of the principal amount
of the 2025 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company may
redeem the 2025 Notes in whole but not in part, at any time at the Company’s option, in the event of certain developments
affecting U.S. taxation.
Prior to December 8, 2027, the date
that is three months prior to the maturity date of the 2028 Notes (the “2028 Notes Par Call Date”), the Company may
redeem some or all of the 2028 Notes at a redemption price equal to the greater of the following amounts plus, in each case, accrued
and unpaid interest thereon, if any, to, but excluding, the redemption date: (1) 100% of the aggregate principal amount of
the 2028 Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest
on the 2028 Notes to be redeemed that would be due if such 2028 Notes matured on the 2028 Notes Par Call Date, not including any
portion of the payments of interest accrued to the date of redemption, discounted to such redemption date on an annual basis at
the Comparable Government Bond Rate (as defined in the Officers’ Certificate relating to the 2028 Notes), plus 20 basis points.
The Company may also redeem some or all of the 2028 Notes on or after the 2028 Notes Par Call Date at 100% of the principal amount
of the 2028 Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, the Company may
redeem the 2028 Notes in whole but not in part, at any time at the Company’s option, in the event of certain developments
affecting U.S. taxation.
The Indenture contains customary events
of default with respect to the Senior Notes, including failure to make required payments, failure to comply with certain agreements
or covenants, acceleration of certain other indebtedness and certain events of bankruptcy and insolvency. Events of default under
the Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts
due under the Senior Notes. If any other event of default under the Indenture occurs and is continuing with respect to a series
of Senior Notes, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Senior Notes
of such series may declare the acceleration of the amounts due under the Senior Notes of such series.
The foregoing description of the Senior
Notes is qualified in its entirety by reference to the full text of the Base Indenture, which was previously filed as Exhibit 4.1 to the Company’s shelf registration statement on Form S-3 (Registration File No. 333-242118) (the “Registration
Statement”), the Form of 2025 Note, which is filed as Exhibit 4.1 hereto, the Form of 2028 Note, which is
filed as Exhibit 4.2 hereto, the Officers’ Certificate relating to the 2025 Notes, which is filed as Exhibit 4.3
hereto, the Officers’ Certificate relating to the 2028 Notes, which is filed as Exhibit 4.4 hereto and the Agency Agreement,
which is filed as Exhibit 4.5 hereto, each of which is incorporated herein by reference.