EBay : Acquisition/Asset Disposal - Form 8-K

Item 2.01. Completion of Acquisition or Disposition of Assets.

On May 29, 2024, eBay Inc. ("eBay") completed the previously announced sale of (1) 227,115,592 shares of Adevinta ASA ("Adevinta") to Aurelia BidCo 1 Norway AS ("BidCo 1") in exchange for approximately $2.4 billion in cash and (2) 177,115,591 shares of Adevinta to Aurelia Netherlands TopCo B.V. ("TopCo") in exchange for the issuance of 177,115,591 shares in TopCo (collectively, the "Transactions") pursuant to the Bid Conduct Agreement and the Transaction Completion Agreement, each dated as of November 21, 2023 and amended as of May 10, 2024, by and among eBay, eBay International Holding GmbH, a wholly owned subsidiary of eBay, eBay International Management B.V., a wholly owned subsidiary of eBay, BCP Aurelia Luxco S.à r.l., Aurelia UK Feederco Limited, TopCo, Aurelia BidCo Norway AS ("BidCo") and BidCo 1. BidCo 1 is a wholly owned subsidiary of BidCo incorporated under the laws of Norway, BidCo is a wholly owned subsidiary of TopCo incorporated under the laws of Norway, and TopCo is a private limited company incorporated under the laws of the Netherlands. eBay intends to use the cash proceeds from the Transactions for general corporate purposes, which may include share repurchases, repayment of indebtedness, capital expenditures, and possible acquisitions. eBay expects to share its next update on its overall plans for capital allocation when it reports its financial results for the quarter ended June 30, 2024.

The foregoing description of the Bid Conduct Agreement and the Transaction Completion Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Bid Conduct Agreement, the Transaction Completion Agreement and each of the amendments thereto, respectively, which are attached as Exhibit 2.1, Exhibit 2.2, Exhibit 2.3 and Exhibit 2.4 to this Current Report on Form 8-K and incorporated herein by reference in their entirety.