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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 11, 2020

 

PAYPAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

001-36859

 

47-2989869

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2211 North First Street

San Jose, California 95131

(Address of principal executive offices, Zip code)

(408) 967-1000

(Registrant’s telephone number, including area code)

(Not Applicable)

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

 

Trading

Symbol(s)

 

Name of each exchange

on which registered:

Common Stock, par value $0.0001 per share

 

PYPL

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On May 11, 2020, PayPal Holdings, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as the representatives of the underwriters named on Schedule 1 thereto, with respect to the Company’s issuance and sale of $4.0 billion aggregate principal amount of senior notes, consisting of $1.0 billion aggregate principal amount of 1.350% notes due 2023, $1.0 billion aggregate principal amount of 1.650% notes due 2025, $1.0 billion aggregate principal amount of 2.300% notes due 2030 and $1.0 billion aggregate principal amount of 3.250% notes due 2050. The offering is expected to close on May 18, 2020, subject to customary closing conditions.

The above description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, attached as Exhibit 1.1 hereto, and incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
    No.    

   

Description

         
 

1.1

   

Underwriting Agreement, dated as of May 11, 2020, by and among the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as the representatives of the underwriters named on Schedule 1 thereto.


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.

 

 

 

PayPal Holdings, Inc.

 

 

 

(Registrant)

             

Date: May 12, 2020

 

 

 

/s/ Brian Y. Yamasaki

 

 

Name:

 

Brian Y. Yamasaki

 

 

Title:

 

Vice President, Corporate Legal and Secretary

[Signature Page to Pricing Form 8-K]