eBay Inc. (NASDAQ:EBAY) Files An 8-K Other Events
Item8.01
| Other Events |
On June6, 2017, eBay Inc. (the Company) closed its sale of
$2,500,000,000 aggregate principal amount of its senior unsecured
notes, consisting of $400,000,000 aggregate principal amount of
its Floating Rate Notes due 2023 (the 2023 Floating Rate Notes),
$500,000,000 aggregate principal amount of its 2.150% Notes due
2020 (the 2020 Fixed Rate Notes), $750,000,000 aggregate
principal amount of its 2.750% Notes due 2023 (the 2023 Fixed
Rate Notes) and $850,000,000 aggregate principal amount of its
3.600% Notes due 2027 (the 2027 Fixed Rate Notes and, together
with the 2023 Floating Rate Notes, the 2020 Fixed Rate Notes and
the 2023 Fixed Rate Notes, the Notes) to an Underwriting
Agreement (the Underwriting Agreement) dated May30, 2017 among
the Company and Citigroup Global Markets Inc., Deutsche Bank
Securities Inc., Goldman Sachs Co. LLC and Wells Fargo
Securities, LLC, as representatives of the underwriters named
therein. The Notes were issued and sold under the Companys
effective shelf registration statement on Form S-3 (Registration
No.333-215919) and a related prospectus supplement and prospectus
filed with the Securities and Exchange Commission and to an
Indenture dated as of October28, 2010 (the Indenture), as
supplemented and amended by a Supplemental Indenture dated as of
October28, 2010 (the Supplemental Indenture), each between the
Company and Wells Fargo Bank, National Association, as trustee.
The 2023 Floating Rate Notes, the 2020 Fixed Rate Notes, the 2023
Fixed Rate Notes and the 2027 Fixed Rate Notes are each sometimes
referred to as a series of Notes. The Underwriting Agreement
contains customary representations, warranties and agreements by
the Company and customary indemnification provisions.
The 2023 Floating Rate Notes are not redeemable at the option of
the Company prior to their maturity. The 2020 Fixed Rate Notes,
the 2023 Fixed Rate Notes and the 2027 Fixed Rate Notes are
redeemable at the option of the Company, at any time in whole or
from time to time in part, at the applicable redemption prices
specified in the respective forms of Note of such series included
in Exhibit 4.3 hereto.
In addition, if a Change of Control Triggering Event (as defined
in the respective forms of the Notes included in Exhibit 4.3
hereto) occurs with respect to the Notes of any series, the
Company will be required, subject to certain exceptions, to offer
to repurchase the Notes of such series at a price equal to 101%
of the principal amount, plus accrued and unpaid interest, if
any.
The foregoing description of some of the terms of the Notes and
the Underwriting Agreement are not complete and are subject to,
and qualified in their entirety by reference to, the complete
terms and conditions of the Underwriting Agreement, the
Indenture, the Supplemental Indenture, the officers certificate
establishing the form and terms of the Notes of each series, and
the respective forms of the Notes of each series, which are filed
or incorporated by reference, as the case may be, as Exhibits 1.1
and 4.1 through 4.7 hereto, respectively, and are incorporated by
reference herein. In connection with the issuance of the Notes,
Sidley Austin LLP provided the Company with the legal opinion
attached hereto as Exhibit 5.1.
On May30, 2017, the Company issued a press release announcing its
agreement to sell the Notes. A copy of the press release is
attached hereto as Exhibit 99.1.
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| Item9.01 | Financial Statements and Exhibits. |
|
Exhibit No. |
Description |
|
| 1.1 |
Underwriting Agreement dated May30, 2017 among the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. |
|
| 4.1 |
Indenture dated as of October28, 2010 between the Company and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on October28, 2010). |
|
| 4.2 |
Supplemental Indenture dated as of October28, 2010 between the Company and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K filed on October28, 2010). |
|
| 4.3 |
Officers Certificate dated June6, 2017 establishing the forms and terms of the Notes. |
|
| 4.4 |
Form of Floating Rate Note due 2023 (included in Exhibit 4.3). |
|
|
4.5
4.6 4.7 |
Form of 2.150% Note due 2020 (included in Exhibit 4.3). Form of 2.750% Note due 2023 (included in Exhibit 4.3). Form of 3.600% Note due 2027 (included in Exhibit 4.3). |
|
| 5.1 | Opinion of Sidley Austin LLP relating to the Notes. | |
| 23.1 | Consent of Sidley Austin LLP (included in Exhibit 5.1). | |
| 99.1 |
Press release dated May30, 2017 relating to the offering of the Notes. |
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About eBay Inc. (NASDAQ:EBAY)
eBay Inc. (eBay) is a commerce company, which operates through its Marketplace, StubHub and Classifieds platforms. The Company helps in enabling commerce on its platforms for buyers and sellers online. The Company has an open source platform that provides software developers and merchants an access to its application programming interfaces for developing software and solutions for commerce. Its Marketplace platforms include its online marketplace located at www.ebay.com, localized counterparts and the eBay mobile applications. Its StubHub platforms include its online ticket platform located at www.stubhub.com and the StubHub mobile applications. Its StubHub platforms provide customers with a place to purchase tickets to the games, concerts and theater shows and also enable owners to sell the tickets. Its Classifieds platforms offer online classifieds with a collection of brands, such as Mobile.de, Kijiji, Gumtree, Marktplaats, eBay Classifieds and others.
