PayPal Holdings, Inc. Announces $1.5 Billion Senior Notes Offering
San Jose, CA – March 6, 2025 – PayPal Holdings, Inc. (NASDAQ: PYPL) today announced the completion of its $1.5 billion senior notes offering, consisting of three tranches:
$450 million Floating Rate Notes due 2028
$450 million 4.450% Notes due 2028
$600 million 5.100% Notes due 2035
The Notes were issued under an Indenture originally dated September 26, 2019, between PayPal and Computershare Trust Company, N.A., as trustee, under the Company’s Registration Statement on Form S-3 filed on February 5, 2025 (Registration No. 333-284693).
Key Terms of the Notes Offering:
Maturity Dates:
Floating Rate Notes: March 6, 2028
2028 Notes: March 6, 2028
2035 Notes: April 1, 2035
Interest Payment Schedules:
Floating Rate Notes: Quarterly on March 6, June 6, September 6, and December 6 (beginning June 6, 2025)
2028 Notes: Semiannually on March 6 and September 6 (beginning September 6, 2025)
2035 Notes: Semiannually on April 1 and October 1 (beginning October 1, 2025)
Redemption Provisions:
Floating Rate Notes: Not redeemable prior to maturity
2028 & 2035 Notes: PayPal may redeem these at any time, in whole or in part, with a make-whole premium, except for:
2028 Notes on or after February 6, 2028
2035 Notes on or after January 1, 2035
Covenants & Protections:
Limiting new liens and sale-leaseback transactions
Restrictions on mergers or asset sales (with exceptions)
Change of Control Protection: If PayPal undergoes a change of control and its credit rating is downgraded below investment grade by Fitch, S&P, and Moody’s, PayPal must offer to repurchase the Notes at 101% of principal value
The Notes are senior unsecured obligations, ranking equally with all existing and future unsecured and unsubordinated debt. However, they are:
Structurally subordinated to subsidiary liabilities
Effectively subordinated to secured debt to the extent of collateral value
Additional Information:
For full details, refer to the Indenture and Officer’s Certificate, which outline the complete terms of the Notes and are incorporated as Exhibits 4.1, 4.2, 4.3, 4.4, and 4.5 in PayPal’s Form 8-K filing.
About PayPal Holdings, Inc.:
PayPal (NASDAQ: PYPL) is a global leader in digital payments, empowering millions of businesses and consumers worldwide with seamless and secure payment solutions. Headquartered in San Jose, California, the company continues to innovate in fintech, mobile commerce, and digital transactions.
2025-03-07
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