Entry into a Material Definitive


 


Pursuant to that certain letter agreement announced
by eBay Inc., a Delaware corporation (“

eBay

”), on June 24, 2021, on June 30, 2021, following the approval
of the Bank of Korea, eBay, eBay KTA (UK) Ltd., a private company limited by shares incorporated under the laws of the United Kingdom
and a wholly owned subsidiary of eBay (“

Seller

”), Emerald SPV Co., Ltd., a joint stock company (

chusik hoesa

)
incorporated under the laws of Korea and a wholly owned Subsidiary of Purchaser Guarantor (“

Purchaser

”), and, solely
for the purposes set forth therein, E-mart Inc., a joint stock company (

chusik hoesa

) incorporated under the laws of Korea (“

Purchaser
Guarantor

”), entered into a Securities Purchase Agreement (the “

Purc hase Agreement

”) pursuant to which (i)
Purchaser will acquire 80.01% of the outstanding equity interests of eBay Korea LLC, a limited liability company incorporated under the
laws of Korea and a wholly owned subsidiary of eBay KTA (“

eBay Korea

”), pursuant to the terms and conditions of the
Purchase Agreement, in exchange for KRW 3,440,430,000,000 in cash, subject to certain adjustments specified therein for indebtedness,
cash, working capital, transaction expenses and certain transaction taxes and (ii) Seller will retain 19.99% of the outstanding equity
interests of eBay Korea (the “

Transaction

”). Purchaser Guarantor has agreed to guarantee the obligations of Purchaser
under the Purchase Agreement.


Each party’s obligation to consummate the
Transaction is subject to certain closing conditions as set out in the Purchase Agreement, including, among others, (i) subject to certain
exceptions, the accuracy of the representations and warranties of the parties; (ii) performance in all material respects by each of the
parties of its covenants and agreements; (iii) the receipt of required regulatory clearance; and (iv) the absence of any law or order
from any government entity prohibiting consummation of the Transaction.


Pursuant to the Purchase Agreement, the parties
will enter into certain ancillary agreements at the closing of the Transaction, including agreements relating to transition services and
certain arrangements with respect to eBay’s governance and liquidity rights in eBay Korea.


The Purchase Agreement contains customary representations,
warranties and covenants, including with respect to certain post-closing employee compensation and benefits matters, by each party that
are subject to specified exceptions and qualifications set forth in the Purchase Agreement. 


The Purchase Agreement also includes certain termination
rights, including (i) by either eBay or Purchaser, if the Transaction is not consummated on or before March 30, 2022, subject to
one automatic three-month extension if all conditions to the closing of the Transaction, other than certain conditions relating to regulatory
approvals, have been satisfied or waived on such date, and if after the first extension, the required regulatory approvals still have
not been obtained, eBay will have the right to one additional three-month extension if all conditions to the closing of the Transaction,
other than certain conditions relating to regulatory approvals, have been satisfied or waived on such date; (ii) by either eBay or Purchaser,
if any law or order from a governmental entity permanently prohibits consummation of the Transaction; (iii) by either eBay or Purchaser,
if the other party is in material breach of its respective representations and warranties or covenants under the Purchase Agreement such
that a closing condition is not satisfied (subject to a cure period); and (iv) by eBay, if Purchaser fails to consummate the Transaction
after all closing conditions have been satisfied. The Purchase Agreement provides that, in connection with the termination of the Purchase
Agreement by eBay under certain circumstances, including as a result of the parties’ failure to obtain regulatory approvals or the
events described in the foregoing clauses (iii) and (iv), eBay will be entitled to receive a termination fee of KRW 344,000,000,000.


The foregoing description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, which
is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The Purchase Agreement has
been included to provide eBay’s stockholders with information regarding its terms. It is not intended to provide any other information
about eBay or Purchaser or their respective subsidiaries and affiliates. The Purchase Agreement contains representations and warranties
by each of eBay and Purchaser. These representations and warranties were made solely for the benefit of the parties to the Purchase Agreement
and (i) may have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts;
(ii) may have been qualified in the Purchase Agreement by confidential disclosure schedules that were delivered to the other party in
connection with the signing of the Purchase Agreement, which disclosure schedules may contain information that modifies, qualifies and
creates exceptions to the representations, warranties and covenants set forth in the Purchase Agreement; (iii) may be subject to a contractual
standard of materiality applicable to the parties that differs from what a stockholder may view as material; and (iv) may have been made
only as of the date of the Purchase Agreement or as of another date or dates as may be specified in the Purchase Agreement, and information
concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent
information may or may not be fully reflected in eBay’s public disclosures, if at all. Accordingly, stockholders should not rely
upon the representations and warranties contained in the Purchase Agreement or any descriptions thereof as characterizations of the actual
state of facts or condition of eBay or Purchaser or their respective subsidiaries and affiliates.




 

 

 


 



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 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 the ongoing COVID-19 pandemic and other 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, 2020 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


 


Securities Purchase Agreement, dated as of June 30, 2021, by and among eBay Inc., eBay KTA (UK) Ltd., Emerald SPV Co., Ltd. and, solely for the purposes set forth therein, E-mart Inc.*



104


 


The cover page from this Current Report on Form 8-K
formatted in Inline XBRL (included as Exhibit 101).



 


*Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation
S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission
upon request.


 








 

 

 


 



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: June 30, 2021


 /s/ Marc D. Rome


 



 


Name: Marc D. Rome


 



 


Title: Vice President & Deputy General Counsel,


Corporate & Assistant Secretary



 




 

 

 



 







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