This excerpt taken from the EBAY 8-K filed Nov 6, 2009.
Item 1.01. Entry into a Material Definitive Agreement.
On November 5, 2009, eBay Inc., a Delaware corporation (eBay), eBay International AG, a company organized under the laws of Switzerland and a wholly owned subsidiary of eBay (International), and Sonorit Holding, AS, a Norwegian company and a wholly owned subsidiary of eBay (Sonorit, and together with eBay and International, the Sellers), and Springboard Group S.a.r.l., a company organized under the laws of Luxembourg (the Buyer), entered into Amendment No. 3 and Consent (the Amendment) amending the share purchase agreement (the Purchase Agreement) dated as of September 1, 2009, as amended on September 14, 2009, October 19, 2009 and October 21, 2009, pursuant to which the Sellers agreed to sell the share capital of Skype Luxembourg Holdings S.a.r.l., Skype Inc. and Sonorit (collectively with their respective subsidiaries, the Skype Companies) to the Buyer.
The Amendment was entered into to reflect the terms of a settlement agreement entered into on November 5, 2009 (the Settlement Agreement) by, among others, the Sellers, the Buyer, certain Skype Companies, the members of the investor group led by Silver Lake that formed the Buyer (including the Canada Pension Plan (CPP) Investment Board, Index Ventures and Andreessen Horowitz) and certain affiliated parties, and Joltid Limited and certain of its affiliated parties., pursuant to which the parties to the Settlement Agreement agreed, among other things, to transfer to the Skype Companies all software previously licensed from Joltid and to end all currently pending litigation by Joltid against eBay and the members of the investor group upon completion of the transactions contemplated by the Purchase Agreement.
The Amendment, among other things, reflects that the 35% equity stake in the Buyer to be received by the Sellers at the closing would be reduced to approximately 30% after taking into account the equity issuances to be made by the Buyer pursuant to the terms of the Settlement Agreement.
As previously disclosed, Mr. Marc L. Andreessen, a member of the board of directors of eBay, is a general partner of Andreessen Horowitz, which will own less than 5% of the Buyer.
This excerpt taken from the EBAY 8-K filed Sep 1, 2009.
Item 1.01. Entry into a Material Definitive Agreement.
On September 1, 2009, eBay Inc., a Delaware corporation (eBay), eBay International AG, a company organized under the laws of Switzerland and a wholly owned subsidiary of eBay (International), and Sonorit Holding, AS, a Norwegian company and a wholly owned subsidiary of eBay (Sonorit, and together with eBay and International, the Sellers), and an entity organized and owned by an investment group led by Silver Lake and including the Canada Pension Plan (CPP) Investment Board, Index Ventures and Andreessen Horowitz (the Buyer), entered into a share purchase agreement (the Purchase Agreement) pursuant to which the Sellers agreed to sell the share capital of Skype Luxembourg Holdings S.a.r.l., Skype Inc., Camino Networks, Inc. and Sonorit (collectively with their respective subsidiaries, the Skype Companies) to the Buyer. The transaction values the Skype Companies at approximately $2.75 billion and is expected to close in the fourth quarter of 2009.
Under the terms of the Purchase Agreement, the Sellers expect to receive (i) approximately $1.9 billion in cash at closing, subject to adjustment, (ii) a subordinated note in the principal amount of $125 million, and (iii) an equity stake of approximately 35% in the Buyer.
Consummation of the sale is subject to, among other conditions, (i) the continued accuracy of the warranties and the performance of covenants and obligations, except in each case for failures that would not reasonably be expected to result in a material adverse effect on the Skype Companies (subject to certain exceptions), (ii) receipt of required approvals or clearances pursuant to antitrust or competition laws, (iii) the absence of any change or development that would reasonably be expected to result in a material adverse effect on the Skype Companies, (iv) the absence of any injunctions relating to certain specified litigation matters, and (v) no settlement of the pending litigation with Joltid Limited having been effected without the consent of the Buyer (subject to certain limitations). The Buyer has committed debt financing from certain lenders, the proceeds of which would be used to finance a portion of the cash consideration payable to the Sellers. However, there is no financing condition to the obligations of the Buyer to consummate the transaction.
At the closing, the Sellers and the Buyer are expected to enter into certain ancillary agreements, including agreements relating to intellectual property cross-licenses, transitional services and office space. Skype is expected to enter into a new commercial agreement with PayPal, Inc. The Sellers and the Buyer are also expected to enter into a shareholders agreement at the closing relating to, among other things, the governance of the Buyer, the disposition or transfer of the equity of the Buyer, extraordinary transactions involving the Skype Companies and other customary provisions.
In the Purchase Agreement, the Sellers and the Buyer have made certain customary warranties. Claims made by the Buyer for inaccuracies in the warranties of the Sellers are generally subject to certain limitations, including a per claim threshold of 100,000, a deductible of 0.5% of the purchase price and a limitation on liability of $300 million. The parties have also agreed to certain pre-closing and post-closing covenants. Among other things, the Sellers have agreed, subject to certain exceptions, to conduct the Skype Companies business prior to closing in the usual course consistent with past practice and not to engage in certain transactions or activities during such period. With respect to certain specified litigation matters, the Sellers have also agreed, among other things, to bear 50% of the cost of any monetary judgment that is rendered following the closing of the transaction.
The Purchase Agreement contains customary termination rights. If the Sellers terminate the Purchase Agreement for an uncured breach by the Buyer that would cause the failure of a closing condition to be satisfied or for a failure of the Buyer to close the transaction when all conditions to closing have been satisfied, the Buyer will owe the Sellers a termination fee in the amount of $300 million (the Reverse Termination Fee). In addition, the Buyer has the right to terminate the Purchase Agreement at any time prior to closing upon payment to the Sellers of the Reverse Termination Fee.
Mr. Marc L. Andreessen, a member of the board of directors of eBay, is a general partner of Andreessen Horowitz, which will own less than 5% of the Buyer.
This excerpt taken from the EBAY 8-K filed Apr 16, 2009.
Item 1.01. Entry into a Material Definitive Agreement
On April 15, 2009 in the United States (and April 16, 2009 in Korea), eBay Inc., a Delaware corporation (eBay), eBay KTA (UK) Ltd., a company organized under the laws of the United Kingdom and an indirect wholly-owned subsidiary of eBay (the Offeror), and Gmarket Inc., a company organized under the laws of the Republic of Korea (Gmarket), entered into a Share Allocation and Tender Offer Agreement (the Agreement) which contemplates the acquisition by the Offeror of common shares, par value KRW 100 per share (the Common Shares), and American Depositary Shares, each representing one Common Share and evidenced by an American Depositary Receipt issued by Citibank, N.A. (the ADSs), of Gmarket. The Agreement provides that the Offeror would commence a cash tender offer (the Offer) to purchase all outstanding Common Shares and all outstanding ADSs at a purchase price of $24.00 per Common Share and per ADS (such price, or any other price per Common Share and per ADS that is paid in the Offer, the Offer Price), without interest thereon, less any required withholding taxes. In addition, pursuant to the Agreement, the Offeror has agreed to purchase 23,131,071 newly-issued Common Shares (the New Shares) from Gmarket for a price per New Share equal to the Offer Price, or an aggregate amount of $555,145,704, in cash.
Concurrently with the execution of the Agreement, eBay, the Offeror and Gmarket entered into a separate Share Purchase Agreement (the IAC Share Purchase Agreement) providing for the purchase by Gmarket of all of the shares of Internet Auction Co., Ltd., a company organized under the laws of the Republic of Korea and a subsidiary of the Offeror (IAC), currently held by the Offeror for an aggregate amount equal to $555,145,704 in cash.
It is contemplated that the purchase of the New Shares will close a few business days following the time that the Offeror first accepts Common Shares (including Common Shares underlying ADSs) for payment pursuant to the Offer and that the purchase of shares of IAC from the Offeror under the IAC Share Purchase Agreement will occur a few business days thereafter.
The Agreement provides that the Offeror will commence the Offer as promptly as reasonably practicable after the date of the Agreement. The obligation of the Offeror to accept for payment Common Shares and ADSs validly tendered (and not withdrawn) pursuant to the Offer is subject to a number of conditions set forth in the Agreement, including, among other things, that (i) more than 50% of the Common Shares and ADSs outstanding (determined on a fully-diluted basis based on a formula set forth in the Agreement) have been validly tendered (and not withdrawn), (ii) final clearance under Korean antitrust laws has been obtained, and (iii) other conditions set forth in Annex I to the Agreement have been satisfied.
As an inducement to eBay to enter into the Agreement, certain shareholders of Gmarket, holding outstanding Common Shares and ADSs of Gmarket sufficient to satisfy the minimum tender condition have entered into an Agreement to Tender and Voting Agreement pursuant to which such shareholders have agreed to tender all Common Shares and ADSs now owned or hereafter acquired by them in the Offer and to vote any such Common Shares and ADSs in favor of the transactions contemplated by the Agreement.
Common Shares and ADSs that are not tendered in the Offer will remain outstanding after the completion of the Offer and will be delisted from The NASDAQ Stock Market. It is expected that there will not be an active trading market for outstanding Gmarket shares following completion of the Offer.
The foregoing descriptions of the Agreement and the IAC Share Purchase Agreement (collectively, the Transaction Agreements) in this Current Report on Form 8-K are qualified in their entirety by reference to the full text of such agreements referenced as Exhibits 2.1 and 2.2, respectively, which are incorporated by reference herein. The Agreement and the IAC Share Purchase Agreement contain representations and warranties that eBay, the Offeror and Gmarket made solely to each other as of specific dates. Those representations and warranties were made solely for purposes of the Agreement and the IAC Share Purchase Agreement and may be subject to important qualifications and limitations agreed to by eBay, the Offeror and Gmarket. Moreover, some of those representations and warranties may not be accurate or complete as of any specified date, may be subject to a standard of materiality provided for in the Agreement or the IAC Share Purchase Agreement and have been used for the purpose of allocating risk among eBay, the Offeror and Gmarket rather than establishing matters as facts.
This excerpt taken from the EBAY 8-K filed Oct 1, 2007.
Item 1.01. Entry into a Material Definitive Agreement
On September 28, 2007, eBay Inc., a Delaware corporation (eBay), and its subsidiaries, Skype Luxembourg Holdings S.A.R.L., a limited company registered under the laws of the Grand Duchy of Luxembourg (Skype Lux) and Skype Technologies S.A., a limited company registered under the laws of the Grand Duchy of Luxembourg (Skype), entered into an Earn Out Settlement Agreement (the Earn Out Settlement Agreement) with Herho Holding B.V., a company formed under the laws of the Netherlands (the Earn Out Representative), and each Earn Out Seller. An Earn Out Seller is a former holder of shares or options to purchase shares of Skype who entered into that certain Earn Out Agreement, dated as of September 11, 2005 (the Earn Out Agreement), with eBay and Skype.
Pursuant to the Earn Out Settlement Agreements: (a) Skype Lux agreed to pay an aggregate of 375,000,000, or approximately $530,000,000, to the Earn Out Sellers and the Earn Out Representative; (b) each of eBay, Skype Lux, the Earn Out Sellers and the Earn Out Representative, on behalf of itself and its related parties, agreed to release the other parties and their related parties from any and all Claims (as defined in the Earn Out Settlement Agreement) in connection with, arising from or in any way relating to the Earn Out Agreement or the transactions contemplated thereby, other than certain excluded claims; (c) eBay agreed that if, on or prior to March 31, 2008, eBay sells or transfers securities representing greater than 50% of the outstanding voting power of, or economic interest in, Skype or all or substantially all of the assets of Skype and its subsidiaries, taken as a whole, eBay or Skype Lux would pay up to an additional 138,411,300, or approximately $195,159,900, in the aggregate to the Earn Out Sellers and the Earn Out Representative; and (d) the Earn Out Agreement was terminated as of September 28, 2007. This 375,000,000 payment will be accounted for during the three months ended September 30, 2007 as additional purchase price with an increase to goodwill. As described in Item 2.06 below, this 375,000,000 increase in goodwill, along with additional amounts associated with the acquisition of Skype in October 2005, will be recorded as a goodwill impairment charge during the three months ended September 30, 2007.
All dollar amounts referenced herein are based on an exchange rate of 1 to $1.41.
The foregoing description of the Earn Out Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the Earn Out Settlement Agreement which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference.
Also in connection with the Earn Out Settlement Agreement (and the related termination of the Earn Out Agreement), Niklas Zennström, Janus Friis and Geoffrey Prentice, who served as Skypes Chief Executive Officer, SVP Strategy/Innovation and VP, Strategic Partners and Corporate Development, respectively, prior to the termination of the Earn Out Agreement, resigned as officers of Skype, and Mr. Zennström became non-executive Chairman of Skype.
This excerpt taken from the EBAY 8-K filed Jul 13, 2006.
Item 1.01 Entry into a Material Definitive Agreement.
On July 6, 2006, eBay Inc. announced the departure of Jeff Jordan, President of its PayPal, Inc. subsidiary. A copy of the press release announcing Mr. Jordan's departure is attached as an exhibit to this filing. On July 7, 2006, the Compensation Committee of eBay's Board of Directors (the "Compensation Committee") approved the partial participation of Mr. Jordan in the 2006 annual component of the eBay Incentive Plan. Under the terms approved by the Compensation Committee, eBay will pay to Mr. Jordan 2/3 of the amount he would have received with respect to the 2006 annual component of the eBay Incentive Plan had he remained eligible to receive payment in 2007 with respect to the 2006 annual component, less any applicable withholding taxes. The vesting of Mr. Jordan’s outstanding stock options will also be accelerated by six months at the time of termination of Mr. Jordan’s employment, which is expected to take place in the third quarter of 2006. In addition, the Committee authorized the company to enter into a consulting agreement with Mr. Jordan that is expected to be finalized prior to Mr. Jordan’s employment termination date. It is expected that under the terms of the consulting agreement, Mr. Jordan would provide consulting services to eBay on a part-time basis following his employment termination date, and that the agreement would be terminable by either party upon one week’s written notice.
This excerpt taken from the EBAY 8-K filed Jun 15, 2006.
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in a Form 8-K filed on May 2, 2006, Maynard Webb, eBay Inc.'s Chief Operating Officer, plans to retire from the company in August 2006.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.