8-K - EBAY - Equibles

UNITED STATES SECURITIES AND EXCHANGECOMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

**CURRENTREPORT Pursuant to Section 13 or 15(**d)of The Securities Exchange Act of 1934

Date of Report (Date of earliest eventreported): June 24, 2021

eBay Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-37713	77-0430924
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2025 Hamilton Avenue

SanJose , California

95125

(Address of principal executive offices)

(408)

376-7008

(Registrant’s telephonenumber)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading symbol(s)	Name of exchange on which registered
Common stock	EBAY	The Nasdaq Global Select Market

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 1.01. Entry into a Material Definitive Agreement.

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference to this Item 1.01.

Item 7.01. Regulation FD Disclosure.

A copy of the Press Release (defined below) is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.

The information that is furnished shall not be deemed “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. Such information shall not be deemed incorporated by reference into any filing 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 8.01. Other Events.

On June 24, 2021, eBay issued a press release (“Press Release”) announcing the entry into an agreement by and among eBay Inc., a Delaware corporation (“eBay”), eBay KTA (UK) Ltd., a private company limited by shares incorporated under the laws of the United Kingdom and a wholly owned subsidiary of eBay (“Seller”), Emerald SPV Co., Ltd., a joint stock company (chusik hoesa) incorporated under the laws of Korea and wholly owned Subsidiary of Purchaser Guarantor (“Purchaser”), and E-mart Inc., a joint stock company (chusik hoesa) incorporated under the laws of Korea (“Purchaser Guarantor”), pursuant to which eBay, Seller, Purchaser and, solely with respect to certain provisions, Purchaser Guarantor, agreed to enter into a fully negotiated and finalized form of Securities Purchase Agreement (the “Purchase Agreement”) upon the Purchaser Guarantor obtaining approval from the Bank of Korea.

Pursuant to and subject to the terms and conditions set forth in the Purchase Agreement, (i) Purchaser will acquire 80.01% of the outstanding equity interests of eBay Korea LLC (“eBay Korea”), a limited liability company incorporated under the laws of Korea and a wholly owned subsidiary of Seller, pursuant to the terms and conditions of the Purchase Agreement, in exchange for KRW 3,440,430,000,000 in cash, subject to certain adjustments specified therein for indebtedness, cash, working capital, transaction expenses and certain transaction taxes, and (ii) Seller will retain 19.99% of the outstanding equity interests of eBay Korea (the “Transaction”). Purchaser Guarantor has agreed to guarantee the obligations of Purchaser under the Purchase Agreement.

Each party’s obligation to consummate the Transaction is subject to certain closing conditions set forth in the Purchase Agreement, including, among others, (i) subject to certain exceptions, the accuracy of the representations and warranties of the parties; (ii) performance in all material respects by each of the parties of its covenants and agreements; (iii) the receipt of required regulatory clearance; and (iv) the absence of any law or order from any government entity prohibiting consummation of the Transaction.

The Purchase Agreement contains customary representations, warranties and covenants, including with respect to certain post-closing employee compensation and benefits matters, by each party that are subject to specified exceptions and qualifications set forth in the Purchase Agreement.

Pursuant to the Purchase Agreement, the parties will enter into certain ancillary agreements at the closing of the Transaction, including agreements relating to transition services and certain arrangements with respect to eBay’s governance and liquidity rights in eBay Korea.

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Cautions Regarding Forward Looking Statements

Certain statements herein are “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such forward-looking statements are often identified by words such as “anticipate,” “approximate,” “believe,” “commit,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “outlook,” “plan,” “project,” “potential,” “should,” “would,” “will” and other similar words or expressions. Such forward-looking statements reflect eBay’s current expectations or beliefs concerning future events and actual events may differ materially from historical results or current expectations. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of eBay. The forward-looking statements in this document address a variety of subjects including, for example, the closing of the Transaction and the potential benefits of the Transaction. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the possibility that regulatory and other approvals and conditions to the Transaction are not received or satisfied on a timely basis or at all; the possibility that eBay may not fully realize the projected benefits of the Transaction; changes in the anticipated timing for closing the Transaction; business disruption during the pendency of or following the Transaction; diversion of management time on Transaction-related issues; the reaction of customers and other persons to the Transaction; and other events that could adversely impact the completion of the Transaction, including the ongoing COVID-19 pandemic and other industry or economic conditions outside of our control. In addition, actual results are subject to other risks and uncertainties that relate more broadly to eBay’s overall business, including those more fully described in eBay’s filings with the Securities and Exchange Commission (“SEC”), including its annual report on Form 10-K for the fiscal year ended December 31, 2020 and subsequent quarterly reports on Form 10-Q. The forward-looking statements in this document speak only as of this date. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following materials are attached as exhibits to this Current Report on Form 8-K:

Exhibit Number	Description
99.1	Press Release, dated June 24, 2021
104	The cover page from this Current Report on Form 8-K<br> formatted in Inline XBRL (included as Exhibit 101).

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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.

	eBay Inc.
	(Registrant)
Date: June 24, 2021	/s/ Marc D. Rome
	Name: Marc D. Rome
	Title: Vice President & Deputy General Counsel, <br><br>Corporate & Assistant Secretary

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Exhibit 99.1

Emart to Acquire eBay’s Businessesin Korea

- eBay and Emart reach an agreement for the purchaseof eBay’s Businesses in Korea

eBay would sell 80.01% interest in its KoreanBusinesses including G-Market, IAC and G-9 to Emart and retain a 19.99% interest
eBay would receive approximately $3.0 billionUSD gross cash proceeds for the 80.01% interest and would retain a 19.99% stake with an implied value of approximately $0.8 billion USD
Implied value for the whole Korean Business isapproximately $3.8 billion USD
The combination of eBay Korea and Emart groupof companies creates one of Korea’s leading ecommerce businesses
Transaction is expected to close by year-endor early next year, subject to regulatory approvals
eBay to retain its stake of approximately 4%of Kakao Bank

SAN JOSE, Calif., June 24, 2021 /PRNewswire/ — eBay Inc. (NASDAQ: EBAY) and Emart today announced they reached an agreement for the purchase by Emart of eBay’s businesses in Korea. Execution of the fully negotiated and finalized purchase agreement is contingent upon the Bank of Korea’s acceptance of the filings related to foreign exchange transactions. The form of the purchase agreement, agreed upon by the parties, is subject to change only by mutual agreement between eBay and Emart. Pursuant to the transaction, eBay will sell an 80.01% stake in its Korean businesses for 3.44 trillion KRW (or approximately $3.0 billion USD^1^) of gross cash proceeds.

“After a thorough strategic review and competitive sale process, we are excited to come to an agreement with Emart,” said Jamie Iannone, Chief Executive Officer, eBay. “This deal brings together two strong ecommerce and retail companies that can unlock tremendous potential in Korea and provide more choice for customers. We believe this move further optimizes our portfolio and creates value for eBay shareholders.”

Together, eBay Korea and Emart can build a 360-degree ecosystem which will allow full touch points with customers in categories ranging from grocery to general merchandise. Over the next four years, Emart plans to invest more than 1 trillion KRW in fulfillment centers. Offline stores will also be utilized to serve as fulfillment centers, reinforcing Shinsegae Group’s supply chain management system. This will enhance Emart’s same-day delivery capabilities and improve fulfillment centers’ capacity utilization. For years the team has been working on pre-emptive, strategic redeployment of its physical property to digital assets, in preparation for a rapidly evolving retail environment heightened by technology innovations.

^1^ Based on FX as of June 23, 2021; 1 USD = 1,135 KRW

During fiscal year 2020, eBay’s off-platform businesses in Korea contributed over $14 billion USD in GMV, and approximately $1.4 billion USD in revenue, with operating margins in the mid to high single digit range. eBay plans to report these businesses as discontinued operations going forward and will publish restated historical financials prior to the next earnings release.

The transaction is expected to close by the end of the year or early next year, subject to regulatory approvals.

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as financial advisors to eBay. Wachtell, Lipton, Rosen & Katz and Kim & Chang are acting as legal advisors to eBay.

About eBay:

eBay Inc. (Nasdaq: EBAY) is a global commerce leader that connects millions of buyers and sellers in 190 markets around the world. We exist to enable economic opportunity for individuals, entrepreneurs, businesses and organizations of all sizes. Founded in 1995 in San Jose, California, eBay is one of the world’s largest and most vibrant marketplaces for discovering great value and unique selection. In 2020, eBay enabled $100 billion of gross merchandise volume. For more information about the company and its global portfolio of online brands, visit www.ebayinc.com.

Forward-Looking Statements

Forward-Looking Statements Certain statements herein are “forward-looking statements” within the meaning of Section 27Aof the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Such forward-looking statements are often identified bywords such as “anticipate,” “approximate,” “believe,” “commit,” “continue,” “could,”“estimate,” “expect,” “hope,” “intend,” “may,” “outlook,” “plan,”“project,” “potential,” “should,” “would,” “will” and other similar words or expressions.Such forward-looking statements reflect eBay’s current expectations or beliefs concerning future events and actual events may differ materiallyfrom historical results or current expectations. The reader is cautioned not to place undue reliance on these forward-looking statements,which are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, manyof which are outside the control of eBay. The forward-looking statements in this document address a variety of subjects including, forexample, the closing of the transaction and the potential benefits of the transaction. The following factors, among others, could causeactual results to differ materially from those described in these forward-looking statements: the possibility that regulatory and otherapprovals and conditions to the transaction are not received or satisfied on a timely basis or at all; the possibility that eBay may notfully realize the projected benefits of the transaction; changes in the anticipated timing for closing the transaction; business disruptionduring the pendency of or following the transaction; diversion of management time on transaction-related issues; the reaction of customersand other persons to the transaction; and other events that could adversely impact the completion of the transaction, including COVID-19and industry or economic conditions outside of our control. In addition, actual results are subject to other risks and uncertainties thatrelate more broadly to eBay’s overall business, including those more fully described in eBay’s filings with the Securities and ExchangeCommission, including its annual report on Form 10-K for the fiscal year ended December 31, 2020 and subsequent quarterly reports on Form10-Q. The forward-looking statements in this document speak only as of this date. We undertake no obligation to revise or update publiclyany forward-looking statement, except as required by law.

CONTACT: For eBay: Investor Relations Contact: Joe Billante, ir@ebay.com; or Media Relations Contact: Trina Somera, press@ebay.com