|
Delaware
(State or other jurisdiction of incorporation or organization) |
| |
06-1528493
(I.R.S. Employer Identification Number) |
|
| Large accelerated filer ☒ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | | | Smaller reporting company ☐ | |
| | | | Emerging growth company ☐ | |
CALCULATION OF REGISTRATION FEE
|
| ||||||||||||||||
Title of Each Class of
Securities to be Registered |
| | |
Amount to be Registered(1)
|
| | |
Proposed Maximum Aggregate
Offering Price Per Unit(1) |
| | |
Proposed Maximum Aggregate
Offering Price(1) |
| | |
Amount of
Registration Fee(1) |
|
Common Stock
|
| | | | | | | | | | | | | | | | |
Debt Securities
|
| | | | | | | | | | | | | | | | |
Preferred Stock
|
| | | | | | | | | | | | | | | | |
Warrants
|
| | | | | | | | | | | | | | | | |
Depositary Shares
|
| | | | | | | | | | | | | | | | |
Units
|
| | | | | | | | | | | | | | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 3 | | | |
| | | | | 4 | | | |
| | | | | 6 | | | |
| | | | | 7 | | | |
| | | | | 8 | | | |
| | | | | 17 | | | |
| | | | | 18 | | | |
| | | | | 19 | | | |
| | | | | 20 | | | |
| | | | | 21 | | | |
| | | | | 23 | | | |
| | | | | 23 | | | |
| | | | | 24 | | |
| | |
Amount
|
| |||
SEC Registration Fee
|
| | | $ | * | | |
Printing Expenses
|
| | | | ** | | |
Legal Fees and Expenses
|
| | | | ** | | |
Rating Agency Fees
|
| | | | ** | | |
Accounting Fees and Expenses
|
| | | | ** | | |
Transfer Agent and Registrar Fees
|
| | | | ** | | |
Trustee Fees
|
| | | | ** | | |
Miscellaneous
|
| | | | ** | | |
Total
|
| | | $ | ** | | |
| | | | | | |
Incorporated by Reference
|
| ||||||||||||
|
Exhibit
Number |
| |
Exhibit Description
|
| |
Form
|
| |
File No.
|
| |
Date of
First Filing |
| |
Exhibit
Number |
| |
Filed
Herewith |
|
|
1.1
|
| | Form of Equity Securities Underwriting Agreement* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
1.2
|
| | Form of Debt Securities Underwriting Agreement* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
1.3
|
| | Form of Preferred Shares and Depositary Shares Underwriting Agreement* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | Restated Certificate of Incorporation of Booking Holdings Inc. | | | | | | | | | | | | ||||||
| | | Amended and Restated By-laws of Booking Holdings Inc. | | | | | | | | | | | | ||||||
| | |
Indenture, dated August 8, 2017
(the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee |
| | | | | | | | | | | ||||||
|
4.2
|
| | Form of Debt Security* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
4.3
|
| | Form of Warrant* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
4.4
|
| | Form of Warrant Agreement* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
4.5
|
| |
Form of Certificate of Designation*
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
4.6
|
| | Form of Deposit Agreement* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
|
4.7
|
| | Form of Depositary Receipt* | | |
—
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | | Opinion of Cravath, Swaine & Moore LLP | | | | | | | | | | | | ||||||
| | | Consent of Cravath, Swaine & Moore LLP (included in Exhibit 5.1) | | | | | | | | | | | | ||||||
| | | Consent of Independent Registered Public Accounting Firm | | | | | | | | | | | | ||||||
| | | Power of Attorney (included on the signature page to this registration statement) | | | | | | | | | | | | ||||||
| | | Statement of Eligibility of Trustee for the Debt Securities. | | | | | | | | | | | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Robert J. Mylod, Jr.
Robert J. Mylod, Jr.
|
| |
Director, Chairman of the Board
|
| |
August 7, 2020
|
|
|
/s/ Glenn D. Fogel
Glenn D. Fogel
|
| |
Director, Chief Executive Officer and President (Principal Executive Officer)
|
| |
August 7, 2020
|
|
|
/s/ David I. Goulden
David I. Goulden
|
| |
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
|
| |
August 7, 2020
|
|
|
/s/ Susana D’Emic
Susana D’Emic
|
| |
Chief Accounting Officer and Controller (Principal Accounting Officer)
|
| |
August 7, 2020
|
|
|
/s/ Timothy M. Armstrong
Timothy M. Armstrong
|
| |
Director
|
| |
August 7, 2020
|
|
|
/s/ Jeffery H. Boyd
Jeffery H. Boyd
|
| |
Director
|
| |
August 7, 2020
|
|
|
/s/ Mirian M. Graddick-Weir
Mirian M. Graddick-Weir
|
| |
Director
|
| |
August 7, 2020
|
|
|
/s/ Wei Hopeman
Wei Hopeman
|
| |
Director
|
| |
August 7, 2020
|
|
|
/s/ Charles H. Noski
Charles H. Noski
|
| |
Director
|
| |
August 7, 2020
|
|
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Nicholas J. Read
Nicholas J. Read
|
| |
Director
|
| |
August 7, 2020
|
|
|
/s/ Thomas E. Rothman
Thomas E. Rothman
|
| |
Director
|
| |
August 7, 2020
|
|
|
/s/ Bob van Dijk
Bob van Dijk
|
| |
Director
|
| |
August 7, 2020
|
|
|
/s/ Lynn M. Vojvodich
Lynn M. Vojvodich
|
| |
Director
|
| |
August 7, 2020
|
|
|
/s/ Vanessa A. Wittman
Vanessa A. Wittman
|
| |
Director
|
| |
August 7, 2020
|
|