PayPal Announces Pricing of Senior Notes Offering

SAN JOSE, Calif., May 16, 2022 /PRNewswire/ -- PayPal Holdings, Inc. (PYPL) announced today that it has priced its offering of $3.0 billion aggregate principal amount of senior notes, consisting of $500 million aggregate principal amount of 3.900% notes due 2027, $1 billion aggregate principal amount of 4.400% notes due 2032, $1 billion aggregate principal amount of 5.050% notes due 2052 and $500 million aggregate principal amount of 5.250% notes due 2062. The offering is expected to close May 23, 2022, subject to customary closing conditions.

PayPal (PYPL) estimates that the proceeds from the offering will be approximately $2.99 billion, before deducting offering expenses. PayPal (PYPL) intends to use a portion of the proceeds from the offering to fund the purchase for cash of any and all of the Company's outstanding 2.200% Notes due 2022 and 1.350% Notes due 2023 pursuant to the tender offer that commenced on May 16, 2022 and for the payment of related and unpaid interest, premiums, fees and expenses. PayPal (PYPL) intends to use the remainder for general corporate purposes, which may include funding the repayment or redemption of any 2022 Notes and 2023 Notes that are not validly tendered and accepted for payment in the tender offer, as well as other outstanding debt, share repurchases, ongoing operations, capital expenditures and possible acquisitions of businesses or assets or strategic investments.

BofA Securities, Goldman Sachs & Co. LLC and Morgan Stanley are acting as joint book-running managers of the offering.

This offering is being made under an automatic effective shelf registration statement on Form S-3 filed by PayPal (PYPL) with the Securities and Exchange Commission (the "SEC") and only by means of a prospectus supplement and accompanying prospectus. Before you invest, you should read the prospectus supplement and accompanying prospectus, as well as other documents PayPal (PYPL) has filed or will file with the SEC for more complete information about PayPal (PYPL) and this offering. These documents may be obtained for free by searching the SEC online database (EDGAR) on the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus, and, when available, the final prospectus supplement for the offering may be obtained by contacting: BofA Securities, Inc. at NC1-004-03-43 200 North College Street, 3rd floor Charlotte NC 28255-0001 Attention: Prospectus Department, e-mail: dg.prospectus_requests@bofa.com, telephone: 1-800-294-1322; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316, e-mail: prospectus-ny@ny.email.gs.com; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, telephone: 1-866-718-1649.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PayPal (PYPL) has remained at the forefront of the digital payment revolution for more than 20 years. By leveraging technology to make financial services and commerce more convenient, affordable, and secure, the PayPal (PYPL) platform is empowering 429 million consumers and merchants in more than 200 markets to join and thrive in the global economy.

This press release contains "forward-looking" statements within the meaning of applicable securities laws, including statements related to the anticipated terms of the offering, the anticipated closing of the offering, the expected use of proceeds of the notes and other statements that are not historical fact. These forward-looking statements can be identified by words such as "may," "will," "would," "should," "could," "expect," "anticipate," "believe," "estimate," "intend," "strategy," "future," "opportunity," "plan," "project," "forecast" and other similar expressions. Forward-looking statements are based upon various estimates and assumptions, as well as information known to PayPal (PYPL) as of the date of this press release, and are inherently subject to numerous risks and uncertainties. Accordingly, actual results could differ materially from those predicted or implied by forward-looking statements.  For the reasons discussed above, you should not place undue reliance on the forward-looking statements in this press release. PayPal (PYPL) assumes no obligation to update such forward-looking statements, except as required by law.

Investor Relations Contacts
Gabrielle Rabinovitch
grabinovitch@paypal.com

Ryan Wallace
ryanwallace@paypal.com

Media Relations Contacts
Josh Criscoe
jcriscoe@paypal.com 

Taylor Watson
taywatson@paypal.com

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SOURCE PayPal Holdings, Inc. (PYPL)