Item 8.01. Other Events.
On June 9, 2021, MercadoLibre, Inc. (the "Company") terminated certain of its
outstanding capped call transactions (the "Relevant Capped Call Transactions").
The Company entered into the Relevant Capped Call Transactions on August 21,
2018, August 29, 2018 and November 7, 2018 to hedge, in part, its obligation to
deliver shares of its common stock, par value $0.001 per share ("Common Stock"),
upon conversion of its 2.00% Convertible Senior Notes due 2028 (the "Convertible
Notes"). $880,000,000 aggregate principal amount of the Convertible Notes were
initially issued, of which $439,092,000 aggregate principal amount remains
outstanding as of the date hereof. As consideration for termination of the
Relevant Capped Calls, the Company will receive $102,381,910 in cash and 57,047
shares of Common Stock.
On June 7, 2021, the Board of Directors of the Company (the "Board") authorized
the use of part or all of the cash proceeds of terminating the Relevant Capped
Call Transactions to repurchase shares of Common Stock (the "Share
Repurchases"). The Company expects to conduct the Share Repurchases at any time
and from time to time during a period ending on December 31, 2021, in compliance
with applicable federal securities laws, through open-market purchases,
derivatives transactions and trading plans established in accordance with SEC
rules, which may include 10b5-1 plans. The timing of the Share Repurchases will
depend on factors including market conditions and prices, the Company's
liquidity requirements and alternative uses of capital, and there is no
assurance as to the number of shares of Common Stock that will be repurchased or
that there will be any Share Repurchases. The Board's authorization of the Share
Repurchases is additional to the share repurchase authorization that the Board
granted in August, 2020 and that expires in August, 2021, for aggregate
consideration of up to $350 million, of which, as of the date hereof, the
Company has spent approximately $171 million and approximately $179 million
remains available.
Forward-Looking Statements
Any statements herein regarding MercadoLibre, Inc. that are not historical or
current facts, including any statements as to potential Share Repurchases, are
forward-looking statements. These forward-looking statements convey
MercadoLibre, Inc.'s current expectations or forecasts of future events.
Forward-looking statements regarding MercadoLibre, Inc. involve known and
unknown risks, uncertainties and other factors that may cause MercadoLibre,
Inc.'s actual results, performance or achievements to be materially different
from any future results, performances or achievements expressed or implied by
the forward-looking statements. Certain of these risks and uncertainties are
described in the "Risk Factors," "Forward-Looking Statements" and "Cautionary
Statement Regarding Forward-Looking Statements" sections of MercadoLibre, Inc.'s
annual report on Form 10-K for the year ended December 31, 2020, and quarterly
report on Form 10-Q for the quarter ended March 31, 2021, and any of
MercadoLibre, Inc.'s other applicable filings with the SEC. Unless required by
law, MercadoLibre, Inc. undertakes no obligation to publicly update or revise
any forward-looking statements to reflect circumstances or events after the date
hereof.
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