PayPal Holdings plans to price fixed-rate notes in four tranches

By Marisa Wong

Los Angeles, May 16 – PayPal Holdings, Inc. is offering fixed-rate notes (A3//A-) in four parts, according to a 424B2 filing with the Securities and Exchange Commission.

Each series will feature a make-whole call followed by a par call.

The company will also be required to offer to repurchase each series of notes at 101 upon the occurrence of both a change of control and a downgrade of the notes below investment grade.

BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are the joint bookrunners.

Computershare Trust Co., NA is the trustee.

Skadden, Arps, Slate, Meagher & Flom LLP will act as counsel to the issuer, and Davis Polk & Wardwell LLP will act as counsel to the underwriters.

Proceeds will be used to fund tender offers for the company’s $1 billion outstanding 2.2% notes due 2022 and $1 billion outstanding 1.35% notes due 2023. Remaining proceeds will be used for general corporate purposes, which may include funding the redemption of any remaining 2022 and 2032 notes not tendered under the tender offers, as well as other outstanding debt, share repurchases, ongoing operations, capital expenditures and possible acquisitions of businesses or assets or strategic investments.

The technology platform and digital payments company is based in San Jose, Calif.

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