UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On May 10, 2024, eBay Inc., a Delaware corporation (“eBay”), eBay International Holding GmbH, a wholly owned subsidiary of eBay incorporated under the laws of Switzerland (“eBay GmbH”), and eBay International Management B.V., a wholly owned subsidiary of eBay incorporated under the laws of the Netherlands (“eBay B.V.” and together with eBay and eBay GmbH, the “eBay Parties”), BCP Aurelia Luxco S.à r.l. incorporated under the laws of the Grand Duchy of Luxembourg (“HoldCo”), Aurelia UK Feederco Limited, a wholly owned subsidiary of HoldCo incorporated under the laws of England and Wales (the “Equity Investor”), Aurelia Netherlands TopCo B.V., a wholly owned subsidiary of the Equity Investor incorporated under the laws of the Netherlands (“TopCo”), Aurelia BidCo Norway AS, a wholly owned subsidiary of TopCo incorporated under the laws of Norway (“BidCo”) and Aurelia BidCo 1 Norway AS, a wholly owned subsidiary of BidCo incorporated under the laws of Norway (“BidCo 1”) entered into amendments (the “Amendments”) to the Bid Conduct Agreement dated as of November 21, 2023 and the Transaction Completion Agreement dated as of November 21, 2023.
Pursuant to the Amendments the eBay Parties have agreed, subject to certain terms and conditions, to (a) increase the number of shares of Adevinta ASA (“Adevinta”) sold to BidCo 1 to 227,115,592 shares in exchange for approximately $2.4 billion of cash (the “Sale”) and (b) to reduce the number of Adevinta shares transferred to TopCo to 177,115,591 shares in exchange for the issuance of new shares in TopCo (together with the Sale, the “Transactions”). When combined, the impact of the Amendments increases the cash expected to be received by eBay at the closing of the Transactions by approximately $270 million and reduces eBay's expected ownership in Adevinta from approximately 20% to approximately 18%.
The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments, respectively, which are attached hereto as Exhibit 2.1 and Exhibit 2.2 to this Current Report on Form 8-K and incorporated herein by reference in their entirety.
Cautions Regarding Forward-Looking Statements
Certain statements herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are often identified by words such as “anticipate,” “approximate,” “believe,” “commit,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “outlook,” “plan,” “project,” “potential,” “should,” “would,” “will” and other similar words or expressions. Such forward-looking statements reflect eBay’s current expectations or beliefs concerning future events and actual events may differ materially from historical results or current expectations. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of eBay. The forward-looking statements in this document address a variety of subjects including, for example, the closing of the Transactions and the potential benefits of the Transactions. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the possibility that the conditions to the Transactions are not satisfied on a timely basis or at all; the possibility that eBay may not fully realize the projected benefits of the Transactions; the possibility that the closing of the Transactions may not occur on the anticipated timeline or at all; business disruption during the pendency of or following the Transactions; diversion of management’s time on Transactions-related issues; the reaction of customers and other persons to the Transactions; and other events that could adversely impact the completion of the Transactions, including industry or economic conditions outside of eBay’s control. In addition, actual results are subject to other risks and uncertainties that relate more broadly to eBay’s overall business, including those more fully described in eBay’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 10-K for the fiscal year ended December 31, 2023 and subsequent quarterly reports on Form 10-Q. The forward-looking statements in this document speak only as of this date. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K:
| † | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished. |
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: May 10, 2024 | /s/ Molly Finn |
| Name: Molly Finn | |
| Title: Vice President & Deputy General Counsel, Corporate & Assistant Secretary |