As filed with
the Securities and Exchange Commission on February 24, 2023
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
eBay Inc.
(Exact name of registrant as specified in its charter)
Delaware |
77-0430924 |
(State
or other jurisdiction
of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
2025
Hamilton Avenue
San Jose, CA 95125
(408) 376-7108 |
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Marie
Oh Huber
Senior Vice President, Chief Legal Officer, General Counsel and Secretary
eBay
Inc.
2025 Hamilton Avenue
San Jose, CA 95125
(408) 376-7108
(Name, address,
including zip code, and telephone number, including area code, of agent for service)
With a copy
to:
Scott Lesmes
John Hensley
Morrison & Foerster LLP
2100 L Street, NW, Suite 900
Washington, DC 20037
(202) 887-1500
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the
only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. o
If any
of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. x
If this
form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering. o
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this
form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this
form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
x |
|
|
Accelerated
filer |
o |
Non-accelerated
filer |
o |
|
|
Smaller
reporting company |
o |
|
|
|
|
Emerging
growth company |
o |
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 Section 7(a)(2)(B) of the Securities Act. ☐
PROSPECTUS
eBay
Inc.
Debt
Securities, Common Stock, Preferred Stock, Warrants, Depositary Shares, Purchase Contracts and Units of any or all of the following
We may
offer and sell our debt securities, common stock, preferred stock, warrants, depositary shares or purchase contracts, as well
as units that include any of these securities, from time to time in one or more offerings. These securities may, if applicable,
be convertible into, or exercisable or exchangeable for, other securities described in this prospectus. This prospectus provides
you with a general description of the securities that we may offer.
We will
provide specific terms of any securities we offer, and the manner in which they are being offered, in supplements to this prospectus,
which we refer to as “prospectus supplements.” You should read this prospectus, the documents incorporated and deemed
to be incorporated by reference herein, the applicable prospectus supplement and any related free writing prospectus carefully
before you invest.
We may
offer and sell any of the securities described in this prospectus to or through one or more underwriters, dealers and agents,
or directly to purchasers, on an immediate, continuous or delayed basis. If any agents or underwriters are involved in the sale
of any of these securities, their names, and any applicable purchase price, commission or discount arrangement between us and
them, will be set forth, or will be calculable from the information set forth, in the applicable prospectus supplement. None of
these securities may be sold without delivery of a prospectus supplement describing the method and terms of the offering of those
securities.
Our common stock
is listed on The Nasdaq Global Select Market under the ticker symbol “EBAY.” On February 23, 2023, the last reported
sale price of our common stock on The Nasdaq Global Select Market was $45.35 per share.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the
heading “Risk Factors” on page 3 of this prospectus and under similar headings in the documents that are incorporated
or deemed to be incorporated by reference into this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this
prospectus is February 24, 2023.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus
is part of a “shelf” registration statement that we have filed with the Securities and Exchange Commission (the “SEC”).
By using a shelf registration statement, we may sell one or more classes or series of the securities described in this prospectus
from time to time in one or more offerings. This prospectus provides you with a general description of some of the terms of the
securities we may offer. Each time we sell any securities, we will provide you with a supplement to this prospectus that describes
the terms of that offering and the securities being offered. In addition, each prospectus supplement and any related free writing
prospectus may also add, update or change information contained in this prospectus or any document incorporated or deemed to be
incorporated by reference herein and, accordingly, any statement in this prospectus or in any document incorporated or deemed
to be incorporated by reference herein will be deemed modified or superseded to the extent that any statement contained in the
applicable prospectus supplement or any related free writing prospectus modifies or supersedes that statement. We urge you to
read carefully this prospectus, the applicable prospectus supplement and any related free writing prospectus, together with the
documents incorporated and deemed to be incorporated by reference in this prospectus as described under the heading “Where
You Can Find More Information,” before deciding whether to invest in any of the securities being offered.
The distribution
of this prospectus, the applicable prospectus supplement and any related free writing prospectus and the offering of the securities
in certain jurisdictions may be restricted by law. Persons into whose possession this prospectus, the applicable prospectus supplement
and any related free writing prospectus come should inform themselves about and observe any such restrictions. No action has been
or will be taken by us or by any underwriter, agent or dealer involved in the distribution of any securities that would permit
a public offering of the securities or the possession or distribution of this prospectus or any related prospectus supplement
or free writing prospectus in any jurisdiction where action for that purpose is required, other than the United States. Neither
this prospectus nor any related prospectus supplement or free writing prospectus constitutes, and none of the foregoing may be
used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized
or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to
make such offer or solicitation.
You should
rely only on the information contained and incorporated and deemed to be incorporated by reference in this prospectus, the applicable
prospectus supplement and any related free writing prospectus. We have not authorized any person to provide you with different
or inconsistent information. If anyone provides you with different or inconsistent information, you should not rely on it. We
are not, and any underwriters, agents or dealers involved in the distribution of any securities will not be, making an offer to
sell these securities or soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
You should assume that the information appearing in this prospectus, the documents incorporated and deemed to be incorporated
by reference herein, the applicable prospectus supplement and any related free writing prospectus is accurate only as of the respective
dates of those documents. Our business, financial condition, results of operations and prospects may have changed since those
dates.
This prospectus,
the documents incorporated and deemed to be incorporated by reference herein, any prospectus supplement and any related free writing
prospectus include or may include trademarks, service marks and trade names owned by us or others. All trademarks, service marks
and trade names included in this prospectus, the documents incorporated and deemed to be incorporated by reference herein, any
prospectus supplement and any related free writing prospectus are the property of their respective owners.
Unless
we otherwise specify or the context otherwise requires, references in this prospectus to “we,” “us,” “our”
or “eBay” refer to the current Delaware corporation (eBay Inc.) and its California predecessor, as well as all of
our consolidated subsidiaries; and references in this prospectus to “eBay Inc.” refer to eBay Inc. excluding
its subsidiaries.
EBAY
INC.
The
following highlights information contained elsewhere in this prospectus or contained in documents incorporated or deemed to be
incorporated by reference herein and does not contain all of the information that you should consider in your evaluation of an
investment in our securities. You should read carefully this prospectus, including the information set forth under the heading
“Risk Factors,” the documents incorporated and deemed to be incorporated by reference in this prospectus, the related
prospectus supplement and any related free writing prospectus in their entirety before making an investment decision.
eBay Inc. was
formed as a sole proprietorship in September 1995 and was incorporated in California in May 1996. In April 1998, we reincorporated
in Delaware, and in September 1998, we completed the initial public offering of our common stock.
eBay is a global
commerce leader through our Marketplace platforms which connect millions of buyers and sellers in more than 190 markets around
the world. The platforms include our online marketplace located at www.ebay.com and its localized counterparts, including an off-platform
business in Japan, as well as eBay’s suite of mobile apps. Our Marketplace platforms are accessible through an online experience
(e.g. desktop and laptop computers), iOS and Android mobile devices (e.g. smartphones and tablets) and our application programming
interfaces (“APIs,” platform access for third party software developers).
Our principal
executive offices are located at 2025 Hamilton Avenue, San Jose, California 95125 and our telephone number is (408) 376-7108.
Our internet address is www.ebay.com. Our investor relations website is located at https://investors.ebayinc.com. The information
contained in, or that can be accessed through, any of our websites is not part of this prospectus, the registration statement
of which this prospectus is a part, any document incorporated or deemed to be incorporated by reference herein, any prospectus
supplement or any related free writing prospectus.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before you decide to invest in our securities, you should consider carefully
the risks and uncertainties set forth under the caption “Risk Factors” in our most recent Annual Report on Form 10-K
and our subsequent Quarterly Reports on Form 10-Q, if any, which are incorporated or deemed to be incorporated by reference in
this prospectus and may be obtained as described under “Where You Can Find More Information,” and any risk factors
that may be set forth in the applicable prospectus supplement, any related free writing prospectus and any other documents that
are incorporated or deemed to be incorporated by reference herein, as well as the other information contained in this prospectus,
the documents incorporated and deemed to be incorporated by reference herein, the applicable prospectus supplement and any related
free writing prospectus. Each of these risks could have a material adverse effect on our business, results of operations and financial
condition and the occurrence of any of these risks might cause you to lose all or part of your investment in our securities. In
addition, the information contained in this prospectus, the applicable prospectus supplement, any related free writing prospectus
and the documents incorporated and deemed to be incorporated by reference in this prospectus include forward-looking statements
that involve risks and uncertainties. We refer you to the “Forward-Looking Statements” section of this prospectus,
as well as the “Forward-Looking Statements” or other comparable sections in the applicable prospectus supplement,
any related free writing prospectus and the documents incorporated and deemed to be incorporated by reference in this prospectus,
for information regarding some of the risks and uncertainties inherent in forward-looking statements. Our actual results could
differ materially from those expressed in or implied by the forward-looking statements as a result of many factors, including
the risks described under the caption “Risk Factors” in the documents referred to above and the risks described elsewhere
in this prospectus, the applicable prospectus supplement, any related free writing prospectus and the documents incorporated and
deemed to incorporated by reference in this prospectus.
FORWARD-LOOKING
STATEMENTS
This prospectus
and the documents incorporated and deemed to be incorporated by reference herein contain, and any prospectus supplement and related
free writing prospectus may contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,
as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), including statements that involve expectations, plans or intentions (such as those relating to future business, future
results of operations or financial condition, including with respect to the effects of COVID-19, impacts from the ongoing war
in Ukraine, new or planned features or services, or management strategies, including our portfolio review). All statements, other
than statements of historical fact, included or incorporated by reference in this prospectus, any prospectus supplement or related
free writing prospectus, including statements that involve expectations, plans or intentions, are forward-looking statements.
You can identify these forward-looking statements by words such as “may,” “will,” “would,”
“should,” “could,” “expect,” “anticipate,” “believe,” “estimate,”
“intend,” “plan” and other similar expressions. These forward-looking statements may include, but are
not limited to, statements regarding the future performance of eBay Inc. and its consolidated subsidiaries, including future results
of operations, financial condition, efficiencies, margins, reinvestments, dividends, share repurchases and timing of announcements
regarding our strategic portfolio review. We have based these forward-looking statements on our expectations, forecasts and assumptions
about future conditions, events and results at the respective dates of the documents in which they appear. These forward-looking
statements involve risks and uncertainties and actual results could differ materially from those expressed, predicted or implied
in these forward-looking statements. Such risks and uncertainties include, among others, those discussed in the sections entitled
“Risk Factors” in this prospectus, in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports
on Form 10-Q, which are incorporated and deemed to be incorporated by reference in this prospectus and may be obtained as described
below under “Where You Can Find More Information,” and, if applicable, in the applicable prospectus supplement and
any related free writing prospectus, as well as the risks and uncertainties discussed in our consolidated financial statements,
related notes and the other information included in this prospectus, the applicable prospectus supplement, any related free writing
prospectus and the documents incorporated and deemed to be incorporated by reference herein. Reported results should not be considered
as an indication of future performance.
Other
factors that could cause or contribute to our actual results differing materially from those expressed, predicted or implied in
forward-looking statements include, but are not limited to: changes in political, business and economic conditions, any regional or
general economic downturn or crisis and any conditions that affect ecommerce growth or cross-border trade; our need to realize
growth opportunities in payments intermediation and advertising; the outcome of the strategic portfolio reviews;
fluctuations in foreign currency exchange rates; our need to successfully react to the increasing importance of mobile commerce
and the increasing social aspect of commerce; an increasingly competitive environment for our business; changes to our
capital allocation, including the timing, declaration, amount and payment of any future dividends or levels of our share
repurchases, or management of operating cash; our ability to increase operating efficiency to drive margin improvements and
enable reinvestments; our need to manage our indebtedness, including managing exposure to interest rates and maintaining our
credit ratings; our need to manage an increasingly large enterprise with a broad range of businesses of varying degrees of
maturity and in many different geographies; the ability to successfully intermediate payments on our Marketplace
platforms; our need and ability to manage regulatory, tax, data security and litigation risks; the ultimate resolution of
ongoing investigations and other legal matters involving us; our ability to timely upgrade and develop our technology systems,
infrastructure and customer service capabilities at reasonable cost while maintaining site stability and performance and adding new
products and features; and our ability to integrate, manage and grow businesses that have been acquired or may be acquired in
the future.
These
forward-looking statements speak only as of the respective dates of the documents in which they appear. We do not intend, and
undertake no obligation, to update any such forward-looking statements to reflect actual results or future results or circumstances.
Given these risks and uncertainties, you are cautioned not to place undue reliance on any forward-looking statements contained
in this prospectus, any documents incorporated or deemed to be incorporated by reference herein, any prospectus supplement or
any free writing prospectus.
USE
OF PROCEEDS
Except
as described in any applicable prospectus supplement or in any related free writing prospectus, we anticipate using the net proceeds
we receive from the sale of our securities described in this prospectus for general corporate purposes, which may include working
capital, acquisitions, capital expenditures, repayment of indebtedness and repurchases of our common stock.
DESCRIPTION
OF DEBT SECURITIES
This prospectus
describes certain general terms and provisions of our debt securities and the related indenture (as such terms are defined below).
When we offer to sell a particular series of debt securities, we will describe the specific terms of that series in a supplement
to this prospectus and, if applicable, one or more free writing prospectuses relating to such series and such description will
supplement and, to the extent inconsistent with any portion of the description of our debt securities and the indenture contained
in this prospectus, supersede the applicable portion of the description contained in this prospectus.
The debt securities
(the “debt securities”) will be issued under the form of the indenture filed as an exhibit to the registration statement
of which this prospectus is a part (the “indenture”), between us and Deutsche Bank Trust Company Americas, as trustee
(the “trustee”). We have described some of the provisions of the indenture and the debt securities below. This description
is not complete and is subject to, and qualified in its entirety by reference to, the indenture, which has been filed or incorporated
by reference as an exhibit to the registration statement of which this prospectus is a part, and the respective forms of the debt securities
of each series, which will be filed as exhibits to such registration statement or to documents incorporated or deemed to be incorporated
by reference in this prospectus, all of which may be obtained as described under “Where You Can Find More Information.” You
should read the indenture and the applicable form of debt security for a complete statement of the provisions described in this prospectus
and for other provisions that may be important to you. The indenture is subject to and governed by the Trust Indenture Act of 1939, as
amended. In the following description, we have included references to some of the section numbers of the base indenture and the supplemental
indenture so that you can easily locate those provisions.
References
in this section to “eBay,” “eBay Inc.,” “we,” “our” and “us” and similar
references mean eBay Inc. excluding, unless the context otherwise requires or otherwise expressly stated, its subsidiaries.
General
The terms
of each series of debt securities will be established by or pursuant to a resolution of our board of directors or a committee
thereof, and set forth or determined in the manner provided in a resolution of our board of directors or a committee thereof,
an officers’ certificate or a supplemental indenture. (Section 2.2 of the base indenture)
An unlimited
aggregate principal amount of debt securities may be issued under the indenture. We may issue debt securities under the indenture
from time to time in one or more series with the same or various maturities, interest rates, public offering prices and other
terms and provisions. We need not issue all debt securities of one series at the same time. In addition, unless otherwise provided
in the applicable prospectus supplement, we may, without the consent of the holders or beneficial owners of the debt securities
of any series, reopen a series of debt securities and issue additional debt securities of that series from time to time. Any such
additional debt securities of any series, together with the debt securities of that series previously issued, will constitute
a single series of debt securities under the indenture. We will set forth in a prospectus supplement and, if applicable, one or
more free writing prospectuses relating to any series of debt securities being offered, the aggregate principal amount and other
terms of the debt securities of that series, which may include the following, if applicable:
| · | the
title of the debt securities of that series; |
| · | the
price or prices at which the debt securities of that series will be offered to the public; |
| · | any
limit on the aggregate principal amount of the debt securities of that series; |
| · | the
date or dates on which we will pay the principal of the debt securities of that series; |
| · | the
rate or rates (which may be fixed or variable) or the method used to determine the rate
or rates at which the debt securities of that series will bear interest, if any;
the date or dates from which interest, if any, will accrue; the date or dates on
which interest, if any, will be payable; and any regular record date for the interest
payable on any interest payment date; |
| · | our
right, if any, to defer payment of interest, if any, on the debt securities of that series
and the length of any deferral period; |
| · | the
terms and conditions upon which we may redeem the debt securities of that series; |
| · | any
obligation we may have to redeem or repurchase the debt securities of that series pursuant
to any sinking fund or analogous provisions or at the option of the holders of debt securities
of that series; |
| · | the
denominations in which the debt securities of that series will be issued, if other than
denominations of $2,000 and integral multiples of $1,000 in excess thereof; |
| · | the
portion of principal amount of the debt securities of that series payable upon acceleration
of the maturity thereof, if other than the entire principal amount; |
| · | the
currency of denomination of the debt securities of that series, if other than U.S. dollars; |
| · | the
currency or currencies in which payment of principal of and premium and interest, if
any, on the debt securities of that series will be made, if other than U.S. dollars; |
| · | if
payments of principal of or premium or interest, if any, on the debt securities of that
series will be made in one or more currencies, other than that or those in which the
debt securities of that series are denominated, the manner in which the currency exchange
rate with respect to those payments will be determined; |
| · | the
manner in which the amounts of payments of principal of or premium or interest, if any,
on the debt securities of that series will be determined, if those amounts may be determined
by reference to an index based on a currency or currencies or by reference to a commodity,
commodity index, stock exchange index or other index; |
| · | any
provisions relating to any collateral provided as security for the payment of the debt
securities of that series; |
| · | any
additions to or changes in the events of default described in this prospectus or in the
indenture with respect to the debt securities of that series; |
| · | any
provisions for the conversion of the debt securities of that series into, or the exchange
of the debt securities of that series for, other securities (including, without limitation,
other securities described in this prospectus) or property; |
| · | any
additions to or changes in the covenants described in this prospectus or in the indenture
with respect to the debt securities of that series; and |
| · | any
other terms of the debt securities of that series, which may supplement, modify or delete
any provision of the indenture as it applies to that series. (Section 2.2 of the base
indenture) |
Without
limitation to the foregoing, the terms of the debt securities of any series described in a prospectus supplement or free writing
prospectus may modify, supplement or supersede any of the terms of the debt securities or the indenture described in this prospectus.
Unless
otherwise stated in the applicable prospectus supplement, interest on the debt securities of each series will be computed on the
basis of a 360-day year comprised of twelve 30-day months.
In addition,
the indenture will allow us to issue subordinated debt securities, which may include senior subordinated debt securities, subordinated
debt securities, junior subordinated debt securities and subordinated debt securities with any other ranking. Any subordination
provisions of a particular series of debt securities will be described in the relevant prospectus supplement. We may issue debt
securities (which we refer to as “discount securities”) that provide for an amount less than their stated principal
amount to be due and payable upon acceleration of their maturity pursuant to the terms of the indenture. We will provide you with
information on the U.S. federal income tax considerations applicable to any such discount securities in the applicable prospectus
supplement.
Ranking
Unless
otherwise specified in the prospectus supplement relating to a particular series of debt securities, the debt securities of each
series will be our unsecured and unsubordinated obligations and will rank equally in right of payment with all of our other existing
and future unsecured and unsubordinated indebtedness. The debt securities of each series will be effectively subordinated in right
of payment to all of our secured indebtedness, if any, to the extent of the value of the collateral securing that indebtedness
and will be effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of our
subsidiaries, which are separate legal entities having no contractual obligation to pay any amounts due pursuant to the debt securities
or to make funds available for such purpose.
Form; Transfer and
Exchange
Unless
otherwise indicated in the applicable prospectus supplement:
| · | the
debt securities of each series will be issued in fully registered form without coupons
and in the form of one or more global debt securities (“global securities”)
registered in the name of The Depository Trust Company (“DTC”) or its nominee,
and |
| · | investors
will not be entitled to receive debt securities of such series in definitive certificated
form (“certificated securities”) or to have debt securities of such series
registered in their names except under the limited circumstances described below under
“Book-Entry Form and Transfer.” |
For additional
information concerning global securities, see “Book-Entry Form and Transfer” below.
Debt securities
may be surrendered for registration of transfer or exchange at any office we maintain for this purpose in accordance with the
terms of the indenture. No service charge will be made for any transfer or exchange of debt securities (except as otherwise expressly
provided by the indenture), but we may (subject to limited exceptions) require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with a transfer or exchange. (Section 2.7 of the base indenture)
The indenture
provides that neither we nor any registrar for the debt securities will be required (a) to issue, register the transfer of or
exchange debt securities of any series during the period beginning at the opening of business 15 days preceding the giving of
a notice of redemption of debt securities of that series and ending at the close of business on the day such notice is given,
or (b) to register the transfer of or exchange debt securities (or portions thereof) selected, called or being called for redemption
or, if applicable, surrendered for repurchase by us at the option of the holder, except any portion thereof not so selected, called
or being called or so surrendered. (Section 2.7 of the base indenture)
The indenture
provides that, prior to due presentment of a debt security for registration of transfer, we, the trustee and any agent of ours
or the trustee may treat the person in whose name such debt security is registered in the register maintained for that purpose
as the owner of such debt security for the purpose of receiving payment of the principal of and premium and interest, if any,
on such debt security and for all other purposes whatsoever, whether or not any payment with respect to such debt security shall
be overdue, and neither we, the trustee nor any agent of ours or the trustee shall be affected by notice to the contrary. (Section
2.16 of the base indenture)
No Sinking Fund or Protection
In the Event of a Change of Control
Unless
otherwise stated in the prospectus supplement relating to a particular series of debt securities, the debt securities will not
be entitled to the benefit of any sinking fund, will not be subject to repurchase by us at the option of the holders prior to
maturity and, except to the limited extent described under “Covenants—Consolidation, Merger and Sale of Assets”
below, will not be entitled to the benefit of any provisions which are intended to protect holders of debt securities in the event
of a change of control of eBay or a highly leveraged transaction (whether or not related to a change in control) involving eBay.
Covenants
The following
covenants will apply to the debt securities of each series unless otherwise expressly stated in the applicable prospectus supplement.
Limitation on
Liens
In the
indenture, we covenant and agree, for the benefit of the holders of the debt securities of each series, that we will not, nor
will we permit any Significant Subsidiary to, issue, incur, create, assume or guarantee any debt for borrowed money (including
debt for borrowed money evidenced by bonds, debentures, notes or similar instruments) (collectively, “Debt”) secured
by a mortgage, deed of trust, security interest, pledge, lien, charge or similar encumbrance (each, a “Lien”) upon
any Principal Property, shares of Capital Stock of any Significant Subsidiary or intercompany Debt owed by any Significant Subsidiary
to us or any of our other Subsidiaries (“Intercompany Debt”) (whether such Principal Property, shares of Capital Stock
or Intercompany Debt is existing or owed on the date the debt securities of such series are first issued or thereafter created
or acquired), without in any such case effectively providing, substantially concurrently with or prior to the issuance, incurrence,
creation, assumption or guarantee of any such secured Debt or the grant of such Lien securing any such secured Debt, that the
debt securities of such series (together with, if we shall so determine, any other indebtedness or other obligations (including,
without limitation, debt securities of other series issued under the indenture) of or guarantees by us or any Significant Subsidiary
ranking equally in right of payment with the debt securities of such series or any such guarantee) shall be secured equally and
ratably with (or, at our option, prior to) such secured Debt (but only so long as such secured Debt is so secured). The foregoing
restriction, however, will not apply to any of the following:
(1) Liens
on property, Capital Stock, Debt or other assets of any person existing at the time such person becomes a Subsidiary of ours,
provided that such Liens are not incurred in anticipation of such person becoming a Subsidiary of ours and do not extend
to any assets other than those of such person;
(2) Liens
on property, Capital Stock, Debt or other assets existing at the time of acquisition thereof (including, without limitation, by
merger, consolidation or acquisition of Capital Stock) by us or a Subsidiary of ours, or Liens thereon to secure the payment of
all or any part of the purchase price thereof, or Liens on property, Capital Stock, Debt or other assets to secure any Debt incurred
prior to, at the time of, or within 18 months after, the latest of the acquisition (including, without limitation, by merger,
consolidation or acquisition of Capital Stock) thereof or, in the case of property, the completion of construction, the completion
of improvements or the commencement of substantial commercial operation of such property for the purpose of financing all or any
part of the purchase price thereof, such construction or the making of such improvements, as the case may be;
(3) Liens
in favor of, or which secure Debt owing to, us or any of our Subsidiaries;
(4) Liens
existing on the date the debt securities of such series were first issued;
(5) Liens
on property of a person existing at the time such person is merged with or into, or consolidated with, us or a Subsidiary of ours
or otherwise acquired by us or a Subsidiary of ours or at the time of a sale, lease or other disposition of the properties of
any person as an entirety or substantially as an entirety to us or a Subsidiary of ours, provided that such Liens were
not incurred in anticipation of such merger, consolidation, sale, lease or other disposition and do not extend to any assets other
than those of the person merged with or into, or consolidated with, us or a Subsidiary of ours or such property sold, leased or
disposed of;
(6) Liens
in favor of the United States of America or any state, territory or possession thereof (or the District of Columbia), or any department,
agency, instrumentality or political subdivision of the United States of America or any state, territory or possession thereof
(or the District of Columbia), to secure partial, progress, advance or other payments pursuant to any contract or statute or to
secure any Debt incurred for the purpose of financing all or any part of the purchase price of or the cost of constructing or
improving the property subject to such Liens;
(7) Liens
securing the debt securities of such series;
(8) Liens
created in connection with a project financed with, or created to secure, Non-recourse Obligations;
(9) Liens
to secure bonds, notes, debentures or similar instruments on which the interest is exempt from federal income tax; and
(10) extensions,
renewals, refinancings or replacements (in whole or in part) of any Liens or Debt which is secured by Liens that were permitted
to be incurred by the indenture; provided, however, that (a) the principal or accreted amount of any Debt of
ours or any of our Significant Subsidiaries secured by such Lien immediately after such extension, renewal, refinancing or replacement
shall not exceed the sum of the principal or accreted amount, as the case may be, of any Debt of ours or any of our Significant
Subsidiaries so secured immediately prior to such extension, renewal, refinancing or replacement plus any costs and expenses (including,
without limitation, any fees, premiums and penalties) related to such extension, renewal, refinancing or replacement and (b) such
extension, renewal, refinancing or replacement Liens are limited to all or part of the same Principal Property (and any improvements
thereon), shares of Capital Stock of any Significant Subsidiary or Intercompany Debt which secured any Debt of ours or any of
our Significant Subsidiaries immediately prior to such extension, renewal, refinancing or replacement.
Notwithstanding
the foregoing, we and our Significant Subsidiaries may, without securing the debt securities of such series or any other debt
securities issued under the indenture, issue, incur, create, assume or guarantee Debt secured by any Liens which would otherwise
be subject to the restrictions set forth in the immediately preceding paragraph if, immediately after giving effect thereto and,
if applicable, to the application of any proceeds therefrom to repay Debt on a pro forma basis, our Aggregate Debt does not exceed
the greater of (1) 20% of our Consolidated Net Tangible Assets, determined as of the date of such issuance, incurrence, creation,
assumption or guarantee, and (2) $500 million. (Section 4.1 of the supplemental indenture)
Limitation on
Sale and Lease-Back Transactions
In the
indenture, we covenant and agree, for the benefit of the holders of the debt securities of each series, that we will not, nor
will we permit any Significant Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any Principal Property,
unless:
(1) such
Sale and Lease-Back Transaction involves a lease for a term of not more than three years;
(2) such
Sale and Lease-Back Transaction is between us and one of our Subsidiaries or between any Subsidiaries of ours;
(3) we
or such Significant Subsidiary would be entitled, at the time of such Sale and Lease-Back Transaction, to incur Debt secured by
a Lien on the Principal Property involved in such Sale and Lease-Back Transaction at least equal in amount to the Attributable
Debt with respect to such Sale and Lease-Back Transaction, without equally and ratably securing the debt securities of such series,
pursuant to the first paragraph under “— Limitation on Liens” above;
(4) we
or any of our Subsidiaries applies an amount equal to the net proceeds of such Sale and Lease-Back Transaction within 365 days
after such Sale and Lease-Back Transaction to any of (or a combination of) (i) the prepayment or retirement of the debt securities
of such series, (ii) the prepayment or retirement of other bonds, notes, debentures or similar instruments (including, without
limitation, debt securities of any other series issued under the indenture) or Debt of ours or a Subsidiary of ours (other than
bonds, notes, debentures, similar instruments or Debt of ours that is by its terms subordinated in right of payment to the debt
securities of such series) that by its terms matures more than 12 months after its creation or (iii) the purchase, construction,
development, expansion or improvement of properties or facilities that are used in or useful to our business or the business of
any of our Subsidiaries; or
(5) such
Sale and Lease-Back Transaction was entered into on or prior to the date the debt securities of such series were first issued.
Notwithstanding
the foregoing, we and our Significant Subsidiaries may, without securing the debt securities of such series or any other debt
securities issued under the indenture, enter into a Sale and Lease-Back Transaction which would otherwise be subject to the restrictions
set forth in the immediately preceding paragraph if, immediately after giving effect thereto and, if applicable, to the application
of any proceeds therefrom to repay Debt on a pro forma basis, our Aggregate Debt does not exceed the greater of (1) 20% of our
Consolidated Net Tangible Assets, determined as of the date of such Sale and Lease-Back Transaction, and (2) $500 million. (Section
4.7 of the supplemental indenture)
Consolidation,
Merger and Sale of Assets
In the
indenture, we covenant and agree, for the benefit of the holders of the debt securities of each series, that we will not consolidate
with or merge into, or convey, transfer or lease all or substantially all of our properties and assets to, any person (a “successor
person”) unless:
| · | we
are the surviving person or the successor person (if other than us) is organized and
existing under the laws of the United States of America, any State thereof or the District
of Columbia and expressly assumes our obligations under the debt securities of each series
and the indenture; |
| · | immediately
after giving effect to the transaction, no event of default (as defined below), and no
event which, after notice or lapse of time or both, would be an event of default, shall
have occurred and be continuing under the indenture; and |
| · | certain
other conditions are met. |
Notwithstanding
the above, any Subsidiary of eBay Inc. may consolidate with, merge into or convey, transfer or lease all or part of its properties
or assets to eBay Inc. or any other Subsidiary of eBay Inc.
Upon compliance
with the provisions above, the successor person (if other than eBay) will succeed to and be substituted for and may exercise every
right and power of us under the debt securities and the indenture with the same effect as if such successor person had been the
original obligor under the debt securities and the indenture, and thereafter (except in the case of a lease) we will be released
from all obligations and covenants under the debt securities and the indenture. (Section 5.1 of the base indenture)
Certain Definitions
As used
in this “Description of Debt Securities” section, the following terms have the meanings set forth below.
“Aggregate
Debt” means, with respect to the debt securities of any series, the sum of the following, calculated as of the date
of determination on a consolidated basis in accordance with GAAP:
| (1) | the
aggregate amount of then outstanding Debt of us and our Significant Subsidiaries incurred
after the date the debt securities of such series were first issued and secured by Liens
not permitted under the first paragraph under “—Limitation on Liens”
above, and |
| (2) | the
aggregate amount of Attributable Debt of us and our Significant Subsidiaries then outstanding
in respect of Sale and Lease-Back Transactions entered into by us and our Significant
Subsidiaries after the date the debt securities of such series were first issued pursuant
to the second paragraph under “—Limitation on Sale and Lease-Back Transactions”
above. |
“Attributable
Debt” with regard to a Sale and Lease-Back Transaction with respect to any Principal Property means, at the time of
determination, the lesser of:
| (1) | the
fair market value (as determined in good faith by our board of directors, which term,
as defined in the indenture, includes committees thereof) of the Principal Property subject
to such Sale and Lease-Back Transaction; and |
| (2) | the
present value of the total net amount of rent required to be paid under the applicable
lease during the remaining contractual term thereof (including any period for which such
lease has been extended but subject to the last sentence of this subparagraph), discounted
at the rate of interest per annum set forth or implicit in the terms of such lease (or,
if not practicable to determine such rate, the weighted average interest rate per annum
borne (at the time of determination) by the debt securities then outstanding under the
indenture) compounded semi- annually (assuming a 360-day year consisting of twelve 30
day months). For purposes of clarity, it is understood and agreed that (a) the total
net amount of rent required to be paid under, and the term of, the applicable lease shall
be determined upon the basis of the contractual terms of such lease and shall not be
affected by the fact that all or any portion of such rent may, under GAAP, be characterized
as interest or some other amount or that the amount of such rent or the term of such
lease, as determined under GAAP, may be different from the amount of rent or the term
specified by the contractual terms of such lease and (b) the total net amount of rent
shall exclude any amounts required to be paid by the lessee, whether or not designated
as rent or additional rent, on account of maintenance, repairs, insurance, taxes, assessments,
water rates or similar charges or any amounts required to be paid by such lessee contingent
upon the amount of sales or similar contingent amounts. In the case of any lease that
is terminable by the lessee upon the payment of a penalty, such total net amount of rent
shall be the lesser of (1) the net amount determined assuming |
|
|
termination upon the first date such lease may be terminated (in which case the net amount
shall also include the present value, calculated as provided above, of the amount of the penalty, but no rent shall be considered
as required to be paid under such lease subsequent to the first date upon which it may be so terminated) or (2) the net amount
determined assuming no such termination, in each case determined in accordance with the contractual terms of such lease. |
“Capital
Stock” of any person means any and all shares, interests, participations or other equivalents (however designated) in
the equity of such person.
“Consolidated
Net Tangible Assets” means, as of any date on which we effect a transaction requiring such Consolidated Net Tangible
Assets to be measured under the indenture, the aggregate amount of assets (less applicable reserves) after deducting therefrom
(a) all current liabilities, except for current maturities of long-term debt and obligations under finance leases, and (b) all
intangible assets (including goodwill), to the extent included in said aggregate amount of assets, all as set forth in the most
recent consolidated balance sheet of us and our consolidated Subsidiaries prepared in accordance with GAAP contained in an annual
report on Form 10-K or a quarterly report on Form 10-Q (in each case as amended, if applicable) filed by us with the Securities
and Exchange Commission (or any successor thereto) or if, at such date, we shall have ceased filing such reports with the Securities
and Exchange Commission (or any successor thereto), our then most recent consolidated annual or quarterly balance sheet prepared
in accordance with GAAP.
“GAAP”
means accounting principles generally accepted in the United States of America, which are in effect as of the date of application
thereof.
“holder”
means any person in whose name a debt security is registered.
“Non-recourse
Obligation” means indebtedness or other obligations substantially related to (1) the acquisition of assets not previously
owned by us or any of our Subsidiaries or (2) the financing of a project involving the development or expansion of properties
of ours or any of our Subsidiaries, as to which the obligee with respect to such indebtedness or obligation has no recourse to
us or any Subsidiary of ours or to our or any such Subsidiary’s assets other than the assets which were acquired with the
proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).
“person”
means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company, trust,
unincorporated organization or any other entity, including any government or any agency or political subdivision thereof.
“Principal
Property” means (1) our principal corporate office (whether owned on the date of the indenture or thereafter acquired,
and including any leasehold interest therein) and (2) each data center, service and support facility or research and development
facility (in each case, whether owned on the date of the indenture or thereafter acquired) which is owned by or leased to us or
any of our Subsidiaries and is located within the United States of America, unless, with respect to clause (2), our board of directors
(which term, as defined in the indenture, includes committees thereof) has determined in good faith that such center or facility
is not of material importance to the total business conducted by us and our Subsidiaries, taken as a whole; provided,
however, that any such center or facility (a) owned by us or any of our Subsidiaries for which the book value (less accumulated
depreciation) on the date as of which the determination is being made is equal to or less than 1.0% of our Consolidated Net Tangible
Assets as of such date, all determined in accordance with GAAP, or (b) leased by us or any of our Subsidiaries for which the annual
lease obligation on the date as of which the determination is being made is equal to or less than $2.0 million shall in no event
be deemed a Principal Property.
“Sale
and Lease-Back Transaction” means any arrangement with any person providing for the leasing by us or any Significant
Subsidiary of ours of any Principal Property, whether owned on the date of the indenture or thereafter acquired, which Principal
Property has been or is to be sold or transferred by us or such Significant Subsidiary of ours to such person with the intention
of taking back a lease of such Principal Property.
“Significant
Subsidiary” means any Subsidiary of ours that is a “significant subsidiary” as defined in Rule 1-02(w) of
Regulation S-X as promulgated by the Securities and Exchange Commission (or any successor thereto) or any successor to such Rule.
“Subsidiary”
of any specified person means any corporation, partnership, limited liability company or other entity of which more than 50% of
the total voting power of outstanding shares of Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof (or persons performing similar functions) is at the time owned
(and, in the case of a partnership, more than 50% of whose total general partnership interests then outstanding is at the time
owned), directly or indirectly, by such person or other Subsidiaries of such person or a combination thereof and, in the case
of an entity other than a corporation or a partnership, such person has the power to direct, directly or indirectly, the policies,
management and affairs of such entity.
Events of Default
Unless
otherwise specified in the applicable prospectus supplement, an “event of default” with respect to the debt securities
of any series means any of the following:
| · | default
in the payment of any interest on any debt security of that series when it becomes due
and payable, and continuance of that default for a period of 30 days (unless the entire
amount of such payment is deposited by us with the trustee or with a paying agent prior
to the expiration of such 30-day period); or |
| · | default
in the payment of principal of or premium (if any) on any debt security of that series
when due and payable; or |
| · | default
in the performance or breach of any covenant or warranty of ours in the indenture (other
than a covenant or warranty for which the consequences of nonperformance or breach are
addressed by another event of default applicable to debt securities of that series and
other than a covenant or warranty that has been included in the indenture solely for
the benefit of a series of debt securities other than that series), which default or
breach continues uncured for a period of 90 days after there has been given, by registered
or certified mail, to us by the trustee or to us and the trustee by the holders of at
least 25% in principal amount of the outstanding debt securities of that series, a written
notice containing the statements required by the indenture; or |
| · | certain
events of bankruptcy, insolvency or reorganization of eBay; or |
| · | any
other event of default with respect to the debt securities of that series that is specified
in a resolution of our board of directors (or a committee thereof), supplemental indenture
or officer’s certificate establishing the terms of the debt securities of that
series as provided in the indenture and described in the applicable prospectus supplement.
(Section 6.1 of the base indenture) |
No event
of default with respect to a particular series of debt securities necessarily constitutes an event of default with respect to
any other series of debt securities. The occurrence of certain events of default or an acceleration of the debt securities of
one or more series under the indenture may constitute an event of default under certain of our other indebtedness outstanding
from time to time.
If an event
of default with respect to the debt securities of any series at the time outstanding occurs and is continuing (other than an event
of default relating to certain events of bankruptcy, insolvency or reorganization of eBay), then the trustee or the holders of
not less than 25% in principal amount of the outstanding debt securities of that series may declare the principal (or, if any
debt securities of that series are discount securities, such portion of the principal as may be specified in the terms of such
debt securities) of and accrued and unpaid interest, if any, on all of the debt securities of that series to be due and payable
immediately, by a notice in writing to us (and to the trustee if given by the holders). If an event of default resulting from
certain events of bankruptcy, insolvency or reorganization of eBay occurs and is continuing with respect to the debt securities
of any series, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities
of such series will become and be immediately due and payable without any declaration or other act on the part of the trustee
or any holder of debt securities of such series. At any time after acceleration with respect to debt securities of any series
has occurred and before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority
in principal amount of the outstanding debt securities of that series may rescind and annul such acceleration and its consequences
if all events of default with respect to the debt securities
of such series, other than
non-payment of the principal and interest, if any, of the debt securities of such series which have become due solely by such
acceleration, have been cured or waived as provided in the indenture. (Section 6.2 of the base indenture) We refer you to the
prospectus supplement relating to any series of debt securities that are discount securities for the particular provisions relating
to acceleration of a portion of the principal amount of such discount securities upon the occurrence of an event of default.
The indenture
provides that the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request
or direction of any of the holders of debt securities of any series unless such holders shall have offered to the trustee security
and/or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with
such request or direction. (Section 7.2(f) of the base indenture) Subject to certain rights of the trustee and to certain conditions
specified in the indenture, the holders of a majority in principal amount of the outstanding debt securities of any series will
have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising
any trust or power conferred on the trustee with respect to the debt securities of that series. (Section 6.12 of the base indenture)
No holder
of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the
indenture or the debt securities of such series, or for the appointment of a receiver, trustee or similar official, or for any
other remedy under the indenture, unless:
| · | that
holder has previously given written notice to the trustee of a continuing event of default
with respect to debt securities of that series; |
| · | the
holders of at least a majority in principal amount of the outstanding debt securities
of that series have made written request to the trustee to institute proceedings in respect
of such event of default in its own name as trustee under the indenture; |
| · | such
holder or holders have offered to the trustee security and/or indemnity satisfactory
to it against the costs, expenses and liabilities to be incurred in compliance with such
request; |
| · | the
trustee for 90 days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and |
| · | no
direction inconsistent with such written request has been given to the trustee during
such 90-day period by holders of a majority in principal amount of the outstanding debt
securities of that series. (Section 6.7 of the base indenture) |
Notwithstanding
the foregoing, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal
of and premium and interest, if any, on that debt security on the due dates expressed in that debt security and to institute suit
for the enforcement of any such payment. (Section 6.8 of the base indenture)
The indenture
requires that we deliver to the trustee, within 120 days after the end of each of our fiscal years, an officers’ certificate
stating whether or not, to the knowledge of the signers thereof, we are in default in the performance or observance of any of
the terms, provisions and conditions of the indenture and, if we are in default, specifying all such defaults and the nature and
status thereof of which the signers may have knowledge. The indenture also requires that, so long as any debt securities are outstanding,
we deliver to the trustee promptly upon becoming aware of any default or event of default under the indenture, an officers’
certificate specifying such default or event of default and what action we are taking or propose to take with respect thereto.
(Section 4.3 of the base indenture) The indenture provides that the trustee may withhold notice to the holders of debt securities
of any series of any default
or event of default with respect to debt securities of that series (except a default in payment of principal of or premium or
interest, if any, on any debt securities of that series) if it in good faith determines that withholding notice is in the interest
of the holders of the debt securities of that series. (Section 7.5 of the base indenture)
Modification and Waiver
We and
the trustee may enter into a supplemental indenture in order to amend or supplement the indenture with respect to the debt securities
of one or more series or amend or supplement the debt securities of one or more series, without notice to or the consent of any
holders of any debt securities, to:
| · | cure
any ambiguity, defect or inconsistency; |
| · | make
any change that does not adversely affect the rights of any holder of debt securities
in any material respect; |
| · | comply
with the provisions described above under “Covenants—Consolidation, Merger
and Sale of Assets”; |
| · | provide
for the issuance of uncertificated debt securities in addition to or in place of certificated
debt securities or reflect any changes in the rules or procedures of any depositary for
global securities; |
| · | add
to the covenants or the events of default for the benefit of holders of all or any series
of debt securities or surrender any right or power conferred on us by the indenture with
respect to the debt securities of one or more series or to secure the debt securities
of one or more series or to provide guarantees for the benefit of one or more series
of debt securities; |
| · | amend
or supplement any of the provisions of the indenture in respect of one or more series
of debt securities, provided, however, that any such amendment or supplement
either (A) shall not apply to any outstanding debt security of any series issued prior
to the date of such amendment or supplement and entitled to the benefit of such provision
or (B) shall become effective only if or when, as the case may be, there is no outstanding
debt security of any series issued prior to the date of such amendment or supplement
and entitled to the benefit of such provision; |
| · | establish
the form and terms of any series of debt securities as permitted by the indenture; |
| · | evidence
and provide for the acceptance of appointment under the indenture by a successor trustee
with respect to the debt securities of one or more series and add to or change any of
the provisions of the indenture as shall be necessary to provide for or facilitate the
administration of the trusts thereunder by more than one trustee; |
| · | supplement
any provisions of the indenture as is necessary to permit or facilitate the legal defeasance,
covenant defeasance or satisfaction and discharge of any debt securities as described
below under “Defeasance of Debt Securities and Certain Covenants” or “Satisfaction
and Discharge”; and |
| · | comply
with the requirements of the Securities and Exchange Commission or any applicable law
or regulation in order to effect or maintain the qualification of the indenture under
the Trust Indenture Act of 1939, as amended, or conform the indenture with any other
mandatory provision of law or regulation, or conform the indenture or the debt securities
of any series to the description thereof contained in any applicable prospectus, prospectus
supplement, free writing prospectus, offering memorandum, term sheet or other offering
document. (Section 9.1 of the base indenture) |
We and
the trustee may enter into supplemental indentures for the purpose of supplementing or amending in any manner the indenture with
respect to the debt securities of any series, or supplementing or amending the debt securities of any series, with the consent
of the holders of at least a majority in principal amount of the outstanding debt securities of such series; provided
that no such consent of holders of debt securities shall be required for any amendment or supplement described in the immediately
preceding paragraph. In addition, the
holders of at least a majority
in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all debt securities of that
series, waive compliance by us with any covenants or other provisions of the indenture and the debt securities of such series.
(Section 9.2 of the base indenture)
However,
the indenture provides that, subject to the provisions described in the next succeeding paragraph, an amendment, supplement or
waiver described in the immediately preceding paragraph affecting the debt securities of any series may not, without the consent
of the holder of each debt security of such series then outstanding:
| · | reduce
the rate of or extend the time for payment of interest (including default interest, if
any) on any debt security of that series; |
| · | reduce
the principal of or premium on or change the stated maturity of any debt security of
that series or reduce the amount of, or postpone the date fixed for, the payment of any
sinking fund or analogous obligation with respect to any debt securities of that series; |
| · | reduce
the principal amount of any discount securities of that series payable upon acceleration
of its maturity; |
| · | waive
a default or event of default in the payment of the principal of or premium or interest,
if any, on any debt security of that series (except a rescission of acceleration of the
debt securities of such series by the holders of at least a majority in aggregate principal
amount of the outstanding debt securities of such series and a waiver of the payment
default that resulted from such acceleration); |
| · | make
the principal of or premium or interest, if any, on any debt security of such series
payable in a currency other than that stated in such debt security; |
| · | make
any change, insofar as relates to the debt securities of that series, to the provisions
of the indenture relating to, among other things, the right of holders of debt securities
of that series to receive payment of the principal of, and premium and interest, if any,
on, the debt securities of that series when due and to institute suit for the enforcement
of any such payment or relating to waivers of past defaults and events of default with
respect to the debt securities of that series; |
| · | reduce
the amount payable upon the redemption of any debt security of that series at our option
or the repayment of any debt security of that series at the option of the holder;
or |
| · | reduce
the percentage in principal amount of debt securities of that series, the consent of
the holders of which is required for any of the foregoing modifications or otherwise
necessary to supplement or amend the indenture with respect to the debt securities of
that series, or to waive any past default or event of default with respect to the debt
securities of that series. (Section 9.3 of the base indenture) |
The indenture
provides that any amendment, supplement or waiver shall bind every holder of debt securities of each series affected by such amendment,
supplement or waiver unless it is of the type, or relates to any of the matters, described in any of the bullet points in the
immediately preceding paragraph. In that case then, anything in the indenture to the contrary notwithstanding, the amendment,
supplement or waiver shall bind every holder of a debt security who has consented to it and every subsequent holder of a debt
security or portion of a debt security that evidences the same debt as the consenting holder’s debt security. (Section 9.5
of the base indenture)
The holders
of a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders of all debt securities
of such series, waive any past default or event of default under the indenture with respect to that series and its consequences,
except a default or event of default in the payment of the principal of, or premium or interest, if any, on, any debt security
of that series; provided, however, that the holders of a majority in principal amount of the outstanding debt
securities of any series may rescind an acceleration of the debt securities of that series and its consequences, including any
related payment default that resulted from the acceleration. (Section 6.13 of the base indenture)
Defeasance of Debt Securities
and Certain Covenants
The indenture
provides that, upon satisfaction of the conditions specified in the indenture, we shall be deemed to have paid and discharged
the entire indebtedness on all outstanding debt securities of any series on the 91st day after the date of the deposit referred
to in clause (a) under “—Conditions to Legal Defeasance and Covenant Defeasance” below with respect to the debt
securities of such series and the provisions of the indenture, as it relates to the outstanding debt securities of such series,
shall no longer be in effect except for:
| · | the
rights of holders of debt securities of such series to receive, solely from the funds
described in clause (a) under “—Conditions to Legal Defeasance and Covenant
Defeasance” below, payment of the principal of and premium and interest, if any,
on the outstanding debt securities of such series when due; and |
| · | a
limited number of other provisions of the indenture, including provisions relating to
transfers and exchanges of, and the maintenance of a registrar and paying agent for,
the debt securities of such series and the replacement of stolen, lost or mutilated debt
securities of such series. |
We sometimes
refer to this as “legal defeasance.” Upon the legal defeasance of the debt securities of any series, we will be discharged
from our obligations to make payments on the debt securities of such series and (subject to the exceptions as described above)
all of our other obligations under the indenture with respect to the debt securities of such series.
The indenture
further provides that, upon satisfaction of the conditions specified in the indenture, we will be released from our obligations
under, and may omit to comply with, the covenants described under the heading “Covenants” above and certain other
covenants in the indenture with respect to the debt securities of any series, as well as any additional covenants applicable to
the debt securities of such series which may be identified in the applicable prospectus supplement as being subject to covenant
defeasance, and the failure to comply with any such covenants shall not constitute a default or event of default with respect
to any debt securities of such series. We sometimes refer to this as “covenant defeasance.”
Conditions
to Legal Defeasance and Covenant Defeasance. In order to effect legal defeasance or covenant defeasance of the debt securities
of any series, we must, among other things:
| (a) | deposit
with the trustee money and/or U.S. government obligations or, in the case of debt securities
of any series denominated in a currency other than U.S. dollars, money and/or foreign
government obligations, that, through the payment of interest and principal in accordance
with their terms, will provide an amount in cash sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay and discharge each installment
of principal of, premium and interest, if any, on and any mandatory sinking fund payments
in respect of the debt securities of that series on the dates those payments are due
or, if applicable, any redemption date; |
| (b) | in
the case of legal defeasance, deliver to the trustee an opinion of counsel to the effect
that we have received from, or there has been published by, the United States Internal
Revenue Service a ruling or, since the date of the indenture, there has been a change
in the applicable United States federal income tax law, in either case to the effect
that, and based thereon such opinion shall confirm that, the holders of the debt securities
of that series will not recognize income, gain or loss for United States federal income
tax purposes as a result of such deposit, legal defeasance and discharge and will be
subject to United States federal income tax on the same amounts and in the same manner
and at the same times as would have been the case if such deposit, legal defeasance and
discharge had not occurred; and |
| (c) | in
the case of covenant defeasance, deliver to the trustee an opinion of counsel to the
effect that the holders of the debt securities of that series will not recognize income,
gain or loss for United States federal income tax purposes as a result of such deposit
and covenant defeasance and will be subject to United States federal income tax on the
same amounts and in the same manner and at the same times as would have been the case
if such deposit and covenant defeasance had not occurred. (Sections 8.3 and 8.4 of the
base indenture) |
In the
event we exercise our option to effect covenant defeasance with respect to any series of debt securities and the debt securities
of that series are declared due and payable because of the occurrence of an event of default (including an event of default due
to our failure to comply with any covenant that remains in effect following such covenant defeasance), the amount of money and/or
U.S. government obligations or foreign government obligations, as the case may be, on deposit with the trustee will be sufficient
to pay amounts due on the debt securities of that series on the dates those payments are due or, if applicable, a redemption date,
but may not be sufficient to pay amounts due on the debt securities of that series at the time of the acceleration resulting from
the event of default. However, we shall remain liable for those payments.
When we
use the term “U.S. government obligations,” we mean:
| · | securities
which are (a) direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (b) obligations of a person controlled or supervised
by and acting as an agency or instrumentality of the United States of America, the payment
of which is unconditionally guaranteed as a full faith and credit obligation by the United
States of America, and which in the case of (a) and |
| · | (b)
are not callable or redeemable at the option of the issuer thereof; and |
| · | depository
receipts issued by a bank or trust company as custodian with respect to any such U.S.
government obligations or a specific payment of interest on, or principal of or other
amount payable with respect to, such U.S. government obligations held by such custodian
for the account of the holder of a depository receipt, provided that (except as
required by law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depository receipt from any amount received by the custodian
in respect of the U.S. government obligation or the specific payment of interest on or
principal of or other amount payable with respect to the U.S. government obligation evidenced
by such depository receipt. |
Satisfaction and Discharge
The indenture
will cease to be of any further effect with respect to any series of debt securities if:
| · | all
outstanding debt securities of such series have (subject to certain exceptions) been
delivered to the trustee for cancellation; or |
| · | all
outstanding debt securities of such series not previously delivered to the trustee for
cancellation have become due and payable, will become due and payable at their stated
maturity within one year, have been called for redemption or are to be called for redemption
within one year, or have been legally defeased as described above under “Defeasance
of Debt Securities and Certain Covenants,” and (except in the case of debt securities
that have been legally defeased) we have deposited with the trustee an amount sufficient
to pay the principal of, and premium and interest, if any, on, such debt securities to
the date of such deposit (in the case of debt securities which have become due and payable
on or prior to the date of such deposit) or to the stated maturity or redemption date,
as the case may be; |
and, in either case, we also
pay or cause to be paid all other sums payable under the indenture by us with respect to the debt securities of that series and
satisfy certain other conditions specified in the indenture. We also must deliver to the trustee an opinion of counsel to the
effect that we complied with all requirements to properly discharge the debt securities of that series. We sometimes refer to
this as “satisfaction and discharge.” (Section 8.1 of the base indenture)
Notwithstanding
the satisfaction and discharge of the indenture with respect to the debt securities of any series, a limited number of provisions
of the indenture shall remain in effect, including provisions relating to transfers and exchanges of, and the maintenance of a
registrar and paying agent for, debt securities, and the replacement of stolen, lost or mutilated debt securities.
Repayment of Unclaimed
Funds
The indenture
provides that the trustee and any paying agent shall pay to us upon request any money, U.S. government obligations or foreign
government obligations held by them for payment of principal, interest or premium, if any, or any sinking fund payment on any
debt securities that remain unclaimed for two years after the respective dates such principal, interest or premium, if any, or
sinking fund payment shall have become due and payable. Thereafter, holders of debt securities entitled to those payments must
look to us for payment as general creditors unless an applicable abandoned property law designates another person. (Section 8.5
of the base indenture)
Legal Holidays
Unless
otherwise provided in the applicable prospectus supplement, if a payment date for any debt security is not a business day (as
defined in the indenture) at a place of payment, payment may be made at that place on the next succeeding business day, and no
interest shall accrue for the intervening period. (Section 10.7 of the base indenture)
Governing Law
The indenture
and the debt securities will be governed by, and construed in accordance with, the laws of the State of New York. (Section 10.10
of the base indenture)
No Recourse Against Others
The indenture
provides that a director, officer, employee or stockholder, as such, of ours shall not have any liability for any of our obligations
under the debt securities or the indenture or for any claim based on, in respect of or by reason of such obligations or their
creation. The indenture further provides that each holder of debt securities, by accepting a debt security, waives and releases
all such liability and that such waiver and release are part of the consideration for the issuance of the debt securities. (Section
10.8 of the base indenture)
Concerning Our Relationship
with the Trustee
Deutsche
Bank Trust Company Americas, the trustee, provides commercial and investment banking services to us and our subsidiaries from
time to time. In that regard, Deutsche Bank Trust Company Americas serves as a lender under our current unsecured revolving credit
facility.
DESCRIPTION
OF CAPITAL STOCK
Under our amended
and restated certificate of incorporation (the “charter”), the total number of shares of all classes of stock which we are
authorized to issue is 3,590,000,000 shares, consisting of two classes: 3,580,000,000 shares of common stock, $0.001 par value per share
(“common stock”), and 10,000,000 shares of preferred stock, $0.001 par value per share (“preferred stock”). As
of February 21, 2023, there were 536,880,282 shares of our common stock issued and outstanding (the foregoing amount does
not include 1,188,562,319 shares of common stock that we held as treasury stock as of that date) and no shares of our preferred
stock issued and outstanding.
The following
is a description of some of the terms of our common stock and preferred stock, our charter, our amended and restated bylaws (the
“bylaws”) and certain provisions of the Delaware General Corporation Law (the “DGCL”). The following description
is not complete and is subject to, and qualified in its entirety by reference to, our charter and bylaws, which have been filed
or incorporated by reference as exhibits to the registration statement of which this prospectus is a part and any amendments or
supplements to or restatements of our charter or by-laws which may in the future be filed as exhibits to such registration statement
or to documents incorporated or deemed to be incorporated by reference in this prospectus, all of which may be obtained as described
below under “Where You Can Find More Information,” and the DGCL. You should read our charter and bylaws and the applicable
provisions of the DGCL for a complete statement of the provisions described in this section and for other provisions that may
be important to you.
Common Stock
Each share
of our common stock is entitled to one vote per share on all matters submitted to a vote of our common stockholders. Our charter
does not entitle the holders of our common stock to cumulative voting rights with respect to the election of our directors. This
means that the holders of a majority of the outstanding shares of our common stock can elect all of the directors then standing
for election by our common stockholders (assuming there are no outstanding shares of our preferred stock entitled to vote as a
single class with our common stock in such election).
Nominees
for election as directors at an annual meeting of stockholders shall stand for election to a one-year term expiring at the next
annual meeting of stockholders and until their respective successors are duly elected and qualified, subject to earlier death,
resignation, retirement or removal. Pursuant to our bylaws and subject to the rights of any series of our preferred stock that
may be outstanding, each member of our board of directors shall be elected by the affirmative vote of a majority of the votes
cast with respect to such director (excluding abstentions) by the shares represented and entitled to vote at a meeting of stockholders
at which a quorum is present; provided, however, that if our board of directors determines that the number of nominees for
director exceeds the number of directors to be elected at such meeting (a “Contested Election”) and has not rescinded
that determination as provided in our bylaws, each of the directors to be elected at such meeting shall be elected by the affirmative
vote of a plurality of the votes cast by the shares represented and entitled to vote at such meeting with respect to the election
of such director. If an incumbent director fails to receive the affirmative vote of a majority of the votes cast at a meeting
for the election of directors (other than a Contested Election), either our Corporate Governance and Nominating Committee or a
committee of independent directors shall determine whether to accept or reject any resignation that may have been previously tendered
by such incumbent director or whether other action should be taken (including whether to request the incumbent director to resign
from the board of directors if no resignation has previously been tendered).
Unless
otherwise provided by applicable law, the rules or regulations of any applicable stock exchange, or our charter or bylaws, every
matter to be voted on by our stockholders, other than the election of directors, shall be decided by the affirmative vote of the
holders of a majority in voting power of the shares of our stock entitled to vote thereon that are present in person or represented
by proxy at the applicable meeting.
Our bylaws
require us to include in our proxy materials for an annual meeting of stockholders the name of any person nominated for election
to our board of directors by a stockholder or group of up to 20 stockholders who own and have owned, or are acting on behalf of
up to 20 beneficial owners who own and have owned, in each case continuously for at least three years, at least 3% (determined
as provided in our bylaws) of the aggregate voting power of our outstanding common stock and any other capital stock entitled
to vote generally in the election of directors; provided that such stockholders give us written notice of such request within
the time period set forth in our bylaws and such stockholders and their nominees satisfy the other requirements specified in our
bylaws; and provided, further, that the number of such nominees whose names appear in our proxy materials shall not exceed
the greater of (x) two nominees and (y) the largest whole number of nominees that does not exceed 20% of the number of our directors
then in office, subject to possible reduction as provided in our bylaws.
Subject
to any preferential rights of any outstanding shares of our preferred stock to receive dividends before any dividends may be paid
on our common stock, the holders of our common stock will be entitled to share ratably in any dividends payable on our common
stock that may be declared by our board of directors out of funds legally available for the payment of dividends. Upon our voluntary
or involuntary liquidation, dissolution or winding-up, the holders of our common stock will be entitled to share ratably in any
of our assets remaining for distribution to our common stockholders after payment of or provision for our debts and other liabilities
and subject to any preferential rights of any outstanding shares of our preferred stock to receive distributions in the event
of our liquidation, dissolution or winding-up before distributions are made to holders of our common stock.
Our common
stock is not entitled to preemptive rights.
Preferred Stock
Under
our charter, our board of directors is authorized, without vote or other action by our stockholders, to cause the issuance of
up to 10,000,000 shares of our preferred stock in one or more series from time to time, to establish the number of shares to be
included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series (which
may include, without limitation, voting rights, dividend rights and preferences, liquidation rights and preferences, redemption
provisions and rights to convert the preferred stock of such series into other securities or property) and any qualifications,
limitations or restrictions thereof, and to increase or decrease the number of shares of any such series (but not below the number
of shares of such series then outstanding). Our board of directors may authorize the issuance of preferred stock with voting,
dividend, liquidation, conversion or other rights (which may include, without limitation, rights of one or more series of preferred
stock, voting as a separate class, to elect one or more directors, rights of one or more series of preferred stock to vote with
our common stock in the election of directors, and rights to receive dividends and to receive distributions in the event of our
liquidation, dissolution or winding-up before any dividends or distributions may be paid to holders of our common stock) that
could dilute or otherwise adversely affect the voting power or the dividend, liquidation or other rights of the holders of the
common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, financings
and other corporate purposes, could, among other things, have the effect of delaying, deterring or preventing a merger, change
of control or other takeover of our company that our stockholders might consider to be in their best interests, including transactions
that might result in a premium being paid over the market price of our common stock, and may also adversely affect the market
price of our common stock and any other securities that we may issue as contemplated by this prospectus, and the voting, dividend,
liquidation and other rights of the holders of our common stock.
Anti-Takeover Provisions
of Delaware Law
We are
subject to Section 203 of the DGCL (“Section 203”). In general, Section 203 prohibits a publicly held Delaware corporation
from engaging in “business combination” transactions with any “interested stockholder” for a period of
three years following the time that the stockholder became an interested stockholder, unless:
| · | prior
to the time the stockholder became an interested stockholder, the corporation’s
board of directors approved either the applicable business combination or the transaction
which resulted in the stockholder becoming an interested stockholder; |
| · | upon
consummation of the transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced, excluding for purposes
of determining the voting stock outstanding (but not the voting stock owned by the interested
stockholder) shares owned by directors who are also officers of the corporation and shares
owned by employee stock plans in which the employee participants do not have the right
to determine confidentially whether shares held subject to the plan will be tendered
in a tender or exchange offer; or |
| · | at
or subsequent to the time that the stockholder became an interested stockholder, the
business combination is approved by the corporation’s board of directors and authorized
at an annual or special meeting of stockholders by the affirmative vote of at least 66-2/3%
of the outstanding voting stock which is not owned by the interested stockholder. |
A “business
combination” is defined to include, among other things and in general and subject to exceptions, a merger of the corporation
with the interested stockholder; a sale of 10% or more of the market value of the corporation’s consolidated assets
to the interested stockholder; certain transactions that result in the issuance of the corporation’s stock to the interested
stockholder; a transaction that has the effect of increasing the proportionate share of the corporation’s stock owned
by the interested stockholder; and any receipt by the interested stockholder of loans, guarantees or other financial benefits
provided by the corporation. An “interested stockholder” is defined to include, in general and subject to exceptions,
a person that (1) owns 15% or more of the outstanding voting stock of the corporation or (2) is an “affiliate” or
“associate” (as defined in Section 203) of the corporation and was the owner of 15% or more of the corporation’s
outstanding voting stock at any time within the prior three year period.
A Delaware
corporation may opt out of Section 203 with an express provision in its original certificate of incorporation or by an amendment
to its certificate of incorporation or bylaws expressly electing not to be governed by Section 203 and approved by a majority
of its outstanding voting shares. We have not opted out of Section 203. As a result, Section 203 could delay, deter or prevent
a merger, change of control or other takeover of our company that our stockholders might consider to be in their best interests,
including transactions that might result in a premium being paid over the market price of our common stock, and may also adversely
affect the market price of our common stock and any other securities that we may issue as contemplated by this prospectus.
Anti-Takeover Provisions
of Our Charter and Bylaws
Certain
provisions of our charter and bylaws could have the effect of delaying, deterring or preventing another party from acquiring or
seeking to acquire control of us. For example, our charter and bylaws include anti-takeover provisions that:
| · | authorize
our board of directors, without vote or other action by our stockholders, to cause the
issuance of preferred stock in one or more series from time to time and, with respect
to each series, to establish the number of shares constituting that series and to fix
the rights and other terms of that series, which may include, without limitation, voting
rights, dividend rights and preferences, liquidation rights and preferences and rights
to convert the preferred stock of such series into other securities or property; |
| · | provide
that, subject to the rights of any series of our preferred stock that may be outstanding,
vacancies on our board of directors or newly created directorships resulting from an
increase in the number of our directors may be filled only by a majority of directors
then in office, even though less than a quorum, or by the sole remaining director; |
| · | provide
that the number of directors constituting our board of directors shall be fixed from
time to time by resolution adopted by our board of directors; |
| · | require
that actions to be taken by our stockholders must be taken at an annual or special meeting
of our stockholders and not by written consent; |
| · | establish
advance notice procedures and other requirements for stockholders to submit nominations
of candidates for election to our board of directors and other proposals to be brought
before a stockholders meeting; |
| · | provide
that, subject to the rights of any series of preferred stock that may be outstanding
and except as may be required by law, special meetings of stockholders may be called
only by (1) our board of directors; (2) our Chairman of the Board; (3) our
Chief Executive Officer; or (4) our Secretary upon the written request of one or
more of our stockholders that have continuously held, for their own account or on behalf
of others, at least a 20% aggregate “net long position” (as defined and determined
as provided in our bylaws) of our outstanding common stock for at least 30 days as of
the date such request is delivered to us and that have complied with the other requirements
set forth in our bylaws; and |
| · | do
not give the holders of our common stock cumulative voting rights with respect to the
election of directors, which means that the holders of a majority of our outstanding
shares of common stock can elect all directors standing for election by our common stockholders. |
The provisions
described above are intended to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage
anyone seeking to acquire control of us to negotiate first with our board of directors. However, these provisions may also delay,
deter or prevent a merger, change of control or other takeover of our company that our stockholders might consider to be in their
best interests, including transactions that might result in a premium being paid over the market price of our common stock, and
may also adversely affect the market price of our common stock and any other securities that we may issue as contemplated by this
prospectus. These provisions may also have the effect of preventing changes in our management.
Limitation on Liability
of Directors; Indemnification of Directors and Officers
Our charter
provides that, to the fullest extent permitted by law, none of our directors shall be personally liable for monetary damages for
breach of fiduciary duty as a director. Our bylaws provide that we will indemnify our officers and directors to the fullest extent
permitted by the DGCL. We believe that these limitations of liability and indemnification provisions are useful to attract and
retain qualified directors and officers.
Transfer Agent and Registrar
The transfer
agent and registrar for our common stock is Computershare Inc.
Nasdaq Global Select
Market Listing
Our common
stock is listed on The Nasdaq Global Select Market under the symbol “EBAY”.
DESCRIPTION
OF WARRANTS
We may
issue warrants to purchase our debt securities, common stock, preferred stock, depositary shares or units. Unless otherwise provided
in the applicable prospectus supplement, each series of warrants will be issued under a separate warrant agreement to be entered
into between us and a warrant agent. Additional information regarding any warrants we may offer and the related warrant agreement
will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF DEPOSITARY SHARES
We may
offer depositary shares representing fractional interests in shares of our preferred stock of any series. In connection with the
issuance of any depositary shares, we will enter into a deposit agreement with a depositary. Depositary shares may be evidenced
by depositary receipts issued pursuant to the related deposit agreement. Additional information regarding any depositary shares
we may offer, the series of preferred stock represented by those depositary shares and the related deposit agreement will be set
forth in the applicable prospectus supplement.
DESCRIPTION
OF PURCHASE CONTRACTS
We may issue purchase contracts
for the purchase or sale of, among other things, any of our other securities described in this prospectus or securities of third
parties. Unless otherwise provided in the applicable prospectus supplement, each purchase contract will entitle the holder thereof
to purchase or sell, and obligate us to sell or purchase, on specified dates, the securities specified in the applicable prospectus
supplement at a specified price or prices, which may be based on a formula, all as set forth in the applicable prospectus supplement.
Additional information regarding any purchase contracts we may offer will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
We may
issue units consisting of any of our other securities described in this prospectus, which units may also include securities of
third parties. Additional information regarding any units we may offer will be set forth in the applicable prospectus supplement.
BOOK-ENTRY
FORM AND TRANSFER
Unless
otherwise indicated in the applicable prospectus supplement, the debt securities of each series will be issued in the form of
one or more debt securities in global, fully registered form (“global securities”), without interest coupons. Unless
otherwise indicated in the applicable prospectus supplement, each such global security will be deposited with or on behalf of
DTC and registered in the name of DTC or a nominee of DTC (we sometimes refer to DTC or any other depositary for the global securities
of any series as the “Depositary”).
References
in this section to “eBay,” “eBay Inc.,” “we,” “our” and “us” and similar
references mean eBay Inc. excluding, unless the context otherwise requires or otherwise expressly stated, its subsidiaries.
Investors
may hold their interests in a global security directly through DTC if they are direct participants (as defined below) or indirectly
through organizations that are DTC participants (as defined below). Except in the limited circumstances described below, holders
of beneficial interests in the global securities of any series will not be entitled to receive debt securities of such series
in definitive, certificated form (“certificated securities”) or to have debt securities of such series registered
in their names.
We understand
that DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within
the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the
meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section
17A of the Exchange Act. DTC holds securities of institutions that have accounts with DTC (“direct participants”)
to facilitate the clearance and
settlement of securities transactions
among its participants through electronic book-entry changes in accounts of such participants, thereby eliminating the need for
physical movement of securities certificates. DTC’s direct participants include brokers, dealers, banks, trust companies,
clearing corporations and certain other organizations and may include underwriters, agents or dealers involved in the distribution
of the securities referred to in this prospectus. Indirect access to DTC’s book-entry system is also available to other
organizations (“indirect participants” and, together with direct participants, “participants”), such as
brokers, dealers, banks, trust companies and clearing corporations, that clear through or maintain a custodial relationship with
a direct participant, whether directly or indirectly. The rules applicable to DTC and its direct participants are on file with
the SEC.
Purchases
of debt securities evidenced by global securities must be made by or through participants. Upon the issuance of a global security
of any series, DTC will credit, on its book-entry registration and transfer system, the respective principal amounts of the individual
beneficial interests in the global security to the accounts of the applicable direct participants. Ownership of beneficial interests
in each global security will be limited to participants or persons that hold interests through participants. Ownership of beneficial
interests in each global security will be shown on, and the transfer of those ownership interests will be effected only through,
records maintained by DTC (with respect to direct participants’ interests) and by its direct and indirect participants (with
respect to the interests of beneficial owners).
So long
as DTC or its nominee is the registered holder of a global security of any series, DTC or such nominee, as the case may be, will
be considered the sole holder and owner of the debt securities represented by such global security for all purposes under the
indenture and such debt securities. Owners of beneficial interests in a global security of any series will not be considered the
owners or holders of the debt securities of such series under the indenture, will not be able to transfer those beneficial interests
except in accordance with the procedures of DTC and its participants and, except under the limited circumstances set forth below,
will not be entitled to receive certificated securities or to have debt securities of such series registered in their names. Accordingly,
each owner of a beneficial interest in a global security of any series must rely on the procedures of DTC and, if such person
is not a direct participant, on the procedures of the participants through which it owns its beneficial interest to exercise any
rights of a holder of debt securities of such series under the indenture. We understand that, under existing industry practice,
in the event owners of beneficial interests in global securities of any series wish to take any action that DTC or its nominee,
as the holder of such global securities, is entitled to take, DTC would authorize the applicable participants to take such action,
and that such participants would authorize beneficial owners owning through such participants to take such action or would otherwise
act upon the instructions of such beneficial owners. Because DTC can only act on behalf of direct participants, who in turn act
on behalf of others, the ability of a person having a beneficial interest in a global security to pledge that interest to persons
that do not participate in the DTC system, or otherwise to take actions in respect of that interest, may be impaired by the lack
of a physical certificate representing that interest.
All payments
on the debt securities represented by a global security of any series registered in the name of DTC or its nominee will be made
to DTC or its nominee, as the case may be, as the registered holder of the global security.
We expect
that DTC or its nominee, upon receipt of any payment of principal of, or premium or interest, if any, on, a global security of
any series, will credit the applicable direct participants’ accounts with payments in amounts proportionate to their respective
beneficial interests in the principal amount of the global security as shown on the records of DTC. We also expect that payments
by participants to owners of beneficial interests in the global security held through such participants will be governed by standing
instructions and customary practices as is now the case with securities held for accounts for customers registered in “street
name”; those payments will be the responsibility of such participants. Neither we, the trustee nor any agent of ours
or of the trustee will have any responsibility or liability for any aspect of the records relating to, or payments made on account
of, beneficial interests in any global security or for maintaining, supervising or reviewing any records relating to such beneficial
interests or for any other aspect of the relationship between DTC and its participants or the relationship between such participants
and the owners of beneficial interests in the global securities.
Unless
and until it is exchanged in whole or in part for certificated securities under the limited circumstances described below, a global
security may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee
of DTC or by DTC or any such nominee to a successor Depositary or a nominee of such successor Depositary. Transfers between participants
in DTC will be effected in the ordinary way in accordance with DTC rules.
The indenture
provides that the global securities of any series will be exchanged for debt securities of the same series in certificated form
only in the following limited circumstances:
(1) we
receive notice from the Depositary that it is unwilling or unable to continue as depository for the global securities of such
series or if the Depositary ceases to be a clearing agency registered under the Exchange Act and, in either case, we fail to appoint
a successor Depositary for the global securities of such series registered as clearing agency under the Exchange Act within 90
days after the date we receive such notice or learn that the Depositary has ceased to be so registered;
(2) we
in our sole discretion determine that the global securities of such series shall be exchanged (in whole but not in part) for debt
securities of such series in certificated form and we deliver to the trustee an officers’ certificate to such effect;
or
(3) an
event of default with respect to the debt securities of such series shall have occurred and shall be continuing.
Any global
security of any series that is exchanged for certificated securities as provided above will be exchanged for an equal aggregate
principal amount of certificated securities of the same series, in authorized denominations and registered in such names as the
Depositary instructs the trustee. It is expected that such instructions will be based upon directions received by the Depositary
from participants with respect to ownership of beneficial interests in global securities.
Euroclear and
Clearstream
If so
provided in the applicable prospectus supplement, you may hold interests in global securities of any series through Clearstream
Banking S.A., which we refer to, together with any successor in such capacity, as “Clearstream,” or Euroclear Bank
SA/NV, as operator of the Euroclear System, which we refer to, together with any successor in such capacity, as “Euroclear,”
either directly if you are a participant in Clearstream or Euroclear or indirectly through organizations which are participants
in Clearstream or Euroclear. Clearstream and Euroclear will hold interests on behalf of their respective participants through
customers’ securities accounts in the names of Clearstream and Euroclear, respectively, on the books of their respective
U.S. depositaries, which in turn will hold such interests in customers’ securities accounts in such depositaries’
names on DTC’s books.
Clearstream
and Euroclear are securities clearance systems in Europe. Clearstream and Euroclear hold securities for their respective participating
organizations and facilitate the clearance and settlement of securities transactions between those participants through electronic
book-entry changes in their accounts, thereby eliminating the need for physical movement of certificates.
Payments,
deliveries, transfers, exchanges, notices and other matters relating to beneficial interests in global securities owned through
Euroclear or Clearstream must comply with the rules and procedures of those systems. Transactions between participants in Euroclear
or Clearstream, on one hand, and other participants in DTC, on the other hand, are also subject to DTC’s rules and procedures.
Investors
will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers and other transactions involving
any beneficial interests in global securities held through those systems only on days when those systems are open for business.
Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United
States.
Cross-market
transfers between participants in DTC, on the one hand, and participants in Euroclear or Clearstream, on the other hand, will
be effected through DTC in accordance with the DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by
their respective U.S. depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear
or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within
the established deadlines (European time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction
meets its settlement requirements, deliver instructions to its U.S. depositary to take action to effect final settlement on its
behalf by delivering or receiving interests in the global securities through DTC, and making or receiving payment in accordance
with normal procedures for same-day fund settlement. Participants in Euroclear or Clearstream may not deliver instructions directly
to their respective U.S. depositaries.
Due to
time zone differences, the securities accounts of a participant in Euroclear or Clearstream purchasing an interest in a global
security from a direct participant in DTC will be credited, and any such crediting will be reported to the relevant participant
in Euroclear or Clearstream, during the securities settlement processing day (which must be a business day for Euroclear or Clearstream)
immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream as a result of sales of interests
in a global security by or through a participant in Euroclear or Clearstream to a direct participant in DTC will be received with
value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the
business day for Euroclear or Clearstream following DTC’s settlement date.
Other
The information
in this section of this prospectus concerning DTC, Clearstream, Euroclear and their respective book-entry systems has been obtained
from sources that we believe to be reliable, but we do not take responsibility for this information. This information has been
provided solely as a matter of convenience. The rules and procedures of DTC, Clearstream and Euroclear are solely within the control
of those organizations and could change at any time. Neither we nor the trustee nor any agent of ours or of the trustee has any
control over those entities and none of us takes any responsibility for their activities. You are urged to contact DTC, Clearstream
and Euroclear or their respective participants directly to discuss those matters. In addition, although we expect that DTC, Clearstream
and Euroclear will perform the foregoing procedures, none of them is under any obligation to perform or continue to perform such
procedures and such procedures may be discontinued at any time. Neither we nor the trustee nor any agent of ours or of the trustee
will have any responsibility for the performance or nonperformance by DTC, Clearstream and Euroclear or their respective participants
of these or any other rules or procedures governing their respective operations.
PLAN
OF DISTRIBUTION
We may
sell the securities described in this prospectus from time to time in one or more transactions described in the applicable prospectus
supplement, which may include:
| · | to
underwriters for public offering and sale by them; |
| · | through
a combination of any of the foregoing or any other methods of sale. |
We may
distribute the securities from time to time in one or more transactions at:
| · | a
fixed price or prices, which may be changed; |
| · | market
prices prevailing at the time of sale; |
| · | prices
related to such prevailing market prices; |
| · | other
prices determined as provided in the applicable prospectus supplement. |
Direct Sales
We may
sell the securities directly to institutional investors or others. The applicable prospectus supplement will describe the terms
of any sale of securities we are offering to purchasers directly. Direct sales may be arranged by a broker-dealer or other financial
intermediary.
To Underwriters
The applicable
prospectus supplement will name any underwriter involved in a sale of the securities to which that prospectus supplement relates.
Underwriters may offer and sell securities at a fixed price or prices, which may be changed, or from time to time at market prices,
at negotiated prices, or at other prices determined as provided in the applicable prospectus supplement. Underwriters may be deemed
to have received compensation from us from sales of securities in the form of underwriting discounts or commissions and may also
receive commissions from purchasers of any securities.
Underwriters
may sell our securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions
or commissions from the underwriters or commissions from purchasers.
Unless
we state otherwise in the applicable prospectus supplement, the obligations of any underwriters to purchase the securities will
be subject to certain conditions, and the underwriters will be obligated to purchase all the applicable securities if any are
purchased.
Underwriters
may over-allot or effect transactions that may stabilize, maintain or otherwise affect the market price of the applicable securities
at levels above those that might otherwise prevail in the open market, including, for example, by entering stabilizing bids, effecting
syndicate covering transactions or imposing penalty bids. However, the underwriters will be under no obligation to perform any
such transactions and any such transactions, if commenced, may be discontinued at any time without notice.
To or Through Agents
and Dealers
We will
name any agent involved in a sale of any securities, as well as any commissions payable by us to such agent, in a prospectus supplement.
If we
utilize a dealer in the sale of the securities being offered pursuant to this prospectus then, unless otherwise stated in the
applicable prospectus supplement, we will sell the securities to the dealer, as principal, and the dealer may then resell the
securities at varying prices to be determined by the dealer at the time of resale.
Delayed Delivery Contracts
If we
so specify in the applicable prospectus supplement, we may authorize underwriters, dealers or agents to solicit offers by institutions
to purchase the securities pursuant to contracts providing for payment and delivery on future dates. Such contracts may be subject
to conditions described in the applicable prospectus supplement.
If so
provided in the applicable prospectus supplement, underwriters, dealers and agents will not be responsible for the validity or
performance of any delayed delivery contracts. We will set forth in the prospectus supplement relating to the delayed delivery
contracts the price to be paid for the securities, the commissions payable for solicitation of the delayed delivery contracts
and the date in the future for delivery of the securities.
Other
Underwriters,
agents or dealers involved in the offering or sale of our securities and their affiliates may engage in transactions with or perform
services for us or our affiliates in the ordinary course of business.
There
is no existing market for the securities described in this prospectus (other than our common stock) and, unless otherwise indicated
in the applicable prospectus supplement, we do not intend to apply for or to maintain a listing of those securities (other than
our common stock) on any securities exchange or automated quotation system. Accordingly, there can be no assurance that a trading
market for the applicable securities will develop or will be maintained. Further, there can be no assurance as to the liquidity
of any market that may develop for the applicable securities, whether you will be able to sell your securities or the prices at
which you may be able to sell your securities.
LEGAL
MATTERS
Morrison
& Foerster LLP, Washington, D.C., will pass upon the validity of the securities being offered by this prospectus for us.
EXPERTS
The financial
statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included
in Management’s Annual Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference
to the Annual Report on Form 10-K for the year ended December 31, 2022 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in
auditing and accounting.
The consolidated
financial statements of Adevinta ASA appearing in eBay Inc.’s Annual Report (Form 10-K/A) for the year ended December 31,
2021 and filed with the SEC on May 10, 2022, have been audited by Ernst & Young AS, independent auditors, as set forth in
their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated
herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an internet site
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with
the SEC, including us. The SEC’s internet site can be found at http://www.sec.gov.
This prospectus
constitutes part of a registration statement filed under the Securities Act. As permitted by the SEC’s rules, this prospectus
omits certain information that is included or incorporated by reference in the registration statement. For further information
about us and the securities described in this prospectus, you should read the registration statement and the exhibits thereto.
You may read and copy those documents as described in the immediately preceding paragraph. Statements contained in this prospectus
or any applicable prospectus supplement as to the contents of any contract or other document are not complete and in each instance
we refer you to the copy of the contract or document filed or incorporated by reference as an exhibit to the registration statement
of which this prospectus is a part or to a document incorporated or deemed to be incorporated by reference in this prospectus,
and each such statement is qualified in all respects by such reference.
The SEC
allows us to incorporate by reference in this prospectus information that we file with the SEC, which means that we can disclose
important information to you by referring you to another document that we have filed with the SEC. The information incorporated
or deemed to be incorporated by reference is deemed to be part of this prospectus.
We incorporate
by reference the documents listed below that we have filed with the SEC (other than any document, portion of a document, information
or exhibit that is “furnished” to, rather than “filed” with, the SEC, including, without limitation, our
compensation committee report and performance graph included or incorporated by reference in any Annual Report on Form 10-K or
proxy statement, any information and related exhibits provided under Item 2.02 or Item 7.01 of any Current Report on Form 8-K,
and any exhibit that is “furnished” to, rather than “filed” with, the SEC pursuant to Item 9.01 of any
Current Report on Form 8-K):
| · | our
Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February
23, 2023; and |
| · | our
Annual Report on Form 10-K/A for the year ended December 31, 2021, filed with the SEC
on May 10, 2022; and |
| · | the
sections of our proxy statement on Schedule 14A filed with the SEC on April 21, 2022
that are incorporated by reference into our Annual Report on Form 10-K for the year ended
December 31, 2021; and |
| · | our
Current Report on Form 8-K that was filed with the SEC on January
13, 2023. |
We also
incorporate by reference into this prospectus all documents that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act from the date of this prospectus until we have terminated the offering (other than any document, portion
of a document, information or exhibit that is “furnished” to, rather than “filed” with, the SEC, including,
without limitation, our compensation committee report and performance graph included or incorporated by reference in any Annual
Report on Form 10-K or proxy statement, any information and related exhibits provided under Item 2.02 or Item 7.01 of any Current
Report on Form 8-K, and any exhibit that is “furnished” to, rather than “filed” with, the SEC pursuant
to Item 9.01 of any Current Report on Form 8-K).
Documents
incorporated by reference in this prospectus after the date hereof will automatically update and, to the extent inconsistent,
supersede the information contained and incorporated by reference in this prospectus. In that regard, any information contained
in this prospectus, any applicable prospectus supplement or any document incorporated or deemed to be incorporated by reference
in this prospectus will be deemed to have been modified or superseded to the extent that a subsequent statement contained in this
prospectus, any applicable prospectus supplement or free writing prospectus, or any other document that is incorporated or deemed
to be incorporated by reference in this prospectus modifies or supersedes the original statement. Any statement so modified or
superseded will not be deemed, except as so modified or superseded, to be part of this prospectus.
Documents
incorporated by reference herein, excluding all exhibits unless an exhibit has been specifically incorporated by reference into
this prospectus, are available without charge to each person (including a beneficial owner) to whom this prospectus is delivered
by requesting them in writing, by telephone or via the internet, at:
eBay Inc.
2025 Hamilton
Avenue
Attn: Investor Relations
San Jose, CA 95125
(408) 376-7493
https://investors.ebayinc.com
The information
contained on or that can be accessed through any of our websites is not a part of this prospectus, the registration statement
of which this prospectus forms a part, any document incorporated or deemed to be incorporated by reference herein, any prospectus
supplement or any related free writing prospectus.
PART
II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item
14. Other Expenses of Issuance and
Distribution.
The following
table sets forth the estimated fees and expenses payable by the registrant in connection with the registration of securities pursuant
to this registration statement. The actual amount of fees and expenses payable by the registrant in connection with the offering
and sale of such securities will be determined from time to time in connection with the offering of securities pursuant to this
registration statement.
SEC registration
fee | |
$ | (1 | ) |
Accounting fees and
expenses | |
$ | (2 | ) |
Legal fees and expenses | |
$ | (2 | ) |
Rating agency fees
and expenses | |
$ | (2 | ) |
Trustee fees and expenses | |
$ | (2 | ) |
Printing and miscellaneous
expenses | |
$ | (2 | ) |
Total | |
$ | (2 | ) |
| (1) | This
registration statement relates to the registration of securities having an indeterminate
maximum aggregate principal amount. Payment of the registration fee has been deferred
and will be made in accordance with Rule 456(b) and Rule 457(r) under the Securities
Act of 1933. |
| (2) | Estimated
offering expenses are not presently known and will be reflected in the applicable prospectus
supplement. |
Item
15. Indemnification
of Directors and Officers.
As permitted
by Section 145 of the Delaware General Corporation Law (the “DGCL”), the registrant’s amended and restated bylaws
(the “bylaws”) provide that (i) the registrant is required to indemnify its directors and officers to the fullest
extent permitted by the DGCL (provided, however, that the registrant is required to provide indemnification with
respect to a proceeding (or part thereof) initiated by one of such persons only if the proceeding (or part thereof) is authorized
by the registrant’s board of directors), (ii) the registrant may, in its discretion, indemnify other persons as set forth
in the DGCL,
(iii)
to the fullest extent permitted by the DGCL, the registrant is required to advance all expenses incurred by its directors and
officers in connection with a legal proceeding (subject to certain exceptions), (iv) the rights conferred in the bylaws are not
exclusive, (v) the registrant is authorized to enter into indemnification agreements with its directors, officers, employees and
agents and (vi) the registrant may not retroactively amend the bylaws provisions relating to indemnity.
The registrant
has entered into agreements with its directors and executive officers that require the registrant to indemnify such persons against
expenses, judgments, fines, settlements and other amounts that such person becomes legally obligated to pay (including expenses
of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made
a party by reason of the fact that such person is or was a director or officer of the registrant or any of its affiliated enterprises,
provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests
of the registrant. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for
indemnification thereunder.
Any underwriting
agreement that the registrant enters into in connection with an offering of securities registered hereunder may require the underwriters
to indemnify the registrant, some or all of its directors and officers and its controlling persons, if any, for specified liabilities,
including liabilities arising under the Securities Act of 1933.
Item
16. Exhibits.
The information
required by this Item appears in the Exhibit Index that precedes the signature pages in this Registration Statement on Form S-3.
Item
17. Undertakings.
| (a) | The
undersigned registrant hereby undertakes: |
| (1) | To
file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement: |
| (i) | to
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | to
reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price set forth in
the “Calculation of Registration Fee” table in the effective registration
statement; and |
| (iii) | to
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in
the registration statement; |
| provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii)
do not apply if the information required to be included in a post-effective amendment by those paragraphs
is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement. |
| (2) | That,
for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| (3) | To
remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering. |
| (4) | That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) | Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and |
| (ii) | Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part
of a registration statement in reliance on Rule 430B relating to an offering made pursuant
to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included
in the registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement relating to
the securities in the registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no |
|
|
statement made in a registration
statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date. |
| (5) | That,
for the purpose of determining liability of the registrant under the Securities Act of
1933 to any purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities to such
purchaser: |
| (i) | Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424; |
| (ii) | Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant; |
| (iii) | The
portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf
of the undersigned registrant; and |
| (iv) | Any
other communication that is an offer in the offering made by the undersigned registrant
to the purchaser. |
| (b) | The
undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in this registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue. |
Exhibit
Index
Exhibit
Number |
|
Description
of Document |
|
|
|
1.1 |
|
Form
of Underwriting Agreement(1) |
4.1 |
|
Registrant’s Amended and Restated Certificate of Incorporation, effective April 27, 2012, together with a Certificate of Amendment, effective June 4, 2019 (filed as exhibit 3.01 to the registrant’s Quarterly Report on Form 10-Q filed on July 18, 2019 (file no. 001-37713) and incorporated herein by reference) |
4.2 |
|
Registrant’s Amended and Restated Bylaws, effective January 12, 2023 (filed as exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on January 13, 2023 (file no. 001-37713) and incorporated herein by reference) |
4.3* |
|
Form
of Indenture between the registrant and Deutsche Bank Trust Company Americas, as trustee |
4.4 |
|
Form
of debt security(1) |
4.5 |
|
Form of common stock certificate (filed as exhibit 4.01 to the registrant’s Registration Statement on Form S-1/A filed on August 19, 1998 (file no. 333-59097) and incorporated herein by reference) |
4.6 |
|
Form
of certificate of designation for preferred stock(1) |
4.7 |
|
Form
of preferred stock certificate(1) |
4.8 |
|
Form
of deposit agreement(1) |
4.9 |
|
Form
of depositary receipt(1) |
4.10 |
|
Form
of warrant agreement(1) |
4.11 |
|
Form
of warrant certificate(1) |
4.12 |
|
Form
of purchase contract agreement(1) |
4.13 |
|
Form
of unit agreement(1) |
5.1* |
|
Opinion of Morrison & Foerster LLP |
23.1* |
|
Consent of PricewaterhouseCoopers LLP |
23.2* |
|
Consent of Ernst & Young AS |
23.3* |
|
Consent
of Morrison & Foerster LLP (included in Exhibit 5.1) |
24.1 |
|
Power of attorney (included on signature page) |
25.1* |
|
Statement of eligibility of trustee on Form T-1 |
107* |
|
Filing Fee Table |
| (1) | To
be filed (if applicable) by amendment hereto or as an exhibit to a document incorporated
or deemed to be incorporated by reference herein, if applicable. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of San Jose, State of California, on February 24, 2023.
|
eBay Inc. |
|
|
|
|
By: |
/s/ Jamie
Iannone |
|
|
Jamie Iannone |
|
|
President and Chief Executive Officer |
POWER
OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Jamie Iannone, Steve Priest, Brian J. Doerger
and Marie Oh Huber, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities,
to sign any and all amendments (including pre-effective and post-effective amendments) to this registration statement and any
additional registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, or SEC, and generally
to do any and all such things in such person’s name, place and stead and in such person’s capacity as an officer and/or
director of the registrant in connection therewith; granting unto said attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing that they or any of them deems necessary or appropriate to
be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or any substitutes or substitute therefor, may do or cause
to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated on February
24, 2023.
Signature |
Title |
/s/
Jamie Iannone |
President,
Chief Executive Officer and Director |
Jamie
Iannone |
(Principal
Executive Officer) |
/s/
Steve Priest |
Chief
Financial Officer |
Steve
Priest |
(Principal
Financial Officer) |
/s/
Brian J. Doerger |
Vice
President, Chief Accounting Officer |
Brian
J. Doerger |
(Principal
Accounting Officer) |
/s/
Paul S. Pressler |
Chair
of the Board and Director |
Paul
S. Pressler |
|
Signature |
Title |
/s/
Adriane M. Brown |
Director |
Adriane
M. Brown |
|
/s/
Aparna Chennapragada |
Director |
Aparna
Chennapragada |
|
/s/
Logan D. Green |
Director |
Logan
D. Green |
|
/s/
E. Carol Hayles |
Director |
E.
Carol Hayles |
|
/s/
Mohak Shroff |
Director |
Mohak
Shroff |
|
/s/
Robert H. Swan |
Director |
Robert
H. Swan |
|
/s/
Perry M. Traquina |
Director |
Perry
M. Traquina |
|
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