On June 6, 2017, eBay Inc. (the Company) closed its sale
of $2,500,000,000 aggregate principal amount of its senior unsecured notes, consisting of $400,000,000 aggregate principal amount of its Floating Rate Notes due 2023 (the 2023 Floating Rate Notes), $500,000,000 aggregate principal amount
of its 2.150% Notes due 2020 (the 2020 Fixed Rate Notes), $750,000,000 aggregate principal amount of its 2.750% Notes due 2023 (the 2023 Fixed Rate Notes) and $850,000,000 aggregate principal amount of its 3.600% Notes due
2027 (the 2027 Fixed Rate Notes and, together with the 2023 Floating Rate Notes, the 2020 Fixed Rate Notes and the 2023 Fixed Rate Notes, the Notes) pursuant to an Underwriting Agreement (the Underwriting
Agreement) dated May 30, 2017 among the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters named therein. The
Notes were issued and sold under the Companys effective shelf registration statement on Form
S-3
(Registration
No. 333-215919)
and a related prospectus
supplement and prospectus filed with the Securities and Exchange Commission and pursuant to an Indenture dated as of October 28, 2010 (the Indenture), as supplemented and amended by a Supplemental Indenture dated as of
October 28, 2010 (the Supplemental Indenture), each between the Company and Wells Fargo Bank, National Association, as trustee. The 2023 Floating Rate Notes, the 2020 Fixed Rate Notes, the 2023 Fixed Rate Notes and the 2027 Fixed
Rate Notes are each sometimes referred to as a series of Notes. The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary indemnification provisions.
The 2023 Floating Rate Notes are not redeemable at the option of the Company prior to their maturity. The 2020 Fixed Rate Notes, the 2023
Fixed Rate Notes and the 2027 Fixed Rate Notes are redeemable at the option of the Company, at any time in whole or from time to time in part, at the applicable redemption prices specified in the respective forms of Note of such series included in
Exhibit 4.3 hereto.
In addition, if a Change of Control Triggering Event (as defined in the respective forms of the Notes included in
Exhibit 4.3 hereto) occurs with respect to the Notes of any series, the Company will be required, subject to certain exceptions, to offer to repurchase the Notes of such series at a price equal to 101% of the principal amount, plus accrued and
unpaid interest, if any.
The foregoing description of some of the terms of the Notes and the Underwriting Agreement are not complete and
are subject to, and qualified in their entirety by reference to, the complete terms and conditions of the Underwriting Agreement, the Indenture, the Supplemental Indenture, the officers certificate establishing the form and terms of the Notes
of each series, and the respective forms of the Notes of each series, which are filed or incorporated by reference, as the case may be, as Exhibits 1.1 and 4.1 through 4.7 hereto, respectively, and are incorporated by reference herein. In connection
with the issuance of the Notes, Sidley Austin LLP provided the Company with the legal opinion attached hereto as Exhibit 5.1.
On
May 30, 2017, the Company issued a press release announcing its agreement to sell the Notes. A copy of the press release is attached hereto as Exhibit 99.1.
2