Obligation eBidy Inc 3.45% ( US278642AL76 ) en USD

eBidy Inc

100 % ▲

Etats-unis

US278642AL76 ( en USD )

3.45% par an ( paiement semestriel )

31/07/2024 - Obligation échue

Prospectus brochure de l'obligation Ebay Inc US278642AL76 en USD 3.45%, échue

2 000 USD

750 000 000 USD

278642AL7

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

eBay Inc. est une société multinationale américaine de commerce électronique basée à San Jose, en Californie, opérant une plateforme en ligne mondiale pour les consommateurs et les entreprises afin d'acheter et de vendre des biens et services à travers une variété de formats de vente aux enchères et de prix fixes.

L'obligation américaine d'eBay Inc. (ISIN : US278642AL76, CUSIP : 278642AL7), d'un montant total de 750 000 000 USD, échéant le 31/07/2024, avec un coupon de 3,45 % payable deux fois par an, a été remboursée à son échéance à 100 %, notée BBB+ par S&P et Baa1 par Moody's, avec un investissement minimum de 2000 USD.

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Table of Contents
Filed pursuant to Rule 424(b)(5)
File No. 333-197522
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered
Registered
Per Security
Offering Price
Registration Fee (1)
Floating Rate Notes due 2017
$450,000,000
100.000%
$450,000,000
$57,960.00
Floating Rate Notes due 2019
$400,000,000
100.000%
$400,000,000
$51,520.00
2.200% Notes due 2019
$1,150,000,000
99.788%
$1,147,562,000
$147,805.99
2.875% Notes due 2021
$750,000,000
99.779%
$748,342,500
$96,386.51
3.450% Notes due 2024
$750,000,000
99.899%
$749,242,500
$96,502.43
(1) Calculated in accordance with Rules 456(b) and 457(r) under the Securities Act of 1933, as amended, and relates to
the Registration Statement on Form S-3 (File No. 333-197522) filed by the registrant on July 18, 2014. Total
registration fee is $450,174.93.
PROSPECTUS SUPPLEMENT
(To prospectus dated July 18, 2014)
$3,500,000,000
$450,000,000 Floating Rate Notes due 2017
$400,000,000 Floating Rate Notes due 2019
$1,150,000,000 2.200% Notes due 2019
$750,000,000 2.875% Notes due 2021
$750,000,000 3.450% Notes due 2024
eBay Inc. is offering $450,000,000 aggregate principal amount of its Floating Rate Notes due 2017 (the "2017 floating rate notes") and $400,000,000
aggregate principal amount of its Floating Rate Notes due 2019 (the "2019 floating rate notes" and, together with the 2017 floating rate notes, the "floating rate
notes"). eBay Inc. is also offering $1,150,000,000 aggregate principal amount of its 2.200% Notes due 2019 (the "2019 fixed rate notes"), $750,000,000 aggregate
principal amount of its 2.875% Notes due 2021 (the "2021 fixed rate notes") and $750,000,000 aggregate principal amount of its 3.450% Notes due 2024 (the
"2024 fixed rate notes" and, together with the 2019 fixed rate notes and the 2021 fixed rate notes, the "fixed rate notes"). In this prospectus supplement, we
sometimes refer to the floating rate notes and the fixed rate notes, collectively, as the "notes." The 2017 floating rate notes will mature on July 28, 2017 and the
2019 floating rate notes will mature on August 1, 2019. Unless redeemed prior to maturity, the 2019 fixed rate notes will mature on August 1, 2019, the 2021
fixed rate notes will mature on August 1, 2021 and the 2024 fixed rate notes will mature on August 1, 2024. We will pay interest on the 2017 floating rate notes
quarterly in arrears on each January 28, April 28, July 28 and October 28, commencing October 28, 2014. We will pay interest on the 2019 floating rate notes
quarterly in arrears on each February 1, May 1, August 1 and November 1, commencing November 1, 2014. We will pay interest on the fixed rate notes of each
series semi-annually in arrears on each February 1 and August 1, commencing February 1, 2015.
The floating rate notes are not redeemable prior to maturity. We may redeem some or all of the fixed rate notes of each series at any time and from time to
time prior to their maturity at the applicable redemption prices described under the heading "Description of Notes--Optional Redemption."
The notes will be the senior unsecured obligations of eBay Inc. The notes will rank equally in right of payment with all other existing and future senior
unsecured indebtedness of eBay Inc.
Investing in the notes involves a high degree of risk. See "Risk Factors" beginning on page S-7 of this
prospectus supplement and on page 3 of the accompanying prospectus for information about important factors you
should consider before buying the notes.
Proceeds, before
Public Offering
Underwriting
expenses,
Price (1)
discount
to eBay
Per 2017 Floating Rate Note
100.000% 0.250% 99.750%
Total For 2017 Floating Rate Notes
$
450,000,000
$
1,125,000
$
448,875,000
Per 2019 Floating Rate Note
100.000%
0.350%
99.650%
Total For 2019 Floating Rate Notes
$
400,000,000
$
1,400,000
$
398,600,000
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Per 2019 Fixed Rate Note
99.788% 0.350% 99.438%
Total For 2019 Fixed Rate Notes
$ 1,147,562,000
$
4,025,000
$ 1,143,537,000
Per 2021 Fixed Rate Note
99.779%
0.400%
99.379%
Total For 2021 Fixed Rate Notes
$
748,342,500
$
3,000,000
$
745,342,500
Per 2024 Fixed Rate Note
99.899%
0.450%
99.449%
Total For 2024 Fixed Rate Notes
$
749,242,500
$
3,375,000
$
745,867,500
Total For All Notes
$ 3,495,147,000
$ 12,925,000
$ 3,482,222,000
(1)
Plus accrued interest, if any, from July 28, 2014, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, société anonyme and Euroclear Bank, S.A./N.V., as operator for the Euroclear System, against payment in New
York, New York on or about July 28, 2014.
Joint Book-Running Managers
Citigroup
J.P. Morgan
Morgan Stanley
Wells Fargo Securities
Co-Managers
Barclays
BNP PARIBAS
BNY Mellon Capital Markets, LLC
Credit Suisse
HSBC
MUFG
RBC Capital Markets
RBS
Standard Chartered Bank The Williams Capital Group, L.P.
The date of this prospectus supplement is July 23, 2014.
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TABLE OF CONTENTS
Prospectus Supplement
Page
About this Prospectus Supplement
S-1
Prospectus Supplement Summary
S-2
Risk Factors
S-7
Forward-Looking Statements
S-11
Use of Proceeds
S-12
Description of Notes
S-13
Material United States Federal Income Tax Considerations
S-20
Underwriting
S-24
Legal Matters
S-27
Experts
S-27
Incorporation by Reference
S-27
Prospectus
About this Prospectus
1
eBay Inc.
2
Risk Factors
3
Forward-Looking Statements
4
Use of Proceeds
5
Ratio of Earnings to Fixed Charges
5
Description of Debt Securities
6
Description of Capital Stock
20
Description of Warrants
24
Description of Depositary Shares
24
Description of Purchase Contracts
24
Description of Units
24
Book-Entry Form and Transfer
25
Plan of Distribution
28
Legal Matters
30
Experts
30
Where You Can Find More Information
30
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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying prospectus are part of a "shelf" registration statement that we
have filed with the Securities and Exchange Commission (the "SEC"). By using a shelf registration statement, we may sell
one or more series of the debt securities described in the accompanying prospectus from time to time in one or more
offerings. The accompanying prospectus provides you with a general description of some of the terms of the debt
securities we may offer, some of which may not be applicable to this offering. This prospectus supplement describes some
of the specific terms applicable to this offering of notes. In addition, this prospectus supplement and any related free
writing prospectus may also add, update or change information contained in the accompanying prospectus or any
document incorporated or deemed to be incorporated by reference therein and, accordingly, any statement in the
accompanying prospectus or in any document incorporated or deemed to be incorporated by reference therein will be
deemed modified or superseded to the extent that any statement contained in this prospectus supplement or any related
free writing prospectus modifies or supersedes that statement. We urge you to read carefully this prospectus supplement,
the accompanying prospectus and any related free writing prospectus, together with the documents incorporated and
deemed to be incorporated by reference in the accompanying prospectus as described under the heading "Where You Can
Find More Information" in the accompanying prospectus, before deciding whether to invest in any of the notes.
The distribution of this prospectus supplement, the accompanying prospectus and any related free writing prospectus
and the offering of the notes in certain jurisdictions may be restricted by law. Persons into whose possession this
prospectus supplement, the accompanying prospectus and any related free writing prospectus come should inform
themselves about and observe any such restrictions. No action has been or will be taken by us or by any underwriter or
dealer that would permit a public offering of the notes or the possession or distribution of this prospectus supplement, the
accompanying prospectus or any related free writing prospectus in any jurisdiction where action for that purpose is
required, other than the United States. Neither this prospectus supplement, the accompanying prospectus nor any related
free writing prospectus constitutes, and none of the foregoing may be used in connection with, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
You should rely only on the information contained or incorporated or deemed to be incorporated by reference in this
prospectus supplement, the accompanying prospectus and any related free writing prospectus. We have not, and the
underwriters have not, authorized any person to provide you with different or inconsistent information. If anyone provides
you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making
an offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus supplement, the accompanying
prospectus, the documents incorporated and deemed to be incorporated by reference in the accompanying prospectus and
any related free writing prospectus is accurate only as of the respective dates of those documents. Our business, financial
condition, results of operations and prospects may have changed since those dates.
This prospectus supplement, the accompanying prospectus, the documents incorporated and deemed to be
incorporated by reference in the accompanying prospectus and any related free writing prospectus include or may include
trademarks, service marks and trade names owned by us or others. All trademarks, service marks and trade names
included in this prospectus supplement, the accompanying prospectus, the documents incorporated or deemed to be
incorporated by reference in the accompanying prospectus or any related free writing prospectus are the property of their
respective owners.
Unless we otherwise specify or the context otherwise requires, references in this prospectus supplement to "we,"
"us," "our" or "eBay" mean the current Delaware corporation (eBay Inc.) and its California predecessor, as well as all of
our consolidated subsidiaries; and references in this prospectus supplement to "eBay Inc." refer to eBay Inc. excluding its
subsidiaries.
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PROSPECTUS SUPPLEMENT SUMMARY
This following summary highlights information contained elsewhere or incorporated or deemed to be
incorporated by reference in this prospectus supplement and the accompanying prospectus and does not contain all of
the information that you should consider in your evaluation of an investment in the notes. You should read carefully
this prospectus supplement and the accompanying prospectus, including the information set forth under the headings
"Risk Factors," the documents incorporated and deemed to be incorporated by reference in the accompanying
prospectus and any related free writing prospectus in their entirety before making an investment decision.
eBay Inc.
eBay Inc. was formed as a sole proprietorship in September 1995 and was incorporated in California in May
1996. In April 1998, we reincorporated in Delaware and in September 1998 we completed the initial public offering of
our common stock.
We are a global technology company that enables commerce through three reportable segments: Marketplaces,
Payments and Enterprise. Our Marketplaces segment includes our eBay.com platform and its localized counterparts
and related commerce platforms, such as our online classifieds sites and StubHub. Our Payments segment is comprised
of PayPal and Bill Me Later. Our Enterprise segment provides commerce technologies, omnichannel operations and
marketing solutions for merchants of all sizes that operate in general merchandise categories and includes our Magento
business. We enabled $205 billion of total commerce volume in 2013 and, as of June 30, 2014, our Marketplaces
segment had 149 million active buyers and our Payments segment had 152 million active registered accounts.
Our principal executive offices are located at 2065 Hamilton Avenue, San Jose, California 95125, and our
telephone number is (408) 376-7400. Our internet address is www.ebay.com. Our investor relations website is located
at http://investor.ebayinc.com. The information contained in, or that can be accessed through, our websites is not part
of this prospectus supplement, the accompanying prospectus, the documents incorporated or deemed to be
incorporated by reference in the accompanying prospectus or any free writing prospectus.
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The Offering
The summary below describes some of the terms of this offering of notes. Certain of the terms described below are
subject to important limitations and exceptions. The "Description of Notes" section of this prospectus supplement and
the "Description of Debt Securities" section in the accompanying prospectus contain a more detailed description of
some of the terms of the notes. In this section, "we," "us," and "our" refer only to eBay Inc. and not any of its
subsidiaries.
Issuer eBay
Inc.
Securities Offered
$450,000,000 aggregate principal amount of Floating Rate Notes due
2017 (the "2017 floating rate notes").
$400,000,000 aggregate principal amount of Floating Rate Notes due
2019 (the "2019 floating rate notes" and, together with the 2017 floating
rate notes, the "floating rate notes").
$1,150,000,000 aggregate principal amount of 2.200% Notes due 2019
(the "2019 fixed rate notes").
$750,000,000 aggregate principal amount of 2.875% Notes due 2021 (the
"2021 fixed rate notes").
$750,000,000 aggregate principal amount of 3.450% Notes due 2024 (the
"2024 fixed rate notes" and, together with the 2019 fixed rate notes and
the 2021 fixed rate notes, the "fixed rate notes").
Maturity
2017 floating rate notes: July 28, 2017.
2019 floating rate notes: August 1, 2019.
2019 fixed rate notes: August 1, 2019.
2021 fixed rate notes: August 1, 2021.
2024 fixed rate notes: August 1, 2024.
Interest Rate
2017 floating rate notes: a per annum rate equal to LIBOR, adjusted
quarterly, plus 0.20%, payable quarterly in arrears on January 28, April
28, July 28 and October 28 of each year, commencing on October 28,
2014 (subject to adjustment of such interest payment dates as provided
herein), and accruing from July 28, 2014.
2019 floating rate notes: a per annum rate equal to LIBOR, adjusted
quarterly, plus 0.48%, payable quarterly in arrears on February 1, May 1,
August 1 and November 1 of each year, commencing on November 1,
2014 (subject to adjustment of such interest payment dates as provided
herein), and accruing from July 28, 2014.
2019 fixed rate notes: 2.200% per year payable semi-annually in arrears
on February 1 and August 1 of each year, commencing on February 1,
2015, and accruing from July 28, 2014.
2021 fixed rate notes: 2.875% per year payable semi-annually in arrears
on February 1 and August 1 of each year, commencing on February 1,
2015, and accruing from July 28, 2014.
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2024 fixed rate notes: 3.450% per year payable semi-annually in arrears
on February 1 and August 1 of each year, commencing on February 1,
2015, and accruing from July 28, 2014.
Ranking
The notes will be our senior unsecured obligations. The notes will rank
equally in right of payment with all of our other existing and future senior
unsecured indebtedness. The notes will be effectively subordinated in
right of payment to all of our existing and future secured indebtedness to
the extent of the collateral securing that indebtedness. The notes will also
be effectively subordinated in right of payment to all existing and future
indebtedness and other liabilities of our subsidiaries.
At June 30, 2014, we had approximately $4.1 billion of senior unsecured
notes outstanding; approximately $1.2 billion of senior unsecured
indebtedness outstanding under our up to $2.0 billion commercial paper
program; no indebtedness or letters of credit outstanding under our $3.0
billion senior unsecured revolving credit facility and $3.0 billion of
available borrowing capacity under our senior unsecured revolving credit
facility (of which $2.0 billion of available borrowing capacity is reserved
to provide liquidity support, if required, for our commercial paper
program); and no secured indebtedness outstanding. At June 30, 2014,
our subsidiaries had approximately $12 million of secured indebtedness
outstanding and approximately $17 million of unsecured indebtedness
outstanding.
Certain Covenants
The indenture governing the notes contains covenants that will limit our
ability and the ability of our Significant Subsidiaries (as defined under
"Description of Debt Securities--Covenants--Certain Definitions" in the
accompanying prospectus) to:
· issue, incur, create, assume or guarantee any debt for borrowed money
secured by a Lien upon any Principal Property (as those terms are
defined under "Description of Debt Securities--Covenants--Certain
Definitions" in the accompanying prospectus), any shares of capital
stock of our Significant Subsidiaries or any intercompany debt for
borrowed money owed by any of our Significant Subsidiaries to us or
any of our other subsidiaries; and
· enter into certain sale and lease-back transactions.
The indenture also contains a covenant that requires that we satisfy
certain conditions in order to consolidate with or merge into, or convey,
transfer or lease all or substantially all of our properties and assets to, any
person.
These covenants are subject to important exceptions and limitations and
you should carefully review the information appearing under the
headings "Risk Factors" in this prospectus supplement and the
accompanying prospectus and "Description of Debt Securities" in the
accompanying prospectus for additional information and for the
definitions of some of the capitalized and other terms used under this
"Prospectus Supplement Summary--The Offering."
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Optional Redemption
The floating rate notes are not redeemable at our option prior to their
maturity.
The 2019 fixed rate notes are redeemable at our option at any time or
from time to time prior to July 1, 2019, the 2021 fixed rate notes are
redeemable at our option at any time or from time to time prior to June 1,
2021, and the 2024 fixed rate notes are redeemable at our option at any
time or from time to time prior to May 1, 2024, in each case either in
whole or in part, at a redemption price equal to the greater of (i) 100% of
the principal amount of the fixed rate notes of the applicable series to be
redeemed and (ii) the sum of the present values of the remaining
scheduled payments of principal and interest on the fixed rate notes of the
applicable series to be redeemed (exclusive of accrued and unpaid
interest to the applicable redemption date) discounted to such redemption
date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate plus 10 basis points in the
case of the 2019 fixed rate notes, 12.5 basis points in the case of the 2021
fixed rate notes, and 15 basis points in the case of the 2024 fixed rate
notes, in each case plus accrued and unpaid interest to such redemption
date.
On and after July 1, 2019, we may at our option redeem the 2019 fixed
rate notes, on and after June 1, 2021, we may at our option redeem the
2021 fixed rate notes, and on and after May 1, 2024, we may at our
option redeem the 2024 fixed rate notes, in each case at any time or from
time to time, either in whole or in part, at a redemption price equal to
100% of the principal amount of the fixed rate notes of the applicable
series to be redeemed, plus accrued and unpaid interest to the applicable
redemption date. For additional information and the definition of
"Treasury Rate" and other relevant terms, see "Description of
Notes--Optional Redemption" in this prospectus supplement.
Use of Proceeds
We intend to use the net proceeds from this offering for general corporate
purposes, including, among other things, the repayment of outstanding
commercial paper borrowings. See "Use of Proceeds."
No Listing
The notes are not and are not expected to be listed on any securities
exchange or included in any automated quotation system.
Further Issuances
We may, without notice to or consent of the holders or beneficial owners
of the notes of any series, issue additional notes of any series having the
same ranking, interest rate, maturity and other terms (except for the issue
date, public offering price and, in some cases, the first interest payment
date and the date from which interest shall begin to accrue) as the notes
of that series offered hereby.
Denominations and Form
We will issue the notes of each series in the form of one or more fully
registered global notes registered in the name of The Depository Trust
Company or its nominee. The notes will be issued in minimum
denominations of $2,000 and in integral multiples of $1,000 in excess
thereof.
Governing Law
The notes and the related indenture will be governed by, and construed in
accordance with, the laws of the State of New York.
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Trustee, Registrar and Paying Agent
Wells Fargo Bank, National Association.
Risk Factors
An investment in the notes involves risks. You should carefully consider
all of the information in this prospectus supplement, the accompanying
prospectus, the documents incorporated and deemed to be incorporated
by reference in the accompanying prospectus and any related free writing
prospectus. In particular, you should evaluate the information set forth
and referred to under "Risk Factors" and "Forward-Looking Statements"
in this prospectus supplement and the accompanying prospectus and
under "Risk Factors" in our most recent Annual Report on Form 10-K
and our subsequent Quarterly Reports on Form 10-Q incorporated and
deemed to be incorporated by reference in the accompanying prospectus
before deciding whether to invest in the notes.
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RISK FACTORS
Investing in the notes involves a high degree of risk. Before you decide to invest in the notes, you should carefully
consider the risk factors set forth below, as well as the risks and uncertainties described under the caption "Risk Factors"
in the accompanying prospectus and in our most recent Annual Report on Form 10-K and our subsequent Quarterly
Reports on Form 10-Q, which are incorporated by reference into the accompanying prospectus and may be obtained as
described under "Where You Can Find More Information" therein, as well as the other information contained in this
prospectus supplement, the accompanying prospectus, the documents incorporated and deemed to be incorporated by
reference in the accompanying prospectus and any related free writing prospectus. Each of these risks could have a
material adverse effect on our business, results of operations and financial condition and the occurrence of any of these
risks might cause you to lose all or part of your investment in the notes. In addition, the information contained in this
prospectus supplement, the accompanying prospectus and the documents incorporated and deemed to be incorporated by
reference in the accompanying prospectus includes forward-looking statements that involve risks and uncertainties. We
refer you to the "Forward-Looking Statements" section of this prospectus supplement and the accompanying prospectus
for information regarding some of the risks and uncertainties inherent in forward-looking statements. Our actual results
could differ materially from those anticipated in or implied by the forward-looking statements as a result of many factors,
including the risks described below, under the caption "Risk Factors" in the documents referred to above and elsewhere
in this prospectus supplement, the accompanying prospectus and the documents incorporated and deemed to be
incorporated by reference in the accompanying prospectus and any related free writing prospectus.
Our outstanding indebtedness, as well as any indebtedness we may incur in the future, may impair our ability to make
payments on our debt securities, including the notes.
At June 30, 2014, eBay Inc. had approximately $4.1 billion of senior unsecured notes outstanding; approximately
$1.2 billion of senior unsecured indebtedness outstanding under our up to $2.0 billion commercial paper program; no
indebtedness or letters of credit outstanding under our $3.0 billion senior unsecured revolving credit facility and $3.0
billion of available borrowing capacity under our senior unsecured revolving credit facility (of which $2.0 billion of
available borrowing capacity is reserved to provide liquidity support, if required, for our commercial paper program); and
no secured indebtedness outstanding. At June 30, 2014, subsidiaries of eBay Inc. had approximately $12 million of
secured indebtedness outstanding and approximately $17 million of unsecured indebtedness outstanding.
In addition to the substantial indebtedness incurred by issuing the notes in this offering, we may incur substantial
additional indebtedness in the future, including under our commercial paper program and revolving credit facility or
through public or private offerings of debt securities, including the notes. The notes offered by this prospectus supplement
and the accompanying prospectus and the indenture pursuant to which the notes will be issued do not place any limitation
on the amount of unsecured debt that we or our subsidiaries may incur. Our outstanding indebtedness and any additional
indebtedness we incur, including the notes, may have significant consequences for you as a holder of notes, including,
without limitation, any of the following:
·
we will be required to use cash to pay the principal of and interest on our indebtedness;
·
our indebtedness and leverage may increase our vulnerability to adverse changes in general economic and
industry conditions, as well as to competitive pressure;
·
adverse changes in the ratings assigned to our debt securities by credit rating agencies will likely increase our
borrowing costs;
·
our ability to obtain additional financing for working capital, capital expenditures, acquisitions, share
repurchases or other general corporate and other purposes may be limited; and
·
our flexibility in planning for, or reacting to, changes in our business and our industry may be limited.
Our ability to make payments of principal and interest on our indebtedness, including the notes, depends upon our
future performance, which is subject to general economic conditions, industry cycles and financial,
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