UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

 

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934

 

Booking Holdings Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   06-1528493
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)

 

800 Connecticut Avenue

Norwalk, Connecticut 06854

(Address of Principal Executive Offices) (Zip Code)

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class
to be so registered
  Name of each exchange on which
each class is to be registered
€950,000,000 0.100% Senior Notes Due 2025   The Nasdaq Stock Market LLC
€750,000,000 0.500% Senior Notes Due 2028   The Nasdaq Stock Market LLC
     
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, and is effective pursuant to General Instruction A.(c), please check the following box. x   If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, and is effective pursuant to General Instruction A.(d), please check the following box. ¨
     
Securities Act registration statement file number to which this form relates:  

333-242118

(If applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

 

 

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1. Description of Registrant’s Securities to be Registered

 

The description of the securities to be registered is contained in the Prospectus Supplement dated March 3, 2021, and the Prospectus dated August 7, 2020, copies of which were electronically transmitted for filing with the Commission pursuant to Rule 424(b) on March 4, 2021, each of which forms a part of the Registrant’s Registration Statement on Form S-3 (No. 333-242118), and each of which is incorporated herein by reference.

 

Item 2. Exhibits

 

The following exhibits are filed with the Commission and the Nasdaq Stock Market LLC.:

 

2.1 Form of the Registrant’s 0.100% Senior Note Due 2025 (incorporated herein by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Commission on March 8, 2021).

 

2.2 Form of the Registrant’s 0.500% Senior Note Due 2028 (incorporated herein by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the Commission on March 8, 2021).

 

2.3 Indenture, dated August 8, 2017 (the “Base Indenture”), between the Registrant and U.S. Bank National Association, as trustee, (incorporated herein by reference to Exhibit 4.1 to our Registration Statement on Form S-3 (No. 333-242118) filed with the Commission on August 7, 2020).

 

2.4 Officers’ Certificate, dated March 8, 2021, with respect to the 0.100% Senior Notes due 2025 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.3 to our Current Report on Form 8-K filed with the Commission on March 8, 2021).

 

2.5 Officers’ Certificate, dated March 8, 2021, with respect to the 0.500% Senior Notes due 2028 issued pursuant to the Base Indenture (incorporated herein by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the Commission on March 8, 2021).

 

 2 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  BOOKING HOLDINGS INC.
   
   
Date: March 16, 2021 By: /s/ Peter J. Millones
    Name: Peter J. Millones
    Title: Executive Vice President and General Counsel

 

 3