Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 8.01 of this Current Report on Form 8-K is
incorporated by reference to this Item 1.01.
Item 7.01. Regulation FD Disclosure.
A copy of the Press Release (defined below) is being furnished as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated in this Item 7.01 by
reference.
The 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.
Item 8.01. Other Events.
On June 24, 2021, eBay issued a press release ("Press Release") announcing the
entry into an agreement by and among eBay Inc., a Delaware corporation ("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 wholly owned Subsidiary of Purchaser Guarantor
("Purchaser"), and E-mart Inc., a joint stock company (chusik hoesa)
incorporated under the laws of Korea ("Purchaser Guarantor"), pursuant to which
eBay, Seller, Purchaser and, solely with respect to certain provisions,
Purchaser Guarantor, agreed to enter into a fully negotiated and finalized form
of Securities Purchase Agreement (the "Purchase Agreement") upon the Purchaser
Guarantor obtaining approval from the Bank of Korea.
Pursuant to and subject to the terms and conditions set forth in the Purchase
Agreement, (i) Purchaser will acquire 80.01% of the outstanding equity interests
of eBay Korea LLC ("eBay Korea"), a limited liability company incorporated under
the laws of Korea and a wholly owned subsidiary of Seller, 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 set forth 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.
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.
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.
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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 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
99.1 Press Release, dated June 24, 2021
104 The cover page from this Current Report on Form 8-K formatted in
Inline XBRL (included as Exhibit 101).
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