UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On November 22, 2022, eBay Inc. (the “Company”) closed its sale of $1,150,000,000 aggregate principal amount of its senior unsecured notes, consisting of $425,000,000 aggregate principal amount of its 5.900% Notes due 2025 (the “2025 Notes”), $300,000,000 aggregate principal amount of its 5.950% Notes due 2027 (the “2027 Notes”) and $425,000,000 aggregate principal amount of its 6.300% Notes due 2032 (the “2032 Notes” and, together with the 2025 Notes and the 2027 Notes, the “Notes”) pursuant to an Underwriting Agreement (the “Underwriting Agreement”) dated November 7, 2022 among the Company and BofA Securities, Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC as representatives of the underwriters named therein. The Notes were issued and sold under the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-236491) and a related prospectus supplement and prospectus filed with the Securities and Exchange Commission and pursuant to an Indenture dated as of October 28, 2010 (the “Indenture”), as supplemented and amended by a Supplemental Indenture dated as of October 28, 2010 (the “Supplemental Indenture”), each between the Company and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee. The 2025 Notes, the 2027 Notes and the 2032 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 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 the Notes 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 the respective forms of the Notes of each series and the officers’ certificate related to the additional notes, which are filed or incorporated by reference, as the case may be, as Exhibits 1.1 and 4.1 through 4.6 hereto, and are incorporated herein by reference. In connection with the issuance of the Notes, Morrison & Foerster LLP provided the Company with the legal opinion attached hereto as Exhibit 5.1.
On November 7, 2022, 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.
| 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 thereunto duly authorized.
| eBay Inc. | |||
| Date: November 22, 2022 | By: | /s/ Marie Oh Huber | |
| Name: | Marie Oh Huber | ||
| Title: | Senior Vice President, Chief Legal Officer, General Counsel & Secretary | ||