Ebay Inc 8-K, filed Jun 22, 2020
Ebay Inc (EBAY)
About this 8-K
Ebay Inc filed this 8-K on June 22, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01. | Regulation FD. |
Early Tender Results
On June 22, 2020, eBay Inc. (the “Company”) issued a press release announcing the results of the early settlement of its tender offer (the “Tender Offer”) to purchase for cash any and all of its $750,000,000 aggregate principal amount 2.875% Notes due 2021 (the “Notes”) that were validly tendered (and not validly withdraw) at or prior to 5:00 p.m., New York City time, on June 19, 2020 (the “Early Tender Time”), as described in the Company’s offer to purchase, dated June 8, 2020 (the “Offer to Purchase”) . In conjunction with the Tender Offer, the Company also commenced a solicitation of consents (the “Consent Solicitation” and, collectively with the Tender Offer, the “Offers”) to amend the indenture governing the Notes (the “Indenture”) to shorten the notice requirements for optional redemption with respect to each series of the Notes from 30 days to two business days (the “Proposed Amendment”).
According to information provided by D.F. King & Co., Inc., the information agent and tender agent for the Tender Offer, as of the Early Tender Time, the Company had received tenders from holders of the Notes (“Holders”) of $329,236,000 in aggregate principal amount of the Notes, representing approximately 43.90% of the total outstanding principal amount of the Notes.
The Company expects to make payment for all Notes validly tendered by the Early Tender Time and accepted for purchase on June 22, 2020 (the “Early Settlement Date”). All payments for the Notes purchased will also include accrued and unpaid interest on the principal amount of Notes purchased from the last interest payment date up to, but not including, the Early Settlement Date.
All of the terms of the Tender Offer remain the same. The final acceptance date and the final settlement date for the remaining Notes outstanding are expected to be July 6, 2020 and July 7, 2020 (the “Final Settlement Date”), respectively.
| 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 |
Description | |||
| 99.1 |
Press release dated June 22, 2020 relating to the early tender offer results | |||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
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, thereunto duly authorized.
| eBay Inc. | ||||||
| Date: June 22, 2020 |
By: |
/s/ Marc D. Rome | ||||
| Name: |
Marc D. Rome | |||||
| Title: |
Vice President, Legal, Deputy General Counsel and Assistant Secretary | |||||
Exhibit 99.1
FOR IMMEDIATE RELEASE
eBay Announces Early Results of Tender Offer and Consent Solicitation for 2.875% Notes due 2021
SAN JOSE, Calif., JUNE 22, 2020: eBay Inc. (Nasdaq: EBAY), announced today the early results of its previously announced cash tender offer (the “Offer”) for any and all of its $750 million aggregate principal amount of outstanding 2.875% Notes due 2021 (the “Notes”), and its concurrent consent solicitation (together with the Offer, the “Offer and Consent Solicitation”) to amend the indenture governing the Notes to shorten the minimum notice period required for optional redemption of the Notes by the Company from 30 calendar days to two calendar days (the “Amendment”), in each case, upon the terms and conditions included in the Offer to Purchase and Consent Solicitation Statement, dated June 8, 2020 and as amended by the early results press release issued June 22, 2020 (the “Offer to Purchase”).
As of the consent fee deadline, which was 5:00 p.m., New York City time, on June 19, 2020 (the “Consent Fee Deadline”), the aggregate principal amount of the Notes and related consents that have been validly tendered and delivered and not validly withdrawn or revoked was $ 329,236,000, representing 43.90% of the $750,000,000 aggregate outstanding principal amount of the Notes.
The Offer and Consent Solicitation is subject to the satisfaction or waiver of certain conditions as described in the Offer to Purchase, including satisfaction of certain general conditions to the Offer and Consent Solicitation, in each case as described in more detail in the Offer to Purchase. If any of the conditions are not satisfied, the Company may terminate the Offer and Consent Solicitation and return tendered Notes, may waive unsatisfied conditions and accept for payment and purchase all validly tendered Notes, may extend the Offer and Consent Solicitation or may otherwise amend the Offer and Consent Solicitation.
Subject to the terms and conditions of the Offer and Consent Solicitation being satisfied or waived, holders who validly tendered and did not withdraw Notes prior to the Consent Fee Deadline will, if their Notes are accepted for purchase, receive the “Total Consideration” equal to $1,028.20 per $1,000 principal amount of Notes. In addition to the Total Consideration, holders will receive accrued and unpaid interest on the Notes from the most recent payment of semi-annual interest preceding the Early Settlement Date to, but not including, the Early Settlement Date. The Early Settlement Date is expected to be June 22, 2020.
The Withdrawal Deadline has passed. Accordingly, any validly tendered Notes and delivered consents may no longer be withdrawn or revoked.
The complete terms and conditions of the Offer and Consent Solicitation are set forth in the Offer to Purchase that has been sent to holders of the Notes. Holders are urged to read the Offer to Purchase carefully.
The Company has engaged Credit Suisse Securities (USA) LLC to act as Dealer Manager and Solicitation Agent for the Offer and Consent Solicitation. Persons with questions regarding the Offer and Consent Solicitation should contact Credit Suisse Securities (USA) LLC toll-free at (800) 820-1653 or collect at (212) 538-5828. Requests for documents should be directed to D.F. King & Co., Inc., the Tender and Information Agent for the Offer and Consent Solicitation, at (212) 269-5550 (for banks and brokers) or (877) 896-3192 (for noteholders), or via the following web address: www.dfking.com/ebay.
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to sell with respect to any of the Notes. The Offer and Consent Solicitation is being made pursuant to the tender offer documents, including the Offer to Purchase that the Company has distributed to holders of the Notes. The Offer and Consent Solicitation is not being made to holders of Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities or other laws of such jurisdiction. None of the Company, the Dealer Manager and Solicitation Agent, the Tender and Information Agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Offer and Consent Solicitation.
About eBay
eBay Inc. (Nasdaq: EBAY) is a global commerce leader including the Marketplace and Classifieds platforms. Collectively, we connect millions of buyers and sellers around the world, empowering people and creating opportunity for all. 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. For more information about the company and its global portfolio of online brands, visit www.ebayinc.com.
Forward-Looking Statements
Statements contained in this release that state the Company’s or management’s intentions, expectations or predictions of the future are forward-looking statements. Specifically, the Company cannot assure you that the Offer and Consent Solicitation will be consummated on the terms currently contemplated, if at all. The forward-looking statements involve risks and uncertainties and actual results may differ materially from those projected or implied. The Company disclaims any intention or obligation to revise any forward-looking statements whether as a result of new information, future events or otherwise.
Contact:
Investor Relations Contact:
Joe Billante
ir@ebay.com
Media Relations Contact:
Trina Somera
press@ebay.com
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