Ebay Inc 8-K, filed Mar 24, 2021
Ebay Inc (EBAY)
About this 8-K
Ebay Inc filed this 8-K on March 24, 2021, reporting on events of March 23, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE
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Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD.
Tender Results
On March 24, 2021, eBay Inc. (the “Company”) issued a press release announcing the results of its tender offer (the “Tender Offer”) to purchase for cash any and all of its $1,000,000,000 aggregate principal amount 2.60% Notes due 2022 (the “Notes”) that were validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on March 23, 2021 (the “Expiration Time”), as described in the Company’s offer to purchase, dated March 17, 2021 (the “Offer to Purchase”) and related Notice of Guaranteed Delivery attached to the Offer to Purchase (the “Notice of Guaranteed Delivery”).
According to information provided by D.F. King & Co., Inc., the information agent and tender agent for the Tender Offer, as of the Expiration Time, the Company had received tenders from holders of the Notes (“Holders”) of $394,400,000 in aggregate principal amount of the Notes, representing approximately 39.44% of the total outstanding principal amount of the Notes, excluding $1,337,000 aggregate principal amount of the Notes tendered pursuant to the Notice of Guaranteed Delivery.
The Company expects to make payment for all Notes validly tendered by the Expiration Time and accepted for purchase on March 24, 2021 (the “Settlement Date”) or, in the case of Notes tendered pursuant to the Notice of Guaranteed Delivery and purchased pursuant to the Offer to Purchase, on March 26, 2021 (the “Guaranteed Delivery Settlement Date”). The Company will also pay on the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable, to the applicable Holders accrued and unpaid interest from the last interest payment date of the applicable Notes to, but not including, the Settlement Date.
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 No. | Description | |
| 99.1 | Press release dated March 24, 2021 relating to the 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. | |||
| (Registrant) | |||
| Date: March 24, 2021 | By: | /s/ Marc D. Rome | |
| Name: | Marc D. Rome | ||
| Title: | Vice President, Deputy General Counsel & Assistant Secretary | ||
Exhibit 99.1
eBay Announces Expiration and Results of Tender Offer for Any and All of its 2.60% Notes due 2022
March 24, 2021
SAN JOSE, Calif., March 24, 2021 /PRNewswire/ -- eBay Inc. (Nasdaq: EBAY) (the “Company”) announced today the expiration and results of the previously announced cash tender offer (the “Offer”) for any and all of its outstanding $1 billion aggregate principal amount 2.60% Notes due 2022 (the “Notes”), on the terms and subject to the conditions set forth in the Offer to Purchase, dated March 17, 2021 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery attached to the Offer to Purchase (the “Notice of Guaranteed Delivery”). The Offer to Purchase and the Notice of Guaranteed Delivery are referred to herein collectively as the “Offer Documents.”
As of the expiration of the Offer, which was 5:00 p.m., New York City time, on March 23, 2021, the aggregate principal amount of the Notes that have been validly tendered and delivered and not validly withdrawn was $394,400,000, representing 39.44% of the $1,000,000,000 aggregate outstanding principal amount of the Notes. These amounts exclude $1,337,000 aggregate principal amount of the Notes tendered pursuant to the guaranteed delivery procedures (the “Guaranteed Delivery Procedures”) described in the Offer to Purchase. Payment for the Notes purchased pursuant to the Offer is intended to be made on or around March 24, 2021 (the “Settlement Date”), except for those Notes validly tendered and delivered pursuant to the Guaranteed Delivery Procedures. Payment for the Notes tendered pursuant to a Notice of Guaranteed Delivery and purchased pursuant to the Offer is intended to be made on or around March 26, 2021 (the “Guaranteed Delivery Settlement Date”).
As previously announced, the “Tender Offer Consideration” is $1,024.39 for each $1,000 principal amount of the Notes, plus accrued and unpaid interest to, but not including, the Settlement Date, payable on the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable.
BofA Securities acted as Dealer Manager for the Offer and D.F. King & Co., Inc. acted as the Tender and Information Agent for the Offer.
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any of the Notes. The Offer is being made pursuant to the Offer Documents, including the Offer to Purchase that the Company has distributed to holders of the Notes. The Offer 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.
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
Statements contained in this release that state the Company’s or management’s intentions, expectations or predictions of the future are forward-looking statements. 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.