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): January 6, 2021

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)

Pasaje Posta 4789, 6th floor, Buenos Aires, Argentina C1430EKG

(Address of Principal Executive Offices) (Zip Code)

+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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	MELI	Nasdaq Global Select Market

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 8.01.          Other Events.

On January 7, 2021, MercadoLibre, Inc. (“MercadoLibre” or the “Company”) issued a press release describing the Company’s entry into privately negotiated transactions to repurchase approximately $440 million principal amount of its outstanding 2.00% convertible senior notes due 2028 (the “2028 notes”) at a price based in part on the volume-weighted average price of MercadoLibre’s common stock during a price determination period following execution of the repurchase agreements (the “Transactions”). Calculated on the basis of the closing price of MercadoLibre’s common stock on January 6, 2021, the aggregate purchase price payable would have been approximately $1,589.2 million (though the actual price ultimately paid will depend on prevailing prices for MercadoLibre’s common stock during the pricing period and may be higher or lower).

The closing of the Transactions, which is anticipated to occur over a period ending on January 26, 2021, is conditioned upon the pricing of MercadoLibre’s previously announced offering for cash of guaranteed senior notes.  Following such closing, approximately $440 million principal amount of the 2028 notes will remain outstanding.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.          Financial Statements and Exhibits.

Exhibit 99.1. Press release dated January 7, 2021

Exhibit 104. The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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: January 7, 2021	By:	/s/ Pedro Arnt
	Name:	Pedro Arnt
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

MercadoLibre Announces Repurchase of $440 Million of its Convertible Senior Notes

BUENOS AIRES, Argentina, January 7, 2021 (GLOBE NEWSWIRE) — MercadoLibre, Inc. (Nasdaq: MELI) today announced that it has entered into privately negotiated transactions to repurchase approximately $440 million principal amount of its outstanding 2.00% convertible senior notes due 2028.  The closing of those transactions, which is anticipated to occur over a period ending on January 26, 2021, is conditioned upon the pricing of MercadoLibre’s previously announced offering for cash of guaranteed senior notes. Following such closing, approximately $440 million principal amount of the convertible notes will remain outstanding.

The aggregate repurchase price payable by MercadoLibre will be based  in part on the volume-weighted average price of MercadoLibre common stock during a price determination period following execution of the repurchase agreements. Calculated on the basis of the closing price of MercadoLibre’s common stock on January 6, 2021, the aggregate purchase price payable would have been approximately $1,589.2 million (though the actual price ultimately paid will depend on prevailing prices for MercadoLibre common stock during the pricing period and may be higher or lower). MercadoLibre anticipates that holders of the outstanding convertible notes that it is repurchasing will unwind their related hedge positions by buying MercadoLibre common stock during the price determination period. This activity could increase (or reduce the size of any decrease in) the market price of MercadoLibre's common stock during that period.

MercadoLibre has previously entered into capped call transactions with certain financial institutions in connection with the convertible notes. All of these transactions are expected to remain in effect notwithstanding the retirement of the repurchased convertible notes.

This press release shall not constitute an offer to sell or purchase, or a solicitation of an offer to purchase or sell, any securities.

About MercadoLibre, Inc.

Founded in 1999, MercadoLibre is the largest online commerce ecosystem in Latin America, serving as an integrated regional platform and as a provider of the necessary online and technology-based tools that allow businesses and individuals to trade products and services in the region. The Company enables commerce through its marketplace platform (including online classifieds for motor vehicles, services and real estate), which allows users to buy and sell in most of Latin America.

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 Statement Regarding Forward-Looking Statements” sections of MercadoLibre, Inc.’s annual report on Form 10-K for the year ended December 31, 2019, as amended by our Post-Effective Amendment No. 1 to Form 10-K, filed with the SEC on December 23, 2020, and quarterly reports on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020, and September 30, 2020, and any of MercadoLibre, Inc.’s other applicable filings with the SEC. 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.

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

XML

Document and Entity Information	Jan. 06, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 06, 2021
Entity Registrant Name	MercadoLibre, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33647
Entity Tax Identification Number	98-0212790
Entity Address, Address Line One	Pasaje Posta 4789, 6th floor
Entity Address, City or Town	Buenos Aires
Entity Address, Country	AR
Entity Address, Postal Zip Code	C1430EKG
City Area Code	54
Local Phone Number	11-4640-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001099590
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	MELI
Security Exchange Name	NASDAQ