Bond Holdings Booking 4.5% ( US09857LAQ14 ) in USD

Holdings Booking

100 % ▼

United States

US09857LAQ14 ( in USD )

4.5% per year ( payment 2 times a year)

12/04/2027

Prospectus brochure of the bond Booking Holdings US09857LAQ14 en USD 4.5%, maturity 12/04/2027

09857LAQ1

13/10/2025 ( In 99 days )

Booking Holdings Inc. is a leading online travel agency (OTA) that operates several prominent brands, including Booking.com, Kayak, Priceline, Agoda, Rentalcars.com, and OpenTable, offering a wide range of travel-related services such as hotel reservations, flight tickets, car rentals, vacation packages, and restaurant reservations.

The Bond issued by Holdings Booking ( United States ) , in USD, with the ISIN code US09857LAQ14, pays a coupon of 4.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 12/04/2027

424B5 1 a2241283z424b5.htm 424B5
Use these links to rapidly review the document
TABLE OF CONTENTS Prospectus Supplement
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)5
Registration Statement No. 333-219800
CALCULATION OF REGISTRATION FEE

Maximum Offering
Title of Each Class of Securities
Amount to be
Price Per
Maximum Aggregate
Amount of
to be Registered

Registered

Unit

Offering Price

Registration Fee(1)

4.100% Senior Notes due
2025

$1,000,000,000
99.982%

$999,820,000

$129,776,64

4.500% Senior Notes due
2027

$750,000,000

99.780%

$748,350,000

$97,135.83

4.625% Senior Notes due
2030

$1,500,000,000
99.834%

$1,497,510,000
$194,376.80

Total

$3,250,000,000
--

$3,245,680,000
$421,289.26

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Table of Contents
Prospectus Supplement
(To Prospectus dated August 8, 2017)
$3,250,000,000
Booking Holdings Inc.
$1,000,000,000 4.100% Senior Notes due 2025
$750,000,000 4.500% Senior Notes due 2027
$1,500,000,000 4.625% Senior Notes due 2030
We are offering $1,000,000,000 aggregate principal amount of our 4.100% senior notes due 2025 (the "2025 notes"), $750,000,000 aggregate
principal amount of our 4.500% senior notes due 2027 (the "2027 notes") and $1,500,000,000 aggregate principal amount of our 4.625% senior notes
due 2030 (the "2030 notes" and, together with the 2025 notes and the 2027 notes, the "notes"). The 2025 notes will bear interest at a rate of 4.100% per
annum, payable semi-annually in arrears on April 13 and October 13 of each year, beginning October 13, 2020, and will mature on April 13, 2025. The
2027 notes will bear interest at a rate of 4.500% per annum, payable semi-annually in arrears on April 13 and October 13 of each year, beginning
October 13, 2020, and will mature on April 13, 2027. The 2030 notes will bear interest at a rate of 4.625% per annum, payable semi-annually in arrears
on April 13 and October 13 of each year, beginning October 13, 2020, and will mature on April 13, 2030.
At our option, we may redeem some or all of the notes of the applicable series prior to the applicable Par Call Date at a redemption price equal to
100% of their principal amount plus accrued and unpaid interest, if any, plus a specified "make-whole" premium described under "Description of Notes
--Optional Redemption." We may also redeem some or all of the notes of the applicable series on or after the applicable Par Call Date at 100% of the
principal amount of the notes of the applicable series, plus accrued and unpaid interest, if any. See "Description of Notes--Optional Redemption." The
notes will be our senior unsecured obligations and will rank senior in right of payment to any future indebtedness that is expressly subordinated in right
of payment to the notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; effectively
https://www.sec.gov/Archives/edgar/data/1075531/000104746920002219/a2241283z424b5.htm[4/9/2020 4:29:44 PM]

subordinated to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all
existing and future indebtedness and other liabilities and commitments (including trade payables) of our subsidiaries. See "Description of Notes--
Ranking." Each series of the notes is a new issue of securities with no established trading market. We do not intend to apply to list the notes on any
securities exchange.
Investing in the notes involves risk. See "Risk Factors" beginning on page S-7 of this prospectus supplement.

Proceeds
Public
Underwriting
Before Expenses

OfferingPrice(1)

Discount

to the Issuer(1)

Per 2025 Note

99.982%

0.350%

99.632%

Per 2027 Note

99.780%

0.400%

99.380%

Per 2030 Note

99.834%

0.450%

99.384%

Total

$3,245,680,000
$13,250,000

$3,232,430,000

(1)
Plus accrued interest, if any, from April 13, 2020.
Neither the United States Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
Delivery of the notes is expected to be made in book-entry form through the facilities of The Depository Trust Company ("DTC") and its
participants, including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"), against payment therefor on
or about April 13, 2020.
Joint Book-Running Managers
BofA Securities
Deutsche Bank Securities
Goldman Sachs & Co. LLC
J.P. Morgan

BNP PARIBAS
Citigroup
TD Securities
US Bancorp
Wells Fargo Securities
Co-Managers
HSBC

ICBC Standard Bank
Mizuho Securities
Standard Chartered Bank
Prospectus Supplement dated April 8, 2020
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement
ABOUT THIS PROSPECTUS SUPPLEMENT

S-ii
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY

S-1
RISK FACTORS

S-7
USE OF PROCEEDS
S-12
CAPITALIZATION
S-13
DESCRIPTION OF NOTES
S-15
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-32
UNDERWRITING
S-37
VALIDITY OF THE NOTES
S-42
EXPERTS
S-42
WHERE YOU CAN FIND MORE INFORMATION
S-42
https://www.sec.gov/Archives/edgar/data/1075531/000104746920002219/a2241283z424b5.htm[4/9/2020 4:29:44 PM]

Prospectus
ABOUT THIS PROSPECTUS

1
THE PRICELINE GROUP INC.

2
RISK FACTORS

2
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

2
USE OF PROCEEDS

3
RATIO OF EARNINGS TO FIXED CHARGES

4
DESCRIPTION OF COMMON STOCK

4
DESCRIPTION OF DEBT SECURITIES

4
DESCRIPTION OF PREFERRED STOCK

15
DESCRIPTION OF WARRANTS

15
DESCRIPTION OF DEPOSITARY SHARES

16
DESCRIPTION OF UNITS

17
PLAN OF DISTRIBUTION

17
LEGAL MATTERS

19
EXPERTS

19
WHERE YOU CAN FIND MORE INFORMATION

20
The notes are being offered for sale only in jurisdictions where it is lawful to make such offers. The distribution of this prospectus supplement and
the accompanying prospectus and the offering of the notes in certain jurisdictions may be restricted by law. Persons outside the United States who
receive this prospectus supplement and the accompanying prospectus should inform themselves about and observe any such restrictions. This prospectus
supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not authorized or in which the
person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. See
"Underwriting--Sales Outside the United States."
S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and certain other
matters. The second part, the accompanying prospectus, provides more general information about us and our debt securities and capital stock. To the
extent information in this prospectus supplement conflicts with information in the accompanying prospectus, you should rely on the information in this
prospectus supplement.
We are only responsible for the information contained in or incorporated by reference in this prospectus supplement and the accompanying
prospectus or any free writing prospectus prepared by us or on our behalf. We have not, and the underwriters have not, authorized anyone to provide you
with additional or different information. We are not, and the underwriters are not, making an offer to sell these notes in any jurisdiction where the offer
is not permitted. You should assume that the information contained in this prospectus supplement or the accompanying prospectus is accurate only as of
the date on the front cover of this prospectus supplement and that any information we have incorporated by reference is accurate only as of the date of
the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since these dates.
Unless we otherwise specify, when used in this prospectus supplement, the terms "Booking," "Booking Holdings Inc.," "we," "our," the
"Company" and "us" refer to Booking Holdings Inc., a Delaware corporation, and its subsidiaries on a consolidated basis.
S-ii
Table of Contents
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
The statements contained in, or incorporated by reference in, this prospectus supplement and the accompanying prospectus contain forward-looking
statements within the meaning of the U.S. federal securities laws. These forward-looking statements reflect the views of our management regarding
current expectations and projections about future events and conditions and are based on currently available information and current foreign currency
exchange rates. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that
are difficult to predict, including the Risk Factors identified on page S-7 of this prospectus supplement and in the documents incorporated or deemed
https://www.sec.gov/Archives/edgar/data/1075531/000104746920002219/a2241283z424b5.htm[4/9/2020 4:29:44 PM]

incorporated herein by reference. Therefore, actual results could differ materially from those expressed, implied or forecast in any such forward-looking
statements.
Expressions of future goals and expectations and similar expressions, including "may," "will," "should," "could," "aims," "seeks," "expects,"
"plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets" and "continue," reflecting something other than historical fact
are intended to identify forward-looking statements. Our actual results could differ materially from those described in the forward-looking statements
for various reasons including the risks we face, which are more fully described under "Risk Factors" in this prospectus supplement and under the caption
"Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2019, as updated by annual, quarterly and other reports
and documents we file with the SEC and that are incorporated by reference in this prospectus supplement and the accompanying prospectus. The
following factors, among others, could cause our actual results to differ materially from those described in the forward-looking statements:
·
the severity, extent and duration of the global COVID-19 pandemic and its impact on our business and results of operations, financial
condition and credit ratings, as well as on the travel and restaurant industries and consumer spending more broadly, the actions taken to
contain the disease or treat its impact, the effect of remote working arrangements on our operations and the speed and extent of the
recovery across the broader travel ecosystem;
·
adverse changes in general market conditions for travel services, including the effects of macroeconomic conditions, terrorist attacks,
natural disasters, health concerns, civil or political unrest or other events outside our control;
·
the effects of competition;
·
fluctuations in foreign currency exchange rates and other risks associated with doing business in multiple currencies;
·
our ability to successfully manage our growth and expand our global business;
·
our performance marketing efficiency and the general effectiveness of our marketing efforts;
·
our ability to respond to and keep up with the rapid pace of technological and market changes;
·
IT systems-related failures, data privacy risks and obligations, and/or security breaches;
·
any change by our search and meta-search partners in how they present travel search results or conduct their auctions for search
placement in a manner that is competitively disadvantageous to us;
·
any write-downs or impairments of goodwill, intangible assets, long-lived assets, investments and/or increases in our provision for bad
debts or cash advances to our travel service providers and restaurant partners;
·
adverse changes in relationships with travel service providers and restaurants;
S-iii
Table of Contents
·
our ability to attract and retain qualified personnel; and
·
tax, legal and regulatory risks.
Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information,
future events or otherwise. You should, however, carefully review the reports and documents we file or furnish from time to time with the SEC,
particularly our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. For information about how to
obtain a copy of these reports or other documents that we file with the SEC, see "Where You Can Find More Information."
S-iv
Table of Contents
https://www.sec.gov/Archives/edgar/data/1075531/000104746920002219/a2241283z424b5.htm[4/9/2020 4:29:44 PM]

SUMMARY
This summary highlights information from this prospectus supplement and may not contain all the information that may be important to you.
Accordingly, you should read this entire prospectus supplement, the accompanying prospectus and the documents incorporated and deemed to be
incorporated by reference herein and therein, including the financial data and related notes, before making an investment decision. You may obtain a
copy of the documents incorporated by reference by following the instructions in the section entitled "Where You Can Find More Information" in this
prospectus supplement. You should pay special attention to the "Risk Factors" sections of this prospectus supplement, the accompanying prospectus and
the discussion under the caption "Risk Factors" included in our Annual Report on Form 10-K for the year ended December 31, 2019, as updated by
annual, quarterly and other reports and documents we file with the SEC and that are incorporated by reference in this prospectus supplement and the
accompanying prospectus, to determine whether an investment in the notes is appropriate for you.
Our Business
Our mission is to make it easier for everyone to experience the world. We seek to empower people to cut through travel barriers, such as money,
time, language and overwhelming options, so they can use our services to easily and confidently get where they want to go, stay where they want to
stay, dine where they want to dine, pay how they want to pay and experience what they want to experience. We operate six primary, consumer-facing
brands:
·
Booking.com--the world's leading brand for booking online accommodation reservations, based on room nights booked.
·
Rentalcars.com--a leading online worldwide rental car reservation service.
·
KAYAK--a leading online meta-search service allowing consumers to easily search and compare travel itineraries and prices, including
airline ticket, accommodation reservation and rental car reservation information.
·
Priceline--a leading hotel, rental car, airline ticket and vacation package online reservation service in North America.
·
Agoda--a leading online accommodation reservation service catering primarily to consumers in the Asia-Pacific region.
·
OpenTable--a leading provider of online restaurant reservation services to consumers and restaurant reservation management services to
restaurants.
Our business is driven primarily by international results, which consist of the results of Booking.com, agoda and Rentalcars.com and the
international businesses of KAYAK and OpenTable. This classification is independent of where the consumer resides, where the consumer is physically
located while using our services or the location of the travel service provider or restaurant. For example, a reservation made through Booking.com at a
hotel in New York by a consumer in the United States is part of our international results. During the year ended December 31, 2019, our international
business (the substantial majority of which is generated by Booking.com) represented approximately 90% of our consolidated revenues. A significant
majority of our revenues, including a significant majority of our international revenues, is earned in connection with facilitating accommodation
reservations. See the notes to our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2019,
incorporated by reference herein, for more geographic information.
We derive substantially all of our revenues from enabling consumers to make travel service reservations. We also earn revenues from credit card
processing rebates and customer processing fees,
S-1
Table of Contents
advertising services, restaurant reservations and restaurant management services, and various other services, such as travel-related insurance.
For the year ended December 31, 2019, we had revenues of $15.1 billion, which we classify as "agency" revenues, "merchant" revenues and
"advertising and other" revenues.
·
Agency revenues are derived from travel-related transactions where we do not facilitate payments from travelers for the services
provided. We invoice the travel service providers for our commissions after travel is completed. Agency revenues consist almost entirely
of travel reservation commissions.
https://www.sec.gov/Archives/edgar/data/1075531/000104746920002219/a2241283z424b5.htm[4/9/2020 4:29:44 PM]

·
Merchant revenues are derived from travel-related transactions where we facilitate payments from travelers for the service provided,
generally at the time of booking. Merchant revenues include travel reservation commissions and transaction net revenues (i.e., the
amount charged to travelers less the amount owed to travel service providers) in connection with our merchant reservation services;
credit card processing rebates and customer processing fees; and ancillary fees, including travel-related insurance revenues and certain
global distribution system ("GDS") reservation booking fees. Substantially all merchant revenues are derived from transactions where
travelers book accommodation reservations or rental car reservations.
·
Advertising and other revenues are derived primarily from (a) revenues earned by KAYAK for sending referrals to online travel
companies ("OTCs") and travel service providers and for advertising placements on its platforms and (b) revenues earned by OpenTable
for its restaurant reservation services and subscription fees for restaurant management services.
Booking Holdings Inc. was formed as a Delaware limited liability company in 1997 and was converted into a Delaware corporation named
priceline.com Incorporated in July 1998. On April 1, 2014, the Company changed its name from priceline.com Incorporated to The Priceline
Group Inc., and, on February 21, 2018, the Company changed its name to Booking Holdings Inc. Our common stock is listed on the NASDAQ Global
Select Market under the symbol "BKNG." Our principal executive offices are located at 800 Connecticut Avenue, Norwalk, Connecticut 06854.
Concurrent Private Offering
Concurrently with this offering, we are also offering, by means of a separate offering memorandum, $750,000,000 aggregate principal amount of
0.75% convertible senior notes due 2025 (the "convertible notes"), in a private offering pursuant to Rule 144A ("Rule 144A") under the Securities Act
of 1933, as amended (the "Act"), (the "Concurrent Private Offering"). We have granted the initial purchasers in the Concurrent Private Offering an
option to purchase, for settlement within a period of 13 days from, and including, the date convertible notes are first issued, up to an additional
$112,500,000 aggregate principal amount of convertible notes. The closing of this offering of the notes is not conditioned upon the closing of the
Concurrent Private Offering, and the closing of the Concurrent Private Offering is not conditioned upon the closing of this offering of the notes. No
assurance can be made that the Concurrent Private Offering will be consummated on its proposed terms or at all. The convertible notes are only being
offered pursuant to a separate confidential offering memorandum and nothing contained herein shall constitute an offer to sell or the solicitation of an
offer to buy the convertible notes.
We estimate that the net proceeds to us from the Concurrent Private Offering will be approximately $735 million (or approximately $845 million if
the initial purchasers fully exercise their option to purchase additional convertible notes), after deducting the initial purchasers' discounts and
commissions and other estimated offering expenses payable by us. We intend to use the net proceeds of the Concurrent Private Offering for general
corporate purposes, which may include repayment of debt,
S-2
Table of Contents
including the repayment, at maturity or upon conversion prior thereto, of our 0.35% Convertible Senior Notes due June 2020 and our 0.90% Convertible
Senior Notes due September 2021.
Amendment to Revolving Credit Facility
On April 7, 2020, we entered into an amendment (the "Amendment") to our $2 billion revolving credit facility pursuant to which the maximum
leverage ratio covenant, compliance with which is a condition to our ability to borrow thereunder, has been suspended through and including the fiscal
quarter ending March 31, 2021, and has been replaced with a minimum liquidity covenant based on unrestricted cash, cash equivalents, short-term
investments and unused capacity under the revolving credit facility. Prior to the payment in full of our 0.35% Convertible Senior Notes due June 2020,
the minimum liquidity requirement is $5.5 billion. Following such payment, the minimum liquidity requirement is $4.5 billion. The foregoing
description is only a summary of the Amendment and is qualified in its entirety by reference to the Amendment. For further information, see Item 1.01
of our Current Report on Form 8-K filed on April 8, 2020, which is incorporated by reference herein.
Recent Developments
Since the onset of the COVID-19 outbreak, we have taken several actions to mitigate the impact of the virus on our business. Near-term actions
include:
·
working with our customers and partners to help them navigate short-term reservation disruptions;
https://www.sec.gov/Archives/edgar/data/1075531/000104746920002219/a2241283z424b5.htm[4/9/2020 4:29:44 PM]

·
cutting non-essential business travel across our business;
·
cancelling internal company events and offsites;
·
dramatically reducing our marketing spend worldwide;
·
implementing a general hiring freeze company-wide until further notice; and
·
Booking Holdings CEO and CEOs of the brands deciding to forego salaries during the COVID-19 crisis (members of our Board of
Directors have also voluntarily declined to accept any cash retainer payments during this time).
The actions we are taking will ensure that we can continue to support our employees, customers and partners through this crisis, and will better
position us for the recovery when that time comes. See "Risk Factors--The COVID-19 outbreak has had and is expected to continue to have a material
negative impact on our business."
Although the COVID-19 pandemic is unprecedented in scope and effect, we believe that travel will rebound at some point as it did following other
events such as SARS, 9/11 and the global financial crisis of 2008-2009. We believe that we will be well positioned to emerge from the COVID-19
crisis and extend our leadership with the size of our demand platform becoming increasingly more valuable to our supply partners, our ability to take
advantage of customer acquisition opportunities when travel demand returns and our strong cash and liquidity position, which may provide
opportunistic uses of capital following the crisis.
S-3
Table of Contents

The Offering
The summary below describes the principal terms of the notes and may not contain all of the information that may be important to you. Certain of
the terms and conditions described below are subject to important limitations and exceptions. The "Description of Notes" section of this prospectus
supplement contains a more detailed description of the terms and conditions of the notes. As used in this section, "we," "our" and "us" refer only to
Booking Holdings Inc. and not to its consolidated subsidiaries.
Issuer

Booking Holdings Inc.

Securities Offered
$3,250,000,000 aggregate principal amount of notes,
consisting of:

$1,000,000,000 aggregate principal amount of 4.100%
senior notes due 2025.

$750,000,000 aggregate principal amount of 4.500%
senior notes due 2027.

$1,500,000,000 aggregate principal amount of 4.625%
senior notes due 2030.

Interest and Interest Payment Dates
Interest on the notes will be payable semi-annually in
arrears on April 13 and October 13 of each year,
commencing on October 13, 2020. The 2025 notes will
bear interest at 4.100% per annum. The 2027 notes will
bear interest at 4.500% per annum. The 2030 notes will
bear interest at 4.625% per annum. Interest will accrue
from April 13, 2020.

Maturity
The 2025 notes will mature on April 13, 2025.
https://www.sec.gov/Archives/edgar/data/1075531/000104746920002219/a2241283z424b5.htm[4/9/2020 4:29:44 PM]

The 2027 notes will mature on April 13, 2027.

The 2030 notes will mature on April 13, 2030.

Ranking
The notes will be our general senior unsecured
obligations, ranking:

· equal in right of payment with our other senior
unsecured indebtedness;

· senior in right of payment to any future indebtedness of
ours that is contractually subordinated to the notes;

· structurally subordinated to the existing and future
indebtedness and other liabilities and commitments
(including trade payables) of our subsidiaries; and

· effectively subordinated to any secured indebtedness of
ours to the extent of the value of the assets securing
such indebtedness.

As of December 31, 2019, the aggregate amount of
liabilities of our consolidated subsidiaries, excluding
intercompany liabilities, was approximately $5.5 billion.
S-4
Table of Contents
Use of Proceeds

We intend to use the net proceeds of this offering for
general corporate purposes, which may include repayment
of debt, including the repayment, at maturity or upon
conversion prior thereto, of our 0.35% Convertible Senior
Notes due June 2020 and our 0.90% Convertible Senior
Notes due September 2021. See "Use of Proceeds."

Optional Redemption
The notes of each series will be redeemable in whole or in
part by us prior to the applicable Par Call Date at a
redemption price equal to 100% of the principal amount
of the notes of the applicable series plus accrued and
unpaid interest thereon, if any, to, but excluding, the date
of redemption, plus a specified "make-whole" premium
described under "Description of Notes--Optional
Redemption."

The notes will also be redeemable in whole or in part by
us on or after the applicable Par Call Date at 100% of the
principal amount of the notes of the applicable series plus
accrued and unpaid interest thereon, if any, to, but
excluding, the date of redemption.

Further Issuances
We may, without the consent of the holders, issue
additional notes of a series under the indenture in the
future with the same terms (except for the issue date, price
to public and, if applicable, the initial interest payment
date) and with the same CUSIP number as the other notes
of such series in an unlimited aggregate principal amount;
provided that if any such additional notes are not fungible
with the other notes of such series for U.S. federal income
https://www.sec.gov/Archives/edgar/data/1075531/000104746920002219/a2241283z424b5.htm[4/9/2020 4:29:44 PM]

tax purposes, such additional notes will have a separate
CUSIP number.

Sinking Fund
The notes will not be entitled to the benefit of any sinking
fund.

Listing and Trading
Each series of the notes is a new issue of securities with
no established trading market. We do not intend to apply
to list the notes on any securities exchange.

Global Notes; Book-Entry System
The notes will be represented by one or more global
notes. The global notes will be deposited with the trustee,
as custodian for DTC.

Ownership of beneficial interests in the global notes will
be shown on, and transfers of such interests will be
effected only through, records maintained in book-entry
form by DTC and its direct and indirect participants,
including the depositaries for Clearstream or Euroclear.

The notes will be issued in minimum denominations of
$2,000 and in integral multiples of $1,000 in excess
thereof. See "Description of Notes--Global Notes, Book-
Entry Form."

Governing Law
The indenture and the notes will be governed by the laws
of the State of New York.
S-5
Table of Contents
Material United States Federal Income Tax

For a discussion of material U.S. federal income tax
Consequences
consequences of the purchase, holding and disposition of
the notes, see "Material U.S. Federal Income Tax
Considerations."

Trustee, Registrar and Paying Agent
U.S. Bank National Association.

Risk Factors
Investment in the notes involves certain risks. You should
carefully consider the information under "Risk Factors"
beginning on page S-7, and other information included or
incorporated by reference in this prospectus supplement
and the accompanying prospectus before investing in the
notes.
S-6
Table of Contents
RISK FACTORS
Investing in the notes involves risks. Before purchasing any notes, you should carefully consider the specific factors discussed below, together with
all the other information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated and deemed to be
incorporated by reference herein and therein.
Risks Related to Our Business and Industry
https://www.sec.gov/Archives/edgar/data/1075531/000104746920002219/a2241283z424b5.htm[4/9/2020 4:29:44 PM]

The risks described in this prospectus supplement are not the only risks that we face. Additional risks and uncertainties not currently known to us
or that we currently deem immaterial may also impair our business operations. Any of these risks may have a material adverse effect on our business,
financial condition, results of operations and cash flows. In such a case, you may lose all or part of your investment in the notes. For a further
discussion of the risks, uncertainties and assumptions relating to our business, please see the discussion under the caption "Risk Factors" included in
our Annual Report on Form 10-K for the year ended December 31, 2019, as updated by annual, quarterly and other reports and documents we file with
the SEC and that are incorporated by reference in this prospectus supplement and the accompanying prospectus.
The COVID-19 outbreak has had and is expected to continue to have a material negative impact on our business.
In December 2019, a novel strain of coronavirus, COVID-19, was first detected in Wuhan, China, and has since spread to other regions, including
the United States and Europe. On March 11, 2020, the World Health Organization declared that the rapidly spreading COVID-19 outbreak was a global
pandemic. In response to the pandemic, many governments around the world are implementing a variety of measures to reduce the spread of COVID-
19, including travel restrictions and bans, instructions to residents to practice social distancing, quarantine advisories, shelter-in-place orders and
required closures of non-essential businesses. These government mandates have forced many of the partners on whom our business relies, including
hotels and other accommodation providers, airlines and restaurants, to seek government support in order to continue operating, to curtail drastically
their service offerings or to cease operations entirely. Further, these measures have materially adversely affected, and may further affect, consumer
sentiment and discretionary spending patterns, economies and financial markets, and our workforce, operations and customers.
Impact on our financial results and prospects
The outbreak of COVID-19 and the resulting economic conditions and government orders have resulted in a material decrease in consumer
spending and an unprecedented decline in travel and restaurant activities and consumer demand for related services. Our financial results and prospects
are almost entirely dependent on the sale of such travel and restaurant-related services. Although it is impossible to accurately predict the ultimate
impact of these developments on our business, our expected results for the quarter ended March 31, 2020 have been significantly and negatively
impacted, with a material decline in gross travel bookings, room nights booked, total revenues, net income, cash flow from operations and Adjusted
EBITDA as compared to the corresponding period in 2019. Newly-booked room night reservations--excluding the impact of cancelations--have been
declining as the COVID-19 outbreak has spread, and in recent days have decreased by over 85% as compared to the comparable period in 2019. This
downward trend could continue and newly-booked room night reservations may be canceled.
Due to the uncertain and rapidly evolving nature of current conditions around the world, we are unable to predict accurately the impact that
COVID-19 will have on our business going forward. We currently expect, however, that the COVID-19 outbreak will impact our financial performance
for the
S-7
Table of Contents
quarter ended June 30, 2020, much more significantly than it impacted the quarter ended March 31, 2020, primarily because an increasing number of
markets and locations will have been subject to the governmental measures and economic disruptions noted above during the entirety of the second
quarter (as compared to the first quarter, when the effects of the outbreak were largely limited to China and certain other Asian markets during January
2020 and much of February 2020). With the spread of COVID-19 to Europe, the United States and other regions, we expect the outbreak and its effects
to continue to have a significant adverse impact on our business for the duration of the pandemic and during the subsequent economic recovery, which
could be an extensive period of time.
Impact on liquidity, our credit ratings and ongoing access to capital
Prior to giving effect to this offering, the Concurrent Private Placement or any other external financing, and without accessing our revolving credit
facility, we believe that: (a) if our current business volumes persist indefinitely, our current liquidity will be sufficient to meet the operational and other
needs of our business through at least the end of 2021, and (b) if our business volumes continue to decline, our current liquidity will be sufficient to
meet the operational and other needs of our business until the second half of 2021. We cannot, however, assure you that this will be the case. Our
continued access to sources of liquidity depends on multiple factors, including global economic conditions, the condition of global financial markets,
the availability of sufficient amounts of financing, our operating performance and our credit ratings. On March 24, 2020, Moody's Investors Service
affirmed our A3 senior unsecured debt rating, but changed the outlook to negative from stable. If our credit ratings were to be downgraded, or financing
sources were to ascribe higher risk to our rating levels, our industry or us, our access to capital and the cost of any financing would be negatively
impacted. We currently have $2.0 billion available under our revolving credit facility, which provides an additional source of liquidity, but our ability to
access the revolving credit facility depends on satisfaction of, among other things, a financial test, which we may not be able to satisfy if the
deterioration of our business continues. See "Summary--Amendment to Revolving Credit Facility." There is no guarantee that additional debt financing
will be available in the future to fund our obligations, or that it will be available on commercially reasonable terms, in which case we may need to seek
other sources of funding. In addition, the terms of future debt agreements could include more restrictive covenants, which could restrict our business
operations.
Potential impairments of goodwill, long-term investments and long-lived assets; increasing provisions for bad debt and for cash advances to our
travel service provider and restaurant partners; and increases in cash outlays to refund consumers for prepaid reservations
https://www.sec.gov/Archives/edgar/data/1075531/000104746920002219/a2241283z424b5.htm[4/9/2020 4:29:44 PM]

Document Outline

#1">
- #1">