Item 8.01. Other Events.

On May 10, 2021, eBay Inc. (the "Company") closed its sale of $2,500,000,000 aggregate principal amount of its senior unsecured notes, consisting of $750,000,000 aggregate principal amount of its 1.400% Notes due 2026 (the "2026 Notes"), $750,000,000 aggregate principal amount of its 2.600% Notes due 2031 (the "2031 Notes") and $1,000,000,000 aggregate principal amount of its 3.650% Notes due 2051 (the "2051 Notes" and, together with the 2026 Notes and the 2031 Notes, the "Notes") pursuant to an Underwriting Agreement (the "Underwriting Agreement") dated May 3, 2021 among the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC and HSBC Securities (USA) Inc., as representatives of the underwriters named therein. The Notes were issued and sold under the Company's effective shelf registration statement on Form S-3 (Registration No. 333-236491) and a related prospectus supplement and prospectus filed with the Securities and Exchange Commission and pursuant to an Indenture dated as of October 28, 2010 (the "Indenture"), as supplemented and amended by a Supplemental Indenture dated as of October 28, 2010 (the "Supplemental Indenture"), each between the Company and Wells Fargo Bank, National Association, as trustee. The 2026 Notes, the 2031 Notes and the 2051 Notes are each sometimes referred to as a "series" of Notes. The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary indemnification provisions.

The Notes are redeemable at the option of the Company, at any time in whole or from time to time in part, at the applicable redemption prices specified in the respective forms of the Notes included in Exhibit 4.3 hereto.

In addition, if a Change of Control Triggering Event (as defined in the respective forms of the Notes included in Exhibit 4.3 hereto) occurs with respect to the Notes of any series, the Company will be required, subject to certain exceptions, to offer to repurchase the Notes of such series at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any.

The foregoing description of some of the terms of the Notes and the Underwriting Agreement are not complete and are subject to, and qualified in their entirety by reference to, the complete terms and conditions of the Underwriting Agreement, the Indenture, the Supplemental Indenture, the officers' certificate establishing the form and terms of the Notes of each series the respective forms of the Notes of each series and the officers' certificate related to the additional notes, which are filed or incorporated by reference, as the case may be, as Exhibits 1.1 and 4.1 through 4.6 hereto, and are incorporated herein by reference. In connection with the issuance of the Notes, Morrison & Foerster LLP provided the Company with the legal opinion attached hereto as Exhibit 5.1.

On May 3, 2021, the Company issued a press release announcing its agreement to sell the Notes. A copy of the press release is attached hereto as Exhibit 99.1.

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
No.       Description
1.1         Underwriting Agreement dated May 3, 2021 among the Company and Citigroup
          Global Markets Inc., Deutsche Bank Securities Inc., Goldman Sachs & Co.
          LLC, HSBC Securities (USA) Inc., as representatives of the several
          underwriters named therein
4.1         Indenture dated as of October 28, 2010 between the Company and Wells
          Fargo Bank, National Association, as trustee (incorporated by reference to
          Exhibit 4.1 to the Company's Current Report on Form 8-K filed on October
          28, 2010)
4.2         Supplemental Indenture dated as of October 28, 2010 between the Company
          and Wells Fargo Bank, National Association, as trustee (incorporated by
          reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed
          on October 28, 2010)
4.3         Officers' Certificate dated as of May 10, 2021, establishing the forms
          and terms of the Notes.
4.4         Form of 1.400% Note due 2026 (included in Exhibit 4.3)
4.5         Form of 2.600% Note due 2031 (included in Exhibit 4.3)
4.6         Form of 3.650% Note due 2051 (included in Exhibit 4.3)
5.1         Opinion of Morrison & Foerster LLP relating to the Notes
23.1        Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
99.1        Press release dated May 3, 2021 relating to the offering of the Notes
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

© Edgar Online, source Glimpses