SAN JOSE, Calif., March 17, 2021 /PRNewswire/ -- eBay Inc. (Nasdaq:
EBAY) (the "Company") announced today that it has commenced a 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 the date
hereof (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."
Information related to the Notes and 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
|
2.60% Notes
due 2022
|
278642AE3
|
$1,000,000,000
|
2.250% UST
due April 15,
2022
|
FIT4
|
20 bps
|
Timetable for the Offer
Commencement of the
Offer
|
March 17,
2021
|
Price Determination
Date
|
11:00 A.M., New York
City time, on March
23, 2021, unless extended
|
Withdrawal
Deadline
|
5:00 P.M., New York
City time, on March 23,
2021, unless extended
|
Expiration
Time
|
5:00 P.M., New York
City time, on March 23,
2021, unless extended
|
Expected Settlement
Date
|
March 24,
2021
|
Expected Guaranteed
Delivery Date
|
5:00 P.M., New York
City time, on March 25,
2021, unless extended
|
Expected Guaranteed
Delivery Settlement
Date
|
March 26, 2021 (the
first business day after
the Guaranteed Delivery Date and the third
business day after the Expiration Time)
|
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 at
or prior to 5:00 P.M., New York City time, on March 23, 2021 (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 at 5:00
p.m., New York City time,
on March 23, 2021, 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 accepted for purchase pursuant to the Offer
will be determined in the manner described in 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 at 11:00 a.m., New York
City time on March 23,
2021.
The complete terms and conditions of the Offer are set forth in
the Offer Documents that are being sent to holders of the
Notes. Holders are urged to read the Offer Documents
carefully when they become available, 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, Inc. to act as Dealer
Manager for the Offer. Persons with questions regarding the
Offer should contact BofA Securities, Inc. 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 is distributing 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.