Item 1.01 Entry into a Material Definitive Agreement.
On November 15, 2021, MercadoLibre, Inc. (the "Company", or "we") entered into
an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley &
Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the
"Underwriters") relating to the Company's previously announced public offering
of shares of common stock, par value $0.001 per share, of the Company (the
"Common Stock") pursuant to the Registration Statement on Form S-3 (File No.
333-230196) (the "Registration Statement"), the accompanying prospectus, dated
March 11, 2019, included in the Registration Statement, and the prospectus
supplement, dated November 15, 2021 (the "Offering"). Pursuant to the
Underwriting Agreement, the Company agreed to sell to the Underwriters, and the
Underwriters agreed to purchase from the Company, subject to and upon the terms
and conditions set forth therein, an aggregate of 1,000,000 shares of Common
Stock. In addition, the Underwriters have a 30-day option to purchase up to
150,000 additional shares of Common Stock from the Company.
The Underwriting Agreement contains customary representations, warranties and
covenants and includes the terms and conditions for the sale of the shares by
the Company to the Underwriters, indemnification and contribution obligations
and other terms and conditions customary in agreements of this type.
The foregoing description of certain terms of the Underwriting Agreement is not
complete and is qualified in its entirety by reference to the full text of such
document, which are included as Exhibit 1.1 hereto and incorporated herein by
reference.
Item 7.01 Regulation FD Disclosure.
On November 16, 2021, MercadoLibre, Inc. (the "Company", or "we") issued a press
release announcing the pricing of the Company's previously announced public
offering of shares of common stock, par value $0.001 per share, of the Company
(the "Common Stock") pursuant to the Registration Statement on Form S-3 (File
No. 333-230196) (the "Registration Statement"), the accompanying prospectus,
dated March 11, 2019, included in the Registration Statement, and the prospectus
supplement, dated November 15, 2021 at a price to the public of $1,550.00 per
share of Common Stock. The shares are listed on the Nasdaq Global Select Market
and trade under the symbol "MELI." A copy of the press release is furnished as
Exhibit 99.1.
The information furnished in this Item 7.01 of this Current Report (including
Exhibit 99.1) 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, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release dated November 16, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses