Document


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 19, 2018

Booking Holdings Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
1-36691
 
06-1528493
(State or other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

800 Connecticut Avenue, Norwalk, Connecticut
 
06854
(Address of principal office)
 
(zip code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12  under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4c  under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







Item 7.01.    Regulation FD Disclosure

On April 19, 2018, Booking Holdings Inc. (the "Company") announced that it entered into an agreement to acquire FareHarbor Holdings, Inc. A copy of the press release announcing the proposed acquisition is furnished with this Current Report as Exhibit 99.1.

The information furnished herewith pursuant to this Item 7.01 of this Current Report shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits

(d)    Exhibits

Exhibit    
99.1Press Release dated April 19, 2018








SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
BOOKING HOLDINGS INC.
 
 
 
 
 
 
By:
/s/ Peter J. Millones
 
 
Name:
Peter J. Millones
 
 
Title:
Executive Vice President and General Counsel


Date: April 19, 2018







EXHIBIT INDEX

Exhibit No.
Description

99.1Press Release dated April 19, 2018





Exhibit
Exhibit 99.1

Booking Holdings Announces it has Signed an Agreement to Acquire FareHarbor

NORWALK, Conn., April 19, 2018 – Booking Holdings Inc. (NASDAQ: BKNG) today announced that it has entered into an agreement to acquire local activities and experiences booking software provider, FareHarbor. Founded in Hawaii in 2013 and now headquartered in Denver, FareHarbor’s technology allows tour and activity operators to connect with customers online through software that facilitates an easy, seamless booking experience.  FareHarbor’s senior management team will report into the Booking.com leadership team.

"Today travel is fueled by technology, yet the local experiences and attractions marketplace is still largely offline,” said Gillian Tans, CEO of Booking.com. “FareHarbor’s technology allows local tours and attractions to easily bring their businesses online.  We see an immense opportunity to leverage this technology to bring more local experiences online, benefitting the entire global travel ecosystem for both consumers and local businesses by allowing them to connect instantly through a seamless digital experience.”
FareHarbor will operate as an independent business within the company.  The acquisition has been approved by FareHarbor’s board of directors and stockholders and is expected to close in the coming weeks, subject to satisfaction of closing conditions.

About Booking Holdings:

Booking Holdings (NASDAQ: BKNG) is the world leader in online travel and related services, provided to consumers and local partners in over 220 countries and territories through six primary brands: Booking.com, priceline.com, KAYAK, agoda.com, Rentalcars.com and OpenTable. The mission of Booking Holdings is to help people experience the world. For more information visit Bookingholdings.com.