|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/10/21 Ebay Inc. 8-K:8,9 5/10/21 14:865K 2ENGAGE/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 35K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 158K 3: EX-4.3 Instrument Defining the Rights of Security Holders HTML 194K 4: EX-5.1 Opinion of Counsel re: Legality HTML 18K 5: EX-99.1 Miscellaneous Exhibit HTML 15K 10: R1 Cover HTML 48K 12: XML IDEA XML File -- Filing Summary XML 13K 9: XML XBRL Instance -- e21349_ebay-8k_htm XML 15K 11: EXCEL IDEA Workbook of Financial Reports XLSX 6K 7: EX-101.LAB XBRL Labels -- ebay-20210510_lab XML 98K 8: EX-101.PRE XBRL Presentations -- ebay-20210510_pre XML 65K 6: EX-101.SCH XBRL Schema -- ebay-20210510 XSD 13K 13: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 14: ZIP XBRL Zipped Folder -- 0001552781-21-000393-xbrl Zip 103K
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i May 10, 2021
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-37713 | i 77-0430924 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
i San Jose, i California i 95125
(Address of principal executive offices)
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of exchange on which registered | ||
| i Common stock |
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).
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. ☐
C:
| Item 8.01. | Other Events. |
On May 10, 2021, eBay Inc. (the “Company”) closed its sale of $2,500,000,000 aggregate principal amount of its senior unsecured notes, consisting of $750,000,000 aggregate principal amount of its 1.400% Notes due 2026 (the “2026 Notes”), $750,000,000 aggregate principal amount of its 2.600% Notes due 2031 (the “2031 Notes”) and $1,000,000,000 aggregate principal amount of its 3.650% Notes due 2051 (the “2051 Notes” and, together with the 2026 Notes and the 2031 Notes, the “Notes”) pursuant to an Underwriting Agreement (the “Underwriting Agreement”) dated May 3, 2021 among the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and HSBC Securities (USA) Inc., 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 Wells Fargo Bank, National Association, as trustee. The 2026 Notes, the 2031 Notes and the 2051 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 May 3, 2021, 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:
C:
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: May 10, 2021 | By: | /s/ Marc D. Rome | |
| Name: | Marc D. Rome | ||
| Title: | Vice President & Deputy General Counsel, Corporate & Assistant Secretary | ||
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 5/10/21 | 4 | ||
| 5/3/21 | 424B5, FWP | |||
| 10/28/10 | 4, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 eBay Inc. 10-K 12/31/23 150:17M 2/23/23 eBay Inc. 10-K 12/31/22 148:18M 2/24/22 eBay Inc. 10-K 12/31/21 142:19M |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/28/10 eBay Inc. 8-K:8,9 10/21/10 6:747K Donnelley … Solutions/FA |