Filed pursuant to Rule 433
Registration Statement No. 333-284693
Issuer Free Writing Prospectus dated March 3, 2025
Relating to Preliminary Prospectus Supplement dated March 3, 2025
$1,500,000,000
Pricing Term Sheet
$450,000,000 Floating Rate Notes due 2028 (the “2028 Floating Rate Notes”)
$450,000,000 4.450% Notes due 2028 (the “2028 Notes”)
$600,000,000 5.100% Notes due 2035 (the “2035 Notes”)
| Issuer: | PayPal Holdings, Inc. (the “Company”) | |
| Trade Date: | March 3, 2025 | |
| Settlement Date: | March 6, 2025 (T+3)** | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Anticipated Ratings:* | A3 (Moody’s Investors Service, Inc.) A- (Standard & Poor’s Ratings Services) A- (Fitch, Inc.) | |
| Joint Book-Running Managers: | BofA Securities, Inc. Goldman Sachs & Co. LLC J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Barclays Capital Inc. Citigroup Global Markets Inc. Deutsche Bank Securities Inc. SMBC Nikko Securities America, Inc. Wells Fargo Securities, LLC | |
| Co-Managers: | BNP Paribas Securities Corp. HSBC Securities (USA) Inc. Mizuho Securities USA LLC MUFG Securities Americas Inc. nabSecurities, LLC Oversea-Chinese Banking Corporation Limited*** RBC Capital Markets, LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. Standard Chartered Bank**** TD Securities (USA) LLC Academy Securities, Inc. R. Seelaus & Co., LLC Loop Capital Markets LLC Independence Point Securities LLC Samuel A. Ramirez & Company, Inc. Siebert Williams Shank & Co., LLC | |
| Security: | Senior unsecured notes | |
1
Floating Rate Notes due 2028
| Principal Amount: | $450,000,000 | |
| Maturity Date: | March 6, 2028 | |
| Coupon: | Compounded SOFR (as defined under “Description of the Notes—Maturity and Interest—Floating Rate Notes” in the preliminary prospectus supplement dated March 3, 2025), reset quarterly, plus 0.670% per year | |
| Price to Public: | 100.000% of the principal amount | |
| Floating Rate Interest Payment Dates: | Quarterly in arrears on each March 6, June 6, September 6 and December 6, commencing June 6, 2025 | |
| Day Count Convention: | Actual/360 | |
| Calculation Agent: | Computershare Trust Company, N.A. | |
| Interest Reset Dates: | The first day of each interest period other than the initial interest period | |
| Initial Interest Rate: | The initial interest rate will be Compounded SOFR determined on June 4, 2025, plus 67 basis points | |
| Interest Payment Determination Date: | Two U.S. Government Securities Business Days before each floating rate interest payment date (or in the final interest period, before the applicable maturity date) | |
| Interest Period: | The period commencing on the applicable floating rate interest payment date (or, in the case of the initial interest period, commencing on the settlement date) to, but excluding, the next succeeding floating rate interest payment date, and in the case of the last such interest period, from, and including, the floating rate interest payment date immediately preceding the maturity date for the floating rate notes to, but excluding, such maturity date | |
| Observation Period: | The period from, and including, the date two U.S. Government Securities Business Days preceding the first date in such interest period to, but excluding, the date two U.S. Government Securities Business Days preceding the floating rate interest payment date for such interest period (or in the final interest period, preceding the applicable maturity date); provided that the first Observation Period shall be the period from and including two U.S. Government Securities Business Days preceding the settlement date of the floating rate notes to, but excluding, the two U.S. Government Securities Business Days preceding the first floating rate interest payment date | |
| Optional Redemption: | PayPal Holdings, Inc. may not redeem the 2028 Floating Rate Notes prior to maturity | |
| CUSIP / ISIN: | 70450YAR4 / US70450YAR45 | |
| Net Proceeds Before Expenses: | $448,875,000 | |
$450,000,000 4.450% Notes due 2028 (the “2028 Notes”)
$600,000,000 5.100% Notes due 2035 (the “2035 Notes”)
| Principal Amount: | $450,000,000 of 2028 Notes
$600,000,000 of 2035 Notes | |
| Maturity Date: | March 6, 2028 for the 2028 Notes
April 1, 2035 for the 2035 Notes | |
| Coupon (Interest Rate): | 4.450% per annum for the 2028 Notes
5.100% per annum for the 2035 Notes | |
2
| Interest Payment Dates: | Semi-annually each March 6 and September 6, commencing September 6, 2025 for the 2028 Notes
Semi-annually each April 1 and October 1, commencing October 1, 2025 for the 2035 Notes | |
| Day Count Convention: | 30/360 | |
| Price to Public: | 99.956% for the 2028 Notes
99.972% for the 2035 Notes | |
| Benchmark Treasury: | 4.250% due February 15, 2028 for the 2028 Notes
4.625% due February 15, 2035 for the 2035 Notes | |
| Benchmark Treasury Price/Yield: | 100-25 / 3.966% for the 2028 Notes
103-18 / 4.183% for the 2035 Notes | |
| Spread to Benchmark Treasury: | 50 basis points for the 2028 Notes
92 basis points for the 2035 Notes | |
| Yield to Maturity: | 4.466% for the 2028 Notes
5.103% for the 2035 Notes | |
| Make-Whole Call: | 2028 Notes: At any time prior to February 6, 2028, at a discount rate of Treasury plus 10 basis points
2035 Notes: At any time prior to January 1, 2035, at a discount rate of Treasury plus 15 basis points | |
| Par Call: | At any time on and after February 6, 2028 (one month prior to the maturity date of the 2028 Notes)
At any time on and after January 1, 2035 (three months prior to the maturity date of the 2035 Notes) | |
| CUSIP/ISIN: | 70450YAS2 / US70450YAS28 for the 2028 Notes
70450YAT0 / US70450YAT01 for the 2035 Notes | |
| Net Proceeds Before Expenses: | $448,677,000 for the 2028 Notes
$597,132,000 for the 2035 Notes | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
| ** | Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the first business day preceding the settlement date will be required, by virtue of the fact that the notes initially will settle T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the notes who wish to trade the notes prior to the first business day preceding the settlement date should consult their own advisors. |
| *** | Oversea-Chinese Banking Corporation Limited (“OCBC”) is restricted in its securities dealings in the United States and OCBC will not offer and sell notes in the United States. OCBC will not agree to procure, or procure, purchasers to purchase notes that are offered or sold in the United States. OCBC shall offer and sell the Securities constituting part of its allotment solely outside the United States. |
| **** | Standard Chartered Bank will not effect any offers or sales of any notes in the United States unless it is through one or more U.S. registered broker-dealers as permitted by the regulations of FINRA. |
3
The Company has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents that the Company has filed with the SEC for more complete information about the Company and this offering. You may get these documents for free by visiting the SEC website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement, the accompanying prospectus and, when available, the final prospectus supplement if you request it by contacting: BofA Securities, Inc. at 1-800-294-1322; Goldman Sachs & Co. LLC at 1-866-471-2526; J.P. Morgan Securities LLC at 1-212-834-4533; or Morgan Stanley & Co. LLC at 1-212-507-8999.
Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
4