Form 8-K - Current report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2024

eBay Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-37713	77-0430924
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

2025 Hamilton Avenue

San Jose, California 95125

(Address of principal executive offices)

(408) 376-7108

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

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

☐

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

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

Title of each class	Trading symbol(s)	Name of exchange on which registered
Common stock	EBAY	The Nasdaq Global Select Market

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

Emerging growth company ☐

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

Item 1.01. Entry into a Material Definitive Agreement.

On May 10, 2024, eBay Inc., a Delaware corporation (“eBay”), eBay International Holding GmbH, a wholly owned subsidiary of eBay incorporated under the laws of Switzerland (“eBay GmbH”), and eBay International Management B.V., a wholly owned subsidiary of eBay incorporated under the laws of the Netherlands (“eBay B.V.” and together with eBay and eBay GmbH, the “eBay Parties”), BCP Aurelia Luxco S.à r.l. incorporated under the laws of the Grand Duchy of Luxembourg (“HoldCo”), Aurelia UK Feederco Limited, a wholly owned subsidiary of HoldCo incorporated under the laws of England and Wales (the “Equity Investor”), Aurelia Netherlands TopCo B.V., a wholly owned subsidiary of the Equity Investor incorporated under the laws of the Netherlands (“TopCo”), Aurelia BidCo Norway AS, a wholly owned subsidiary of TopCo incorporated under the laws of Norway (“BidCo”) and Aurelia BidCo 1 Norway AS, a wholly owned subsidiary of BidCo incorporated under the laws of Norway (“BidCo 1”) entered into amendments (the “Amendments”) to the Bid Conduct Agreement dated as of November 21, 2023 and the Transaction Completion Agreement dated as of November 21, 2023.

Pursuant to the Amendments the eBay Parties have agreed, subject to certain terms and conditions, to (a) increase the number of shares of Adevinta ASA (“Adevinta”) sold to BidCo 1 to 227,115,592 shares in exchange for approximately $2.4 billion of cash (the “Sale”) and (b) to reduce the number of Adevinta shares transferred to TopCo to 177,115,591 shares in exchange for the issuance of new shares in TopCo (together with the Sale, the “Transactions”). When combined, the impact of the Amendments increases the cash expected to be received by eBay at the closing of the Transactions by approximately $270 million and reduces eBay's expected ownership in Adevinta from approximately 20% to approximately 18%.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments, respectively, which are attached hereto as Exhibit 2.1 and Exhibit 2.2 to this Current Report on Form 8-K and incorporated herein by reference in their entirety.

Cautions Regarding Forward-Looking Statements

Certain statements herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are often identified by words such as “anticipate,” “approximate,” “believe,” “commit,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “outlook,” “plan,” “project,” “potential,” “should,” “would,” “will” and other similar words or expressions. Such forward-looking statements reflect eBay’s current expectations or beliefs concerning future events and actual events may differ materially from historical results or current expectations. The reader is cautioned not to place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of eBay. The forward-looking statements in this document address a variety of subjects including, for example, the closing of the Transactions and the potential benefits of the Transactions. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the possibility that the conditions to the Transactions are not satisfied on a timely basis or at all; the possibility that eBay may not fully realize the projected benefits of the Transactions; the possibility that the closing of the Transactions may not occur on the anticipated timeline or at all; business disruption during the pendency of or following the Transactions; diversion of management’s time on Transactions-related issues; the reaction of customers and other persons to the Transactions; and other events that could adversely impact the completion of the Transactions, including industry or economic conditions outside of eBay’s control. In addition, actual results are subject to other risks and uncertainties that relate more broadly to eBay’s overall business, including those more fully described in eBay’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 10-K for the fiscal year ended December 31, 2023 and subsequent quarterly reports on Form 10-Q. The forward-looking statements in this document speak only as of this date. We undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following materials are attached as exhibits to this Current Report on Form 8-K:

Exhibit
Number		Description
2.1		Amendment Agreement to Bid Conduct Agreement, dated as of May 10, 2024, by and among eBay Inc., eBay International Holding GmbH, eBay International Management B.V., BCP Aurelia Luxco S.à r.l., Aurelia UK Feederco Limited, Aurelia Netherlands TopCo B.V., Aurelia BidCo Norway AS and Aurelia BidCo 1 Norway AS†

2.2		Amendment Agreement to Transaction Completion Agreement, dated as of May 10, 2024, by and among eBay Inc., eBay International Holding GmbH, eBay International Management B.V., BCP Aurelia Luxco S.à r.l., Aurelia UK Feederco Limited, Aurelia Netherlands TopCo B.V., Aurelia BidCo Norway AS and Aurelia BidCo 1 Norway AS†

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

†

Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	eBay Inc.
	(Registrant)

Date: May 10, 2024	/s/ Molly Finn
	Name: Molly Finn
	Title: Vice President & Deputy General Counsel, Corporate & Assistant Secretary

Exhibit 2.1

10 May 2024

AURELIA UK FEEDERCO LIMITED

EBAY INC.

EBAY INTERNATIONAL HOLDING GMBH

EBAY INTERNATIONAL MANAGEMENT B.V.

BCP AURELIA LUXCO S.À R.L.

AURELIA NETHERLANDS TOPCO B.V.

Aurelia Bidco Norway AS

Aurelia Bidco 1 Norway AS

FIRST AMENDMENT AGREEMENT

regarding the

BID CONDUCT AGREEMENT

relating to Project Aurelia

Contents

Clause		Page

1.	Definitions	3

2.	Certain Amendments	3

3.	Further Agreements	3

4.	Miscellaneous	3

Schedule 6 Sample cap table calculation		4

THIS AGREEMENT (the Amendment Agreement) is dated 10 May 2024

PARTIES:

(1)

AURELIA UK FEEDERCO LIMITED incorporated under the laws of England and Wales (registered number 15245581), whose registered office is at 10^th floor, 30 St Mary Axe, London, EC3A 8BF, United Kingdom (Equity Investor);

(2)

EBAY INC. incorporated under the laws of Delaware (I.R.S. Employer Identification No. 77-0430924), whose principal executive office is at 2025 Hamilton Avenue, San Jose, California 95215, United States (Erik);

(3)

EBAY INTERNATIONAL HOLDING GMBH, an indirect wholly-owned subsidiary of Erik, incorporated under the laws of Switzerland (registered number CHE-262.723.657), whose registered office is at Helvetiastrasse 15-17, 3005 Bern, Switzerland (Erik GmbH);

(4)

EBAY INTERNATIONAL MANAGEMENT B.V., an indirect wholly-owned subsidiary of Erik, incorporated under the laws of the Netherlands (registered number 71993312), whose registered office is at Stadhouderskade 85, 1054 ES Amsterdam, the Netherlands (Erik BV);

(5)

BCP AURELIA LUXCO S.À R.L. incorporated under the laws of the Grand Duchy of Luxembourg (registered number B281366), whose registered office is at 2-4, rue Eugene Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg (Bjoern);

(6)

AURELIA NETHERLANDS TOPCO B.V. incorporated under the laws of the Netherlands (registered number 91818427), whose registered office is at Amstelveenseweg 760, 1081 JK Amsterdam, the Netherlands (the Company);

(7)

Aurelia Bidco Norway AS incorporated under the laws of Norway (registered number 932 213 346), whose office is at c/o Wikborg Rein Advokatfirma AS, Dronning Mauds gate 11, 0250 Oslo, Norway (pending registration in the Norwegian Registry of Business Enterprises) (BidCo); and

(8)

Aurelia Bidco 1 Norway AS incorporated under the laws of Norway (registered number 932 213 311), whose office is at c/o Wikborg Rein Advokatfirma AS, Dronning Mauds gate 11, 0250 Oslo, Norway (pending registration in the Norwegian Registry of Business Enterprises) (BidCo 1)

(the Equity Investor, Erik, Erik GmbH, Erik BV, Bjoern, the Company, BidCo as well as BidCo 1 each also, a Party and collectively, the Parties).

WHEREAS:

(A)

On 21 November 2023, the Parties, among other agreements, entered into a certain Bid Conduct Agreement, among other things, setting out their respective rights and obligations in relation to the voluntary public takeover offer for all issued and outstanding class A shares (voting shares) in Adevinta ASA and the Offer Process (as amended from time to time, the Erik BCA and where reference is made in this Amendment Agreement to the term “original” Erik BCA, such reference shall designate the original version of the Erik BCA as executed on 21 November 2023).

(B)

The Parties wish to amend the original Erik BCA by this Amendment Agreement and agree as set out in the following.

IT IS AGREED:

Definitions

Capitalised terms used or referenced in this Amendment Agreement shall have the meaning ascribed to them in this Amendment Agreement or, in the absence of a separate definition as contained herein, shall have the meaning as ascribed to them in the original Erik BCA.

Certain Amendments

The Parties agree that the original Erik BCA shall be changed and amended as follows, subject to further changes from time to time to the extent agreed in writing between the Parties:

Schedule 6 (Sample cap table calculation) of the Erik BCA shall be replaced by Schedule 6 (Sample cap table calculation) as attached to this Amendment Agreement.

Further Agreements

The Parties hereby agree that any reference made to any of the Transaction Documents in the original Erik BCA shall refer to such Transaction Document as amended from time to time.

Miscellaneous

4.1

Except as expressly set forth in this Amendment Agreement, all other provisions of the Erik BCA, as contained in the original Erik BCA, shall remain unaffected.

4.2

Clauses 15 through 30 of the original Erik BCA shall apply mutatis mutandis to this Amendment Agreement.

[Schedules and signature pages follow]

Schedule 6
Sample cap table calculation

Equity Investor

Shareholder	Percentage
Peter I		20.9	%
Peter II		28.4	%
Bjoern		36.2	%
Gunnar		9.4	%
Torben		5.1	%
Total		100	%

Company (illustrative and subject to equity funding amount)

Shareholder	Percentage
Equity Investor		68	%
Erik		18	%
Sven		14	%
Total		100	%

[Signature pages to be added]

[Signature pages to the First Amendment Agreement regarding the Erik Bid Conduct
Agreement relating to Project Aurelia]

Aurelia UK Feederco Limited

Date: 10 May 2024

by:

/s/ Lionel Assant		/s/ Alexander Walsh
Name: Lionel Assant		Name: Alexander Walsh
Title: Director		Title: Director

[Signature pages to the First Amendment Agreement regarding the Erik Bid Conduct
Agreement relating to Project Aurelia]

eBay Inc.

Date: 10 May 2024

by:

/s/ Steve Priest
Name: Steve Priest
Title: SVP, Chief Financial Officer

eBay International Holding GmbH

Date: 10 May 2024

by:

/s/ Kenneth Ebanks
Name: Kenneth Ebanks
Title: President and Managing Officer

eBay International Management B.V.

Date: 10 May 2024

by:

/s/ Kenneth Ebanks		/s/ Mark Solomons
Name: Kenneth Ebanks		Name: Mark Solomons
Title: Director A		Title: Director B

[Signature pages to the First Amendment Agreement regarding the Erik Bid Conduct
Agreement relating to Project Aurelia]

BCP Aurelia Luxco S.à r.l.

Date: 10 May 2024

by:

/s/ John Sutherland
Name: John Sutherland
Title: Manager

Aurelia Netherlands Topco B.V.

Date: 10 May 2024

by:

/s/ Lionel Assant
Name: Lionel Assant
Title: Authorized representative

[Signature pages to the First Amendment Agreement regarding the Erik Bid Conduct
Agreement relating to Project Aurelia]

Aurelia Bidco Norway AS

Date: 10 May 2024

by:

/s/ Lionel Assant		/s/ Alexander Walsh
Name: Lionel Assant		Name: Alexander Walsh
Title: Chairman of the Board		Title: Board member

[Signature pages to the First Amendment Agreement regarding the Erik Bid Conduct
Agreement relating to Project Aurelia]

Aurelia Bidco 1 Norway AS

Date: 10 May 2024

by:

/s/ Lionel Assant		/s/ Alexander Walsh
Name: Lionel Assant		Name: Alexander Walsh
Title: Chairman of the Board		Title: Board member

Exhibit 2.2

10 May 2024

Aurelia UK Feederco Limited

EBAY INC.

eBay International Holding GmbH

eBay International Management B.V.

BCP Aurelia Luxco S.à r.l.

Aurelia Netherlands Topco B.V.

AURELIA BIDCO NORWAY AS

AURELIA BIDCO 1 NORWAY AS

FIRST AMENDMENT AGREEMENT

regarding the

TRANSACTION COMPLETION AGREEMENT

relating to Project Aurelia

Contents

Clause		Page

1.	Definitions	3

2.	Certain Amendments	3

3.	Miscellaneous	4

Schedule 4 Sample cap table calculation		5

THIS AGREEMENT (the Amendment Agreement) is dated 10 May 2024

PARTIES:

(1)

AURELIA UK FEEDERCO LIMITED incorporated under the laws of England and Wales (registered number 15245581), whose registered office is at 10th floor, 30 St Mary Axe, London, EC3A 8BF, United Kingdom (Equity Investor);

(2)

eBay Inc. incorporated under the laws of Delaware (I.R.S. Employer Identification No. 77-0430924), whose principal executive office is at 2025 Hamilton Avenue, San Jose, California 95215, United States (Erik);

(3)

EBAY INTERNATIONAL HOLDING GMBH, an indirectly wholly-owned subsidiary of Erik, incorporated under the laws of Switzerland (registered number CHE-262.723.657), whose registered office is at Helvetiastrasse 15-17, 3005 Bern, Switzerland (Erik GmbH);

(4)

eBay International Management B.V., an indirectly wholly-owned subsidiary of Erik, incorporated under the laws of the Netherlands (registered number 71993312), whose registered office is at Stadhouderskade 85, 1054 ES Amsterdam, the Netherlands (Erik BV);

(5)

(6)

(7)

AURELIA BIDCO NORWAY AS incorporated under the laws of Norway (registered number 932 213 346), office is at c/o Wikborg Rein Advokatfirma AS, Dronning Mauds gate 11, 0250 Oslo, Norway (pending registration in the Norwegian Registry of Business Enterprises) (BidCo); and

(8)

AURELIA BIDCO 1 NORWAY AS incorporated under the laws of Norway (registered number 932 213 311), registered office is at c/o Wikborg Rein Advokatfirma AS, Dronning Mauds gate 11, 0250 Oslo, Norway (pending registration in the Norwegian Registry of Business Enterprises) (BidCo 1)

(the Equity Investor, Erik, Erik GmbH, Erik BV, Bjoern, the Company, BidCo as well as BidCo 1 each also, a Party and collectively, the Parties).

WHEREAS:

(A)

On 21 November 2023, the Parties, among other agreements, entered into a certain Transaction Completion Agreement in order to, among other things, set out the terms governing the transfers of the Erik Target Shares to the BidCo Group as well as certain other actions connected to the voluntary public takeover offer for all issued and outstanding class A shares (voting shares) in Adevinta ASA by BidCo (as amended from time to time, the Erik TCA and where reference is made in this Amendment Agreement to the term “original” Erik TCA, such reference shall designate the original version of the Erik TCA as executed on 21 November 2023).

(B)

The Parties wish to amend the original Erik TCA by this Amendment Agreement and agree as set out in the following.

IT IS AGREED:

Definitions

Certain Amendments

The Parties agree that the original Erik TCA shall be changed and amended as follows, subject to further changes from time to time to the extent agreed in writing between the Parties:

2.1

Clause 4.1 of the original Erik TCA shall be replaced in its entirety by the following new Clause 4.1:

Erik hereby commits to the Company, and only to the Company, to cause Erik GmbH to transfer, and Erik GmbH commits to transfer, at Completion 177,115,591 of the Erik Class A Target Shares (the Erik Rollover Target Shares) to the Company against issuance of new shares in the Company. As consideration for the transfer of the Erik Rollover Target Shares, the Company shall issue to Erik GmbH such number of Ordinary Shares that is equal in value to the Erik Rollover Target Shares valued at NOK 115 per Erik Rollover Target Share at the Signing Exchange Rate (such newly issued shares, the Erik Rollover Shares).

2.2

Clause 5.1 of the original Erik TCA shall be replaced in its entirety by the following new Clause 5.1:

Erik hereby commits to BidCo 1, and only to BidCo 1, to cause Erik BV, Erik GmbH and/or their respective applicable subsidiaries to sell and transfer, and each of Erik BV and Erik GmbH commits to sell and transfer (and/or cause its respective applicable subsidiaries to sell and transfer), at Completion 167,859,524 of the Erik Class A Target Shares and all of the Erik Class B Target Shares (jointly, the Erik Sale Target Shares) to BidCo 1 against a consideration in the amount of USD 2,431,150,493.58 (in words: two billion four hundred thirty-one million one hundred fifty thousand four hundred ninety-three dollars US Dollars and fifty-eight cents) (the Erik Cash Purchase Price). The Erik Cash Purchase Price shall be payable by BidCo 1 to Erik in cash at Completion in accordance with Clause 10.

2.3

Schedule 4 (Sample cap table calculation) of the Erik TCA shall be replaced by Schedule 4 (Sample cap table calculation) as attached to this Amendment Agreement.

Further Agreements

The Parties hereby agree that any reference made to any of the Transaction Documents in the original Erik TCA shall refer to such Transaction Document as amended from time to time.

Miscellaneous

4.1

Except as expressly set forth in this Amendment Agreement, all other provisions of the Erik TCA, as contained in the original Erik TCA, shall remain unaffected.

4.2

Clauses 13 through 27 of the original Erik TCA shall apply mutatis mutandis to this Amendment Agreement.

[schedules and signature pages follow]

Schedule 4
Sample cap table calculation

Equity Investor

Shareholder	Percentage
Peter I		20.9	%
Peter II		28.4	%
Bjoern		36.2	%
Gunnar		9.4	%
Torben		5.1	%
Total		100	%

Company (illustrative and subject to equity funding amount)

Shareholder	Percentage
Equity Investor		68	%
Erik		18	%
Sven		14	%
Total		100	%

Signature

[Signature pages to be added]