SAN JOSE, Calif., March 23, 2021 /PRNewswire/ -- eBay Inc. (Nasdaq:
EBAY) (the "Company" or "eBay") announced today that it has priced
the previously announced cash tender offer (the "Offer") for any
and all of its outstanding $1 billion
aggregate principal amount 2.60% Notes due 2022 (the "Notes"), on
the terms and subject to the conditions set forth in the Offer to
Purchase, dated March 17, 2021 (the
"Offer to Purchase") and the related Notice of Guaranteed Delivery
attached to the Offer to Purchase (the "Notice of Guaranteed
Delivery"). The Offer to Purchase and the Notice of Guaranteed
Delivery are referred to herein collectively as the "Offer
Documents."
Certain information related to the Notes and the pricing of the
Offer is set forth in the table below.
Title of
Note
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
U.S.
Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Reference
Yield
|
Tender Offer
Consideration(1)(2)
|
|
|
|
|
|
|
|
|
2.60%
Notes
due
2022
|
278642AE3
|
$1,000,000,000
|
2.250%
UST due
April 15,
2022
|
FIT4
|
20 bps
|
0.09%
|
$1,024.39
|
|
(1) Per $1,000
principal amount validly tendered at or prior to the Expiration
Time (or pursuant to a Notice of Guaranteed Delivery) and not
validly withdrawn and accepted for purchase.
|
(2) The Tender Offer
Consideration is calculated on the basis of pricing for the U.S.
Reference Treasury Security as of 11:00 a.m. today.
|
Holders must validly tender (and not validly withdraw) or
deliver a properly completed and duly executed Notice of Guaranteed
Delivery for their Notes at or before the Expiration Time (as
defined below) in order to be eligible to receive the Tender Offer
Consideration (as defined below). Holders who tender their Notes
today at or prior to 5:00 P.M.,
New York City time (such time and
date, as the same may be extended or earlier terminated by the
Company, the "Withdrawal Deadline") may withdraw such tendered
Notes at any time at or prior to the Withdrawal Deadline. Following
the Withdrawal Deadline, Holders who have tendered their Notes
(whether before, on or after the Withdrawal Deadline) may not
withdraw such Notes unless the Company is required to extend
withdrawal rights under applicable law. In addition, holders whose
Notes are purchased in the Offer will receive accrued and unpaid
interest on those Notes from the last interest payment date to, but
not including, the Settlement Date (as defined in the Offer to
Purchase). The Company expects the Settlement Date to occur on
March 24, 2021. Notes tendered by
Notice of Guaranteed Delivery and accepted for purchase will be
purchased on the third business day after the Expiration Time, but
payment of accrued interest on such Notes will only be made to, but
not including, the Settlement Date.
The Offer will expire today at 5:00
p.m., New York City time
unless extended by the Company (such time and date, as the same may
be extended or earlier terminated, the "Expiration Time") or
earlier terminated.
The Offer is subject to the satisfaction or waiver of certain
conditions as described in the Offer to Purchase and is not
conditioned upon the tender of any minimum principal amount of
Notes. If any of the conditions are not satisfied, the Company may
terminate the Offer and return tendered Notes, may waive
unsatisfied conditions and accept for payment and purchase all
validly tendered Notes, may extend the Offer or may otherwise amend
the Offer. The Company expressly reserves the right, in its
sole discretion, subject to applicable law, to terminate the Offer
at any time prior to the Expiration Time.
The consideration (the "Tender Offer Consideration") offered per
$1,000 principal amount of Notes
validly tendered (and not validly withdrawn) and accepted for
purchase pursuant to the Offer was determined in the manner
described in the Offer to Purchase by reference to the fixed spread
(the "Fixed Spread") specified above plus the yield based on the
bid-side price of the U.S. Treasury Reference Security specified
above as quoted on the applicable page on the Bloomberg Bond Trader
FIT4 series of pages today at 11:00
a.m., New York City
time.
The complete terms and conditions of the Offer are set forth in
the Offer Documents that have been sent to holders of the
Notes. Holders are urged to read the Offer Documents
carefully, consult their own investment and tax advisers and make
their own decisions whether to tender Notes in the Offer, and, if
so, the principal amount of Notes to tender.
Notes that are not tendered and accepted for payment pursuant to
the Offer will remain obligations of eBay. There is no
requirement that eBay redeem any Notes, and unless redeemed, such
Notes will continue to remain outstanding.
The Company has engaged BofA Securities to act as Dealer Manager
for the Offer. Persons with questions regarding the Offer
should contact BofA Securities collect at (980) 387-3907.
Requests for documents should be directed to D.F. King & Co.,
Inc., the Tender and Information Agent for the Offer, at (212)
269-5550 (for banks and brokers) or (866) 521-4487 (for
noteholders), or via the following web address:
www.dfking.com/ebay.
This press release is for informational purposes only and is not
an offer to purchase or a solicitation of an offer to purchase with
respect to any of the Notes. The Offer is being made pursuant
to the Offer Documents, including the Offer to Purchase that the
Company has distributed to holders of the Notes. The Offer is
not being made to holders of Notes in any jurisdiction in which the
making or acceptance thereof would not be in compliance with the
securities or other laws of such jurisdiction. None of the
Company, the Dealer Manager, the Tender and Information Agent or
their respective affiliates is making any recommendation as to
whether or not holders should tender all or any portion of their
Notes in the Offer.
About eBay
eBay Inc. (Nasdaq: EBAY) is a global commerce leader that
connects millions of buyers and sellers in 190 markets around the
world. We exist to enable economic opportunity for individuals,
entrepreneurs, businesses and organizations of all sizes. Founded
in 1995 in San Jose, California,
eBay is one of the world's largest and most vibrant marketplaces
for discovering great value and unique selection. In 2020, eBay
enabled $100 billion of gross
merchandise volume. For more information about the company and its
global portfolio of online brands, visit www.ebayinc.com.
Forward-Looking Statements
Statements contained in this release that state the Company's or
management's intentions, expectations or predictions of the future
are forward-looking statements. Specifically, the Company
cannot assure you that the Offer will be consummated on the terms
currently contemplated, if at all. The forward-looking
statements involve risks and uncertainties and actual results may
differ materially from those projected or implied. The
Company disclaims any intention or obligation to revise any
forward-looking statements whether as a result of new information,
future events or otherwise.
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SOURCE eBay Inc.