Current Report Filing (8-k)
July 21 2020 - 8:15AM
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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): July 20, 2020
eBay Inc.
(Exact name of registrant as specified
in its charter)
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Delaware
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001-37713
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77-0430924
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2025 Hamilton Avenue
San Jose, California 95125
(Address of principal executive offices)
(408) 376-7008
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading symbol
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Name
of each exchange which registered
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Common stock
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EBAY
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The Nasdaq Global Select Market
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6.00% Notes due 2056
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EBAYL
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The Nasdaq Global Select Market
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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. ☐
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Item 7.01.
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Regulation FD Disclosure.
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On July 21, 2020, eBay Inc., a Delaware
corporation (“eBay”), issued a press release announcing the entry into a Transaction Agreement with Adevinta
ASA (“Adevinta”), pursuant to which eBay will transfer its Classifieds business to Adevinta in exchange for
$2.5 billion in cash and 540 million Adevinta shares (the “Transaction”). A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference herein.
This information that is furnished
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be
deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such filing.
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 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 Transaction and the potential benefits
of the Transaction. The following factors, among others, could cause actual results to differ materially from those described
in these forward-looking statements: the possibility that regulatory and other approvals and conditions to the Transaction are
not received or satisfied on a timely basis or at all; the possibility that eBay may not fully realize the projected benefits
of the Transaction; changes in the anticipated timing for closing the Transaction; business disruption during the pendency of
or following the Transaction; diversion of management time on Transaction-related issues; the reaction of customers and other
persons to the Transaction; and other events that could adversely impact the completion of the Transaction, including COVID-19
and industry or economic conditions outside of our 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
Securities and Exchange Commission (“SEC”), including its annual report on Form 10-K for the fiscal year ended
December 31, 2019 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.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit
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No.
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Description of Exhibit
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99.1
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Press Release
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104
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The cover page from this Current Report on Form 8-K formatted in
Inline XBRL (included as Exhibit 101)
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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.
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eBay Inc.
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(Registrant)
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Date: July 21, 2020
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By:
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/s/ Marc D. Rome
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Name:
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Marc D. Rome
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Title:
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Vice President & Deputy General Counsel, Corporate & Assistant Secretary
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