Booking Holdings (NASDAQ: BKNG) issues $750M 5.375% 2036 senior notes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Booking Holdings Inc. disclosed that it has issued and sold $750,000,000 aggregate principal amount of 5.375% Senior Notes due 2036 under its existing shelf registration. The notes are senior unsecured obligations ranking equally with the company’s other senior unsecured debt.
The notes mature on May 7, 2036, and pay interest semi-annually at 5.375% on May 7 and November 7, starting November 7, 2026. Before the February 7, 2036 par call date, Booking may redeem the notes at the greater of par or a Treasury-rate based make-whole amount plus 15 basis points; on or after that date, it may redeem them at par plus accrued interest.
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Insights
Booking adds $750M of fixed-rate 2036 senior debt at 5.375%.
Booking Holdings completed a registered offering of $750,000,000 in 5.375% Senior Notes due 2036. These notes are senior unsecured obligations, ranking equally with the company’s other senior unsecured debt, and carry semi-annual interest payments beginning on November 7, 2026.
The structure includes a make-whole call before the Par Call Date of February 7, 2036, using a Treasury Rate plus 15 basis points, and a par call thereafter. This is a standard investment-grade format that gives the company flexibility to refinance if conditions are favorable closer to maturity.
The filing also describes customary events of default and acceleration rights, including automatic acceleration upon certain bankruptcy or insolvency events and the ability of holders of at least 25% of a series to accelerate upon other specified defaults. Future filings may provide more detail on how this additional debt interacts with overall leverage and liquidity metrics.
8-K Event Classification
4 items: 1.01, 2.03, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Senior notes principal: $750,000,000
Coupon rate: 5.375% per year
Maturity date: May 7, 2036
+4 more
7 metrics
Senior notes principal
$750,000,000
Aggregate principal amount of 5.375% Senior Notes due 2036
Coupon rate
5.375% per year
Interest rate on Senior Notes due 2036
Maturity date
May 7, 2036
Final maturity of 5.375% Senior Notes
First interest payment
November 7, 2026
First semi-annual interest date on the notes
Interest payment dates
May 7 and November 7
Semi-annual interest schedule each year
Par Call Date
February 7, 2036
Date three months before maturity for par redemption
Make-whole spread
15 basis points
Spread over Treasury Rate in make-whole call formula
Key Terms
Indenture, Officers’ Certificate, Treasury Rate, Par Call Date, +2 more
6 terms
Indenture financial
"the Indenture dated August 8, 2017 (the “Base Indenture” and, together with the Officers’ Certificate, the “Indenture”)"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Officers’ Certificate financial
"executed an Officers’ Certificate (the “Officers’ Certificate”), in accordance with Sections 2.02 and 10.04"
Treasury Rate financial
"discounted to such redemption date on a semi-annual basis at the Treasury Rate (as defined in the Officers’ Certificate), plus 15 basis points"
The treasury rate is the interest yield governments pay when they borrow by issuing debt securities; it represents the baseline cost of money set by a sovereign issuer. Investors use it as a benchmark because it helps value other investments, sets borrowing costs across the economy, and signals confidence in public finances—think of it as the financial equivalent of a ruler or reference price that many other rates and valuations are measured against.
Par Call Date financial
"Prior to February 7, 2036, the date that is three months prior to the maturity date of the Senior Notes (the “Par Call Date”)"
The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.
events of default financial
"The Indenture contains customary events of default with respect to the Senior Notes, including failure to make required payments"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
registered public offering financial
"the Company agreed to issue and sell to the Underwriters $750,000,000 aggregate principal amount of Senior Notes in a registered public offering"
A registered public offering is when a company files required documents with regulators to sell new shares or bonds to the general public, providing standardized financial and business information for transparency. For investors, it matters because it creates an opportunity to buy newly issued securities while often increasing market liquidity, but it can also dilute existing ownership and affect share price as supply and company funding needs change—think of a bakery baking extra loaves that can satisfy more customers but slightly reduces each owner's slice of the original batch.
FAQ
What type of debt did Booking Holdings (BKNG) issue in May 2026?
Booking Holdings issued $750,000,000 of 5.375% Senior Notes due 2036. These are senior unsecured obligations that rank equally with the company’s other senior unsecured debt and were sold in a registered public offering under its existing shelf registration.
What is the interest rate and payment schedule on BKNG’s new 2036 senior notes?
The new senior notes carry a fixed 5.375% annual coupon. Interest is paid semi-annually on May 7 and November 7 each year, starting on November 7, 2026, providing predictable cash interest obligations for Booking Holdings over the life of the notes.
When do Booking Holdings’ 5.375% Senior Notes due 2036 mature and when can they be called?
The notes mature on May 7, 2036. Before February 7, 2036, Booking may redeem them at the greater of par or a Treasury Rate-based make-whole amount plus 15 basis points; on or after that date, it may redeem at 100% of principal plus accrued interest.
How do the new 2036 senior notes rank versus other Booking Holdings (BKNG) debt?
The 5.375% Senior Notes due 2036 are general senior unsecured obligations of Booking Holdings. They rank equally in right of payment with the company’s other senior unsecured indebtedness, and are structurally subordinated to liabilities of the company’s subsidiaries.
What events of default apply to Booking Holdings’ new 5.375% senior notes?
The Indenture includes customary events of default, such as failure to pay principal or interest, certain covenant breaches, acceleration of specified other debt, and bankruptcy or insolvency events. Certain bankruptcy or insolvency events trigger automatic acceleration of amounts due under the notes.
Who underwrote Booking Holdings’ $750 million senior notes offering?
The offering was made under an Underwriting Agreement dated May 5, 2026, with Citigroup Global Markets, Deutsche Bank Securities, Goldman Sachs & Co. and J.P. Morgan Securities as representatives of the several underwriters, who purchased the notes in a registered public offering.
Filing Exhibits & Attachments
8 documentsOther Documents
- EX-1.1 EXHIBIT 1.1 180.9 KB
- EX-4.1 EXHIBIT 4.1 45.1 KB
- EX-4.2 EXHIBIT 4.2 44.7 KB
- EX-5.1 EXHIBIT 5.1 9.1 KB
- EX-101 XBRL TAXONOMY EXTENSION SCHEMA 7.6 KB
- EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 33.3 KB
- EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 46.8 KB
- EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 31.7 KB