UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 13, 2020
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Item 1.01. Entry into a Material Definitive Agreement.
Accelerated Share Repurchase Program
On February 13, 2020, eBay entered into a master confirmation (each a “Master ASR Confirmation”) and a supplemental confirmation (together with the related Master ASR Confirmation, an “ASR Agreement”), with each of Citibank, N.A., HSBC Bank USA, National Association, and Morgan Stanley & Co. LLC (each, an “ASR Counterparty”), as part of eBay’s share repurchase program. Under the ASR Agreements, eBay will pay an aggregate amount of $3 billion to the ASR Counterparties for an initial number of shares of the eBay’s common stock (the “Common Stock”) at the beginning of the transaction. The ultimate number of shares of Common Stock that eBay will repurchase under each ASR Agreement will be based on the average of the daily volume-weighted average prices of the Common Stock during the term of such ASR Agreement, less a discount. At final settlement, each ASR Counterparty may be required to deliver additional shares of Common Stock to eBay or, under certain circumstances, eBay may be required to make a cash payment or deliver shares of Common Stock to the applicable ASR Counterparty. Each ASR Agreement contains the principal terms and provisions governing the accelerated share repurchase, including, but not limited to, the mechanism used to determine the number of shares of Common Stock that will be delivered, the required timing of delivery of the shares, the circumstances under which adjustments may be made to the transactions, the circumstances under which the transactions may be terminated prior to their scheduled maturities and various acknowledgments, representations and warranties made by eBay and the applicable ASR Counterparty to one another.
Item 7.01. Regulation FD Disclosure.
On February 13, 2020, eBay Inc., a Delaware corporation (“eBay”) issued a press release announcing the completion of the previously announced sale of its StubHub business to PUG LLC, a Delaware limited liability company (“Purchaser”), pursuant to a Stock Purchase Agreement, dated November 24, 2019, by and among eBay, eBay International AG, Purchaser and, solely for the purposes set forth therein, Pugnacious Endeavors, Inc., a Delaware corporation. A copy of the press release, which is attached to this Current Report on Form 8-K as Exhibit 99.1, is hereby furnished pursuant to this Item 7.01.
The information in this Item 7.01 and Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be deemed subject to the requirements of amended Item 10 of Regulation S-K or incorporated by reference into any filing under the Securities Act of 1933, as amended, regardless of any general incorporation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K:
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: February 13, 2020 | /s/ Marc D. Rome | |
Name: Marc D. Rome | ||
Title: Vice President & Deputy General Counsel, Corporate & Assistant Secretary | ||