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EBAY INC 8-K Report, Material Agreement (Nov 21, 2023)

Reports
Material Agreements·Regulation FD·Exhibits & Filings
Filing Date
Filed November 21, 2023
Period End
November 21, 2023
Security
EBAY
In the record · 2016–202610-K1710-Q338-K128

EBAY filed 17 annual reports (10-K), 33 quarterly reports (10-Q) and 128 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Mar ’20Mar ’20
  2. Leadership change8-K · Mar ’22Mar ’22
  3. Leadership change8-K · Mar ’26Mar ’26

01—Abstract

Summary

Summary of the 8-K filed November 21, 2023. Cited figures are marked; the original filing is the authoritative source.

eBay Inc. has entered into definitive agreements to sell a significant portion of its stake in Adevinta ASA, a publicly traded company.

The transactions involve selling approximately 202.1 million shares of Adevinta to BidCo 1 for approximately $2.2 billiona and rolling over another block of shares into TopCo in exchange for new shares in TopCo. These transactions are tied to a voluntary public offer by the BidCo Group to acquire Adevinta, with eBay's participation contingent on the BidCo Group acquiring over 90% of Adevinta's shares and obtaining necessary regulatory approvals. An additional element includes an option for the Equity Investor to purchase TopCo shares from eBay, which could result in eBay's ownership in TopCo decreasing to approximately 9.99% and generate further proceeds exceeding $1 billion.

While the immediate cash proceeds from the sale are substantial, investors should note the contingent nature of the full transaction and potential future dilution or additional capital realization based on the exercise of the Equity Investor's option. The filing also includes cautionary statements regarding forward-looking statements and potential risks affecting the completion and benefits of these transactions.

02—Key points

Key Highlights

  1. eBay is selling approximately 202.1 million shares of Adevinta ASA for approximately $2.2 billion.
  2. The sale is part of a larger voluntary public offer by the BidCo Group to acquire Adevinta.
  3. eBay's participation is conditional on the BidCo Group acquiring over 90% of Adevinta's shares and receiving regulatory approvals.
  4. eBay will also transfer shares to TopCo in exchange for new TopCo shares (rollover transaction).
  5. There is a potential for eBay to receive over $1 billion in additional proceeds if the Equity Investor exercises an option to purchase TopCo shares from eBay.
  6. This option could reduce eBay's ownership in TopCo to approximately 9.99% post-transaction.
  7. The transactions are subject to customary closing conditions and potential risks outlined in the filing.

03—Questions

Frequently Asked Questions

  1. What is eBay selling and for how much?

    eBay is selling approximately 202,115,592 shares of Adevinta ASA for approximately $2.2 billion. Additionally, eBay is transferring 202,115,591 shares of Adevinta to TopCo in exchange for new shares in TopCo.

  2. What are the conditions for the sale to be completed?

    The sale is subject to the fulfillment of several conditions, including the BidCo Group successfully acquiring over 90% of Adevinta's issued and outstanding share capital and voting rights (Minimum Condition) through their voluntary public offer, and the receipt of required regulatory approvals. The transactions are expected to be completed simultaneously with the completion of the Offer.

  3. What is the potential additional proceeds eBay could receive?

    The Equity Investor has a right, for six months after completion, to purchase TopCo shares from eBay. If exercised, this could result in additional proceeds for eBay exceeding $1 billion, based on the purchase price paid in the primary sale.

  4. How might eBay's ownership in TopCo change?

    If the Equity Investor exercises its option to purchase TopCo shares from eBay, eBay's ownership in TopCo would be reduced to approximately 9.99%.

04—Continue

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