eBay prices $1B multi‑tranche senior notes
Rhea-AI Filing Summary
eBay Inc. closed an offering of $1,000,000,000 senior unsecured notes, split between $600,000,000 of 4.250% Notes due 2029 and $400,000,000 of 5.125% Notes due 2035. The notes were issued under an effective Form S-3 shelf with an underwriting syndicate led by Citigroup, Deutsche Bank Securities, and Goldman Sachs.
The notes rank equally with eBay’s other senior, unsubordinated debt. The indenture includes customary covenants limiting certain secured indebtedness, sale-leasebacks, and major corporate restructurings, subject to exceptions. The 2029 Notes pay interest semi-annually on March 6 and September 6, beginning March 6, 2026. The 2035 Notes pay interest semi-annually on May 6 and November 6, beginning May 6, 2026.
eBay may redeem each series, in whole or in part, at the applicable redemption prices. Upon a Change of Control Triggering Event, holders must be offered repurchase at 101% of principal plus accrued interest.
Positive
- None.
Negative
- None.
Insights
$1B senior notes add fixed-rate debt with standard protections.
eBay issued $1,000,000,000 in senior unsecured notes across two tranches: $600,000,000 at 4.250% due 2029 and $400,000,000 at 5.125% due 2035. The securities rank pari passu with existing senior debt under an indenture with customary covenants.
Covenants restrict certain secured borrowing, sale-leasebacks, and transformative transactions, with stated exceptions. Optional redemption allows pre-maturity takeout at specified prices; a Change of Control Triggering Event requires a 101% repurchase offer plus accrued interest.
This is a routine financing under an effective shelf. Actual impact depends on subsequent capital allocation and liability management choices disclosed in future reports.
8-K Event Classification
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of incorporation) | Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On November 6, 2025, eBay Inc. (the “Company”) closed its offering of $1,000,000,000 aggregate principal amount of its senior unsecured notes, consisting of $600,000,000 aggregate principal amount of its 4.250% Notes due 2029 (the “2029 Notes”) and $400,000,000 aggregate principal amount of its 5.125% Notes due 2035 (the “2035 Notes” and, together with the 2029 Notes, the “Notes”) pursuant to an Underwriting Agreement (the “Underwriting Agreement”) dated November 3, 2025 among the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, as representatives of the underwriters named therein. The Underwriting Agreement contains customary representations, warranties and agreements by the Company and customary indemnification provisions.
The Notes were offered and sold under the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-270013) and a related prospectus supplement and prospectus filed with the Securities and Exchange Commission, and were issued pursuant to an indenture dated as of November 6, 2025 (the “Indenture”) between the Company and Deutsche Bank Trust Company Americas, as trustee, and an officer’s certificate issued pursuant thereto establishing the forms and terms of the Notes (the “Officer’s Certificate”).
The Notes are the Company’s senior unsecured obligations and rank equally in right of payment with all other existing and future senior and unsubordinated indebtedness of the Company. The Indenture contains certain customary covenants with respect to the Company that, among other things, restrict the entry into certain secured indebtedness, certain sale and leaseback transactions and certain mergers, consolidations and transfers of all or substantially all of the Company’s assets. The covenants are subject to a number of important exceptions and qualifications.
The 2029 Notes bear interest at a rate of 4.250% per year, accruing from November 6, 2025 and payable semi-annually in arrears on March 6 and September 6 of each year, beginning March 6, 2026. The 2035 Notes bear interest at a rate of 5.125% per year, accruing from November 6, 2025 and payable semi-annually in arrears on May 6 and November 6 of each year, beginning May 6, 2026. The Notes of each series are redeemable at the option of the Company, in whole or in part, at any time and from time to time prior to their maturity, at the applicable redemption prices specified in the respective forms of the Notes included in Exhibit 4.2 hereto. In addition, if a Change of Control Triggering Event (as defined in the respective forms of the Notes included in Exhibit 4.2 hereto) occurs with respect to the Notes of any series, the Company will be required, subject to certain exceptions, to offer to repurchase the Notes of such series at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any.
The foregoing descriptions of some of the terms of the Underwriting Agreement, the Indenture and the Notes are not complete and are subject to, and qualified in their entirety by reference to, the complete terms of the Underwriting Agreement, the Indenture, the Officer’s Certificate and the forms of the Notes included therein, which are filed herewith as Exhibits 1.1 and 4.1 through 4.4 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following materials are attached as exhibits to this Current Report on Form 8-K:
|
Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement dated November 3, 2025 among the Company and Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein. | |
| 4.1 | Indenture dated as of November 6, 2025 between the Company and Deutsche Bank Trust Company Americas, as trustee. | |
| 4.2 | Officer’s Certificate dated as of November 6, 2025, establishing the forms and terms of the Notes. | |
| 4.3 | Form of 4.250% Note due 2029 (included in Exhibit 4.2). | |
| 4.4 | Form of 5.125% Note due 2035 (included in Exhibit 4.2). | |
| 5.1 | Opinion of Freshfields US LLP relating to the Notes. | |
| 23.1 | Consent of Freshfields US LLP (included in Exhibit 5.1). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| eBay Inc. | ||
| (Registrant) | ||
| Date: November 6, 2025 | /s/ Samantha Wellington | |
| Name: Samantha Wellington | ||
| Title: Senior Vice President, Chief Legal Officer and Secretary | ||