New Issue: PayPal Holdings prices $3 billion four-part offering of notes

By Wendy Van Sickle

Columbus, Ohio, May 16 – PayPal Holdings Inc. priced $3 billion of notes (A3/A-/A-) in four tranches on Monday, according to an FWP filing with the Securities and Exchange Commission.

A $500 million tranche of 3.9% five-year notes priced at 99.873 to yield 3.928%, or a spread of 110 basis points over Treasuries.

PayPal priced $1 billion of 4.4% 10-year notes at 99.654 to yield 4.443%, or a spread of 155 bps over Treasuries.

A $1 billion tranche of 5.05% 30-year notes priced at 99.677 to yield 5.071%. The notes priced with a 195 bps spread.

PayPal sold $500 million of 5.25% 40-year notes at 99.65 to yield 5.271% and a 215 bps over Treasuries spread.

BofA Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, MUFG and Wells Fargo Securities, LLC were the bookrunners.

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.

PayPal is a San Jose, Calif.-based online payments system operator.

Issuer:	PayPal Holdings Inc.
Amount:	$3 billion
Issue:	Notes
Bookrunners:	BofA Securities, Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, MUFG and Wells Fargo Securities, LLC
Co-managers:	Barclays, BNP Paribas Securities Corp., HSBC Securities (USA) Inc., Mizuho Securities USA LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Academy Securities, Inc., Independence Point Securities LLC, nabSecurities, LLC, R. Seelaus & Co., LLC, RBC Capital Markets, LLC, Samuel A. Ramirez & Co., Inc., Siebert Williams Shank & Co., LLC, SMBC Nikko Securities America, Inc. and Standard Chartered Bank
Trustee:	Computershare Trust Co., NA
Counsel to issuer:	Skadden, Arps, Slate, Meagher & Flom LLP
Counsel to underwriters:	Davis Polk & Wardwell LLP
Trade date:	May 16
Settlement date:	May 23
Ratings:	Moody’s: A3
	S&P: A-
	Fitch: A-
Distribution:	SEC registered
Five-year notes
Amount:	$500 million
Maturity:	June 1, 2027
Coupon:	3.9%
Price:	99.873
Yield:	3.928%
Spread:	Treasuries plus 110 bps
Call feature:	Make-whole call at Treasuries plus 20 bps before May 1, 2027, then at par
Cusip:	70450YAK9
10-year notes
Amount:	$1 billion
Maturity:	June 1, 2032
Coupon:	4.4%
Price:	99.654
Yield:	4.443%
Spread:	Treasuries plus 155 bps
Call feature:	Make-whole call at Treasuries plus 25 bps before March 1, 2032; par thereafter
Cusip:	70450YAL7
30-year notes
Amount:	$1 billion
Maturity:	June 1, 2052
Coupon:	5.05%
Price:	99.677
Yield:	5.071%
Spread:	Treasuries plus 195 bps
Call feature:	Make-whole call at Treasuries plus 30 bps before Dec. 1, 2051; par thereafter
Cusip:	70450YAM5
40-year notes
Amount:	$500 million
Maturity:	June 1, 2062
Coupon:	5.25%
Price:	99.65
Yield:	5.271%
Spread:	Treasuries plus 215 bps
Call feature:	Make-whole call at Treasuries plus 35 bps before Dec. 1, 2031; par thereafter
Cusip:	70450YAN3

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