UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 7, 2006
eBay Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-24821
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77-0430924 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.) |
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| 2145 Hamilton Avenue, San Jose, California
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95125 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (408) 376-7400
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry Into A Material Definitive Agreement
On November 7, 2006, eBay Inc. (“eBay”), as borrower, entered into a Credit Agreement
(the “Credit Agreement”) with Bank of America, N.A., as Administrative Agent (the “Agent”); certain
lenders named therein; JP Morgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as Syndication
Agents; and Banc of America Securities LLC, J.P. Morgan Securities Inc. and Wells Fargo Bank, N.A.,
as Joint Lead Arrangers and Joint Book Managers. The Credit Agreement provides for an unsecured $1
billion five-year revolving credit facility (the “Facility”). Funds borrowed under the Credit
Agreement may be used for working capital, capital expenditures, acquisitions and other general
corporate purposes of eBay and its subsidiaries.
eBay entered into the Credit Agreement in order to enhance its financial flexibility. eBay
has not borrowed any funds under the Credit Agreement.
Loans under the Credit Agreement will bear interest at either (i) LIBOR plus a margin
ranging from 0.25 percent to 0.45 percent or (ii) a formula based on the Agent’s prime rate or on
the federal funds effective rate. Subject to certain conditions stated in the Credit Agreement,
eBay may borrow, prepay and reborrow amounts under the Facility at any time during the term of the
Credit Agreement. The Credit Agreement will terminate and all amounts owing thereunder will be due
and payable on November 7, 2011, unless (i) the commitments are earlier terminated, either at the
request of eBay or, if an event of default occurs, by the lenders (or automatically in the case of
certain bankruptcy-related events), or (ii) the maturity date is extended for up to two additional
years upon the request of eBay and the agreement of either the existing lenders or additional banks
not currently party to the Credit Agreement. eBay may also, upon the agreement of either the
existing lenders or additional banks not currently party to the Credit Agreement, increase the
commitments under the Facility to $2 billion. The Credit Agreement contains customary
representations, warranties, affirmative and negative covenants, including a financial covenant,
and events of default. The negative covenants set forth in the Credit Agreement include
restrictions regarding the incurrence of additional indebtedness and liens, and the entry into
certain agreements that restrict the ability of eBay’s subsidiaries to provide credit support to
eBay. The financial covenant requires eBay to meet a quarterly financial test with respect to a
maximum consolidated leverage ratio.
The foregoing description does not purport to be complete and is qualified in its entirety by
reference to the Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form
8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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| EXHIBIT NO. |
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DESCRIPTION |
10.1
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Credit Agreement, dated as of November 7, 2006, by and
among the Company, Bank of America, N.A., as
Administrative Agent, and the other lenders named from
time to time therein |