8-K

 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): March 11, 2019

MercadoLibre, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-33647	98-0212790
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Arias 3751, 7th Floor, Buenos Aires, Argentina C1430CRG

(Address of Principal Executive Offices) (Zip Code)

011-54-11-4640-8000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01 Regulation FD Disclosure

On March 11, 2019, MercadoLibre, Inc. (the “Company”, or “we”) issued a press release announcing the proposed public offering (the “Offering”) by the Company of $1 billion shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) pursuant to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on March 11, 2019. MercadoLibre also intends to grant the underwriters a 30-day option to purchase up to $150 million of additional shares of common stock. In addition, MercadoLibre announced that it has entered into an agreement pursuant to which PayPal has committed to make a $750 million strategic investment through the purchase of common stock. In a separate agreement, an affiliate of Dragoneer Investment Group has agreed to purchase $100 million of Series A convertible preferred stock. A copy of the press release is furnished as Exhibit 99.1.

This Current Report shall not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The information furnished with this Current Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated March 11, 2019

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated March 11, 2019

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.

	MercadoLibre, Inc.
Dated: March 11, 2019	By:	/s/ Pedro Arnt
	Name:	Pedro Arnt
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

Issued March 11, 2019

This free writing prospectus relates to the offering of common stock of MercadoLibre, Inc. and should be read together with the preliminary prospectus issued March 11, 2019 related to this offering (the “Preliminary Prospectus”) and the accompanying prospectus dated March 11, 2019, which may be accessed at http://www.sec.gov/.

The following information was released by press release by MercadoLibre, Inc.

MercadoLibre to Raise $1.85 Billion in Equity Offerings

The Company Announces a $1.85 Billion Equity Offering Including Investments from PayPal and Dragoneer

Buenos Aires, Mar. 11th, 2019 – MercadoLibre, Inc. (NASDAQ: MELI), Latin America’s leading e-commerce technology company, today announced that it intends to offer approximately US$1 billion of common stock. MercadoLibre also intends to grant the underwriters a 30-day option to purchase up to $150 million of additional shares of common stock.

In addition, MercadoLibre has entered into an agreement pursuant to which PayPal has committed to make a $750 million strategic investment through the purchase of common stock. In a separate agreement, an affiliate of Dragoneer Investment Group has agreed to purchase $100 million of Series A perpetual convertible preferred stock. The PayPal and Dragoneer investments are contingent upon the closing of the public offering and are expected to close at the same time or shortly after the public offering.

“Over the past 20 years, we have heavily invested in developing the preeminent e-commerce and FinTech ecosystem in Latin America,” said Marcos Galperin, CEO of Mercado Libre. “We are excited to welcome these investments which will allow us to significantly accelerate our growth. We look forward to accelerating our leadership in ecommerce and payments and foster financial inclusion in Latin America as a result of our alliance with a global leader in the industry such as PayPal.”

The company intends to use the proceeds to continue expanding its e-commerce platform, to strengthen its logistics infrastructure, and to invest in solutions that further solidify the company’s position as a powerful provider of inclusive end-to-end financial technology and payments solutions.

“Digital commerce in Latin America is experiencing tremendous growth and MercadoLibre is well-positioned for continued leadership,” said Dan Schulman, President and CEO, PayPal. “We’ve been impressed with the digital commerce and payments ecosystem Marcos and his team have built. We see great opportunities to integrate our respective capabilities to create unique and valuable payment experiences for our combined 500 million customers throughout the region and around the world.”

“Through its investments in FinTech, logistics, and customer experience, MercadoLibre is solidifying its leading market position in e-commerce and digital payments across Latin America, and we believe we are witnessing a major tipping point in the region,” said Marc Stad, Founder and Managing Partner of Dragoneer Investment Group, “We’ve known Marcos and his team for over a decade and are thrilled to partner with them through this high growth and transformative period.”

During 2018, MercadoLibre sold more than 334 million items, amounting to over US$12 billion of gross merchandise volume (GMV). Payment transactions on MercadoPago, its payments business unit, increased by 70% during 2018, totaling 389 million transactions and US$18 billion of total payment volume (TPV).

Goldman Sachs is acting as sole financial advisor to MercadoLibre on the PayPal and Dragoneer investments, and Cleary Gottlieb is serving as MercadoLibre’s legal advisor. Goldman Sachs, J.P. Morgan and Morgan Stanley are acting as joint bookrunners on the public equity offering.

About MercadoLibre

Founded in 1999, MercadoLibre is the leading e-commerce company in Latin America. Through its six integrated e-commerce platforms including MercadoLibre, MercadoPago and MercadoEnvíos, it offers technology solutions that enable companies and individuals to buy, sell, announce, send and pay for goods and services over the internet.

MercadoLibre serves millions of users, providing compelling technology-based solutions that democratize commerce and money, thus contributing to the development of a large and growing digital economy.

MercadoLibre, Inc. has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: (866) 471-2526 or email: prospectusny@ny.email.gs.com,  J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, email: prospectus-eq_fi@jpmchase.com or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.

MercadoLibre is among the top 50 most visited websites in the world in terms of page views, and it is the e-commerce platform with the most unique visitors in each country where it operates.

Forward-Looking Statements

Any statements herein regarding MercadoLibre, Inc. that are not historical or current facts are forward-looking statements. These forward-looking statements convey MercadoLibre, Inc.’s current expectations or forecasts of future events. Forward-looking statements regarding MercadoLibre, Inc. involve known and unknown risks, uncertainties and other factors that may cause MercadoLibre, Inc.’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors,” “Forward-Looking Statements” and “Cautionary Note Regarding Forward-Looking Statements” sections of MercadoLibre, Inc.’s annual report on Form 10-K for the year ended December 31, 2018, and any of MercadoLibre, Inc.’s other applicable filings with the Securities and Exchange Commission. Unless required by law, MercadoLibre, Inc. undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date hereof.

	MercadoLibre, Inc. Investor Relations
CONTACT:
	investor@mercadolibre.com http://investor.mercadolibre.com