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0001065088
0001065088
2024-05-10
2024-05-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): May 10, 2024
eBay Inc.
(Exact name
of registrant as specified in its charter)
| |
|
|
| Delaware |
001-37713 |
77-0430924 |
| (State
or other jurisdiction |
(Commission
File Number) |
(I.R.S.
Employer |
| of
incorporation) |
|
Identification
No.) |
2025 Hamilton
Avenue
San Jose,
California 95125
(Address of
principal executive offices)
(408) 376-7108
(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 |
| Common stock |
EBAY |
The Nasdaq Global Select Market |
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
1.01. Entry into a Material Definitive Agreement.
On
May 10, 2024, eBay Inc., a Delaware corporation (“eBay”), eBay International Holding GmbH, a wholly owned
subsidiary of eBay incorporated under the laws of Switzerland (“eBay GmbH”), and eBay International Management
B.V., a wholly owned subsidiary of eBay incorporated under the laws of the Netherlands (“eBay B.V.” and together
with eBay and eBay GmbH, the “eBay Parties”), BCP Aurelia Luxco S.à r.l. incorporated under the laws of
the Grand Duchy of Luxembourg (“HoldCo”), Aurelia UK Feederco Limited, a wholly owned subsidiary of HoldCo
incorporated under the laws of England and Wales (the “Equity Investor”), Aurelia Netherlands TopCo B.V., a wholly owned subsidiary of the Equity Investor
incorporated under the laws of the Netherlands (“TopCo”), Aurelia BidCo Norway AS, a wholly owned subsidiary of
TopCo incorporated under the laws of Norway (“BidCo”) and Aurelia BidCo 1 Norway AS, a wholly owned subsidiary of
BidCo incorporated under the laws of Norway (“BidCo 1”) entered into amendments (the
“Amendments”) to the Bid Conduct Agreement dated as of November 21, 2023 and the Transaction Completion Agreement
dated as of November 21, 2023.
Pursuant
to the Amendments the eBay Parties have agreed, subject to certain terms and conditions, to (a) increase the number of shares of Adevinta
ASA (“Adevinta”) sold to BidCo 1 to 227,115,592 shares in exchange for approximately $2.4 billion of cash (the “Sale”)
and (b) to reduce the number of Adevinta shares transferred to TopCo to 177,115,591 shares in exchange for the issuance of new shares
in TopCo (together with the Sale, the “Transactions”). When combined, the impact of the Amendments increases the cash expected to be received by eBay at the closing of the Transactions by approximately
$270 million and reduces eBay's expected ownership in Adevinta from approximately 20% to approximately 18%.
The
foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full
text of the Amendments, respectively, which are attached hereto as Exhibit 2.1 and Exhibit 2.2 to this Current Report on Form
8-K and incorporated herein by reference in their entirety.
Cautions Regarding Forward-Looking Statements
Certain
statements herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Such forward-looking statements are often identified by words such as “anticipate,”
“approximate,” “believe,” “commit,” “continue,” “could,” “estimate,”
“expect,” “hope,” “intend,” “may,” “outlook,” “plan,”
“project,” “potential,” “should,” “would,” “will” and other similar
words or expressions. Such forward-looking statements reflect eBay’s current expectations or beliefs concerning future events
and actual events may differ materially from historical results or current expectations. The reader is cautioned not to place
undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number
of uncertainties, risks, assumptions and other factors, many of which are outside the control of eBay. The forward-looking statements
in this document address a variety of subjects including, for example, the closing of the Transactions and the potential benefits
of the Transactions. The following factors, among others, could cause actual results to differ materially from those described
in these forward-looking statements: the possibility that the conditions to the Transactions are not satisfied on a timely basis
or at all; the possibility that eBay may not fully realize the projected benefits of the Transactions; the possibility that the
closing of the Transactions may not occur on the anticipated timeline or at all; business disruption during the pendency of or
following the Transactions; diversion of management’s time on Transactions-related issues; the reaction of customers and
other persons to the Transactions; and other events that could adversely impact the completion of the Transactions, including
industry or economic conditions outside of eBay’s control. In addition, actual results are subject to other risks and uncertainties
that relate more broadly to eBay’s overall business, including those more fully described in eBay’s filings with the
U.S. Securities and Exchange Commission, including its annual report on Form 10-K for the fiscal year ended December 31, 2023
and subsequent quarterly reports on Form 10-Q. The forward-looking statements in this document speak only as of this date. We
undertake no obligation to revise or update publicly any forward-looking statement, except as required by law.
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 |
|
|
| Number |
|
Description |
| 2.1 |
|
Amendment Agreement to Bid Conduct Agreement, dated as of May 10, 2024, by and among eBay Inc., eBay International Holding GmbH, eBay International Management B.V., BCP Aurelia Luxco S.à r.l., Aurelia UK Feederco Limited, Aurelia Netherlands TopCo B.V., Aurelia BidCo Norway AS and Aurelia BidCo 1 Norway AS† |
| |
|
|
| 2.2 |
|
Amendment Agreement to Transaction Completion Agreement, dated as of May 10, 2024, by and among eBay Inc., eBay International Holding GmbH, eBay International Management B.V., BCP Aurelia Luxco S.à r.l., Aurelia UK Feederco Limited, Aurelia Netherlands TopCo B.V., Aurelia BidCo Norway AS and Aurelia BidCo 1 Norway AS† |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
| † | Schedules have been omitted
pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the
omitted schedules upon request by the SEC; provided, however, that the parties may request confidential treatment pursuant to
Rule 24b-2 of the Exchange Act for any document so furnished. |
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: May 10, 2024 |
/s/ Molly Finn |
| |
Name: Molly Finn |
| |
Title: Vice President & Deputy General
Counsel, Corporate & Assistant Secretary |
Exhibit 2.1
10 May 2024
AURELIA
UK FEEDERCO LIMITED
EBAY
INC.
EBAY
INTERNATIONAL HOLDING GMBH
EBAY
INTERNATIONAL MANAGEMENT B.V.
BCP
AURELIA LUXCO S.À R.L.
AURELIA
NETHERLANDS TOPCO B.V.
Aurelia
Bidco Norway AS
Aurelia
Bidco 1 Norway AS
FIRST
AMENDMENT AGREEMENT
regarding
the
BID
CONDUCT AGREEMENT
relating
to Project Aurelia
Contents
THIS AGREEMENT
(the Amendment Agreement) is dated 10 May 2024
PARTIES:
| (1) | AURELIA
UK FEEDERCO LIMITED incorporated under the laws of England and Wales (registered
number 15245581), whose registered office is at 10th floor, 30 St Mary Axe,
London, EC3A 8BF, United Kingdom (Equity Investor); |
| (2) | EBAY
INC. incorporated under the laws of Delaware (I.R.S. Employer Identification No.
77-0430924), whose principal executive office is at 2025 Hamilton Avenue, San Jose, California
95215, United States (Erik); |
| (3) | EBAY
INTERNATIONAL HOLDING GMBH, an indirect wholly-owned subsidiary of Erik, incorporated
under the laws of Switzerland (registered number CHE-262.723.657), whose registered office
is at Helvetiastrasse 15-17, 3005 Bern, Switzerland (Erik GmbH); |
| (4) | EBAY
INTERNATIONAL MANAGEMENT B.V., an indirect wholly-owned subsidiary of Erik,
incorporated under the laws of the Netherlands (registered number 71993312), whose registered
office is at Stadhouderskade 85, 1054 ES Amsterdam, the Netherlands (Erik
BV); |
| (5) | BCP
AURELIA LUXCO S.À R.L. incorporated under the laws of the Grand Duchy of Luxembourg
(registered number B281366), whose registered office is at 2-4, rue Eugene Ruppert, L-2453
Luxembourg, Grand Duchy of Luxembourg (Bjoern); |
| (6) | AURELIA
NETHERLANDS TOPCO B.V. incorporated under the laws of the Netherlands (registered
number 91818427), whose registered office is at Amstelveenseweg 760, 1081 JK Amsterdam,
the Netherlands (the Company); |
| (7) | Aurelia
Bidco Norway AS incorporated under the laws
of Norway (registered number 932 213 346), whose office is at c/o Wikborg Rein Advokatfirma
AS, Dronning Mauds gate 11, 0250 Oslo, Norway (pending registration in the Norwegian
Registry of Business Enterprises) (BidCo); and |
| (8) | Aurelia
Bidco 1 Norway AS incorporated under the laws
of Norway (registered number 932 213 311), whose office is at c/o Wikborg Rein Advokatfirma
AS, Dronning Mauds gate 11, 0250 Oslo, Norway (pending registration in the Norwegian
Registry of Business Enterprises) (BidCo 1) |
(the
Equity Investor, Erik, Erik GmbH, Erik BV, Bjoern, the Company, BidCo as well as BidCo 1 each also, a Party and
collectively, the Parties).
WHEREAS:
| (A) | On
21 November 2023, the Parties, among other agreements, entered into a certain
Bid Conduct Agreement, among other things, setting out their respective rights and obligations
in relation to the voluntary public takeover offer for all issued and outstanding class
A shares (voting shares) in Adevinta ASA and the Offer Process (as amended from time
to time, the Erik BCA and where reference is made in this Amendment Agreement
to the term “original” Erik BCA, such reference shall designate the original
version of the Erik BCA as executed on 21 November 2023). |
| (B) | The
Parties wish to amend the original Erik BCA by this Amendment Agreement and agree as
set out in the following. |
IT
IS AGREED:
Capitalised
terms used or referenced in this Amendment Agreement shall have the meaning ascribed to them in this Amendment Agreement or, in
the absence of a separate definition as contained herein, shall have the meaning as ascribed to them in the original Erik BCA.
The
Parties agree that the original Erik BCA shall be changed and amended as follows, subject to further changes from time to time
to the extent agreed in writing between the Parties:
Schedule 6
(Sample cap table calculation) of the Erik BCA shall be replaced by Schedule 6 (Sample cap table calculation)
as attached to this Amendment Agreement.
The
Parties hereby agree that any reference made to any of the Transaction Documents in the original Erik BCA shall refer to such
Transaction Document as amended from time to time.
| 4.1 | Except
as expressly set forth in this Amendment Agreement, all other provisions of the Erik
BCA, as contained in the original Erik BCA, shall remain unaffected. |
| 4.2 | Clauses 15
through 30 of the original Erik BCA shall apply mutatis mutandis to this Amendment
Agreement. |
[Schedules
and signature pages follow]
Schedule 6
Sample cap table calculation
Equity
Investor
| Shareholder | |
Percentage | |
| Peter I | |
| 20.9 | % |
| Peter II | |
| 28.4 | % |
| Bjoern | |
| 36.2 | % |
| Gunnar | |
| 9.4 | % |
| Torben | |
| 5.1 | % |
| Total | |
| 100 | % |
Company
(illustrative and subject to equity funding amount)
| Shareholder | |
Percentage | |
| Equity Investor | |
| 68 | % |
| Erik | |
| 18 | % |
| Sven | |
| 14 | % |
| Total | |
| 100 | % |
[Signature
pages to be added]
[Signature
pages to the First Amendment Agreement regarding the Erik Bid Conduct
Agreement relating to Project Aurelia]
| Aurelia UK Feederco Limited |
|
|
| |
|
|
| Date: 10 May 2024 |
|
|
| |
|
|
| by: |
|
|
| |
|
|
| /s/ Lionel Assant |
|
/s/ Alexander Walsh |
| Name: Lionel Assant |
|
Name: Alexander Walsh |
| Title: Director |
|
Title: Director |
[Signature
pages to the First Amendment Agreement regarding the Erik Bid Conduct
Agreement relating to Project Aurelia]
| eBay Inc. |
|
|
| |
|
|
| Date: 10 May 2024 |
|
|
| |
|
|
| by: |
|
|
| |
|
|
| /s/ Steve Priest |
|
|
| Name: Steve Priest |
|
|
| Title: SVP, Chief Financial Officer |
|
|
| |
|
|
| eBay International Holding GmbH |
|
|
| |
|
|
| Date: 10 May 2024 |
|
|
| |
|
|
| by: |
|
|
| |
|
|
| /s/ Kenneth Ebanks |
|
|
| Name: Kenneth Ebanks |
|
|
| Title: President and Managing Officer |
|
|
| |
|
|
| eBay International Management B.V. |
|
|
| |
|
|
| Date: 10 May 2024 |
|
|
| |
|
|
| by: |
|
|
| |
|
|
| /s/ Kenneth Ebanks |
|
/s/ Mark Solomons |
| Name: Kenneth Ebanks |
|
Name: Mark Solomons |
| Title: Director A |
|
Title: Director B |
[Signature
pages to the First Amendment Agreement regarding the Erik Bid Conduct
Agreement relating to Project Aurelia]
| BCP Aurelia Luxco S.à
r.l. |
|
| |
|
| Date: 10 May 2024 |
|
| |
|
| by: |
|
| |
|
| /s/ John Sutherland |
|
| Name: John Sutherland |
|
| Title: Manager |
|
| Aurelia Netherlands Topco
B.V. |
|
| |
|
| Date: 10 May 2024 |
|
| |
|
| by: |
|
| |
|
| /s/ Lionel Assant |
|
| Name: Lionel Assant |
|
| Title: Authorized representative |
|
[Signature
pages to the First Amendment Agreement regarding the Erik Bid Conduct
Agreement relating to Project Aurelia]
| Aurelia Bidco Norway AS |
|
|
| |
|
|
| Date: 10 May 2024 |
|
|
| |
|
|
| by: |
|
|
| |
|
|
| /s/ Lionel
Assant |
|
/s/ Alexander
Walsh |
| Name: Lionel Assant |
|
Name: Alexander Walsh |
| Title: Chairman of the Board |
|
Title: Board member |
[Signature
pages to the First Amendment Agreement regarding the Erik Bid Conduct
Agreement relating to Project Aurelia]
| Aurelia Bidco 1 Norway
AS |
|
|
| |
|
|
| Date: 10 May 2024 |
|
|
| |
|
|
| by: |
|
|
| |
|
|
| /s/ Lionel
Assant |
|
/s/ Alexander
Walsh |
| Name: Lionel Assant |
|
Name: Alexander Walsh |
| Title: Chairman of the Board |
|
Title: Board member |
Exhibit 2.2
10
May 2024
Aurelia
UK Feederco Limited
EBAY
INC.
eBay
International Holding GmbH
eBay
International Management B.V.
BCP
Aurelia Luxco S.à r.l.
Aurelia
Netherlands Topco B.V.
AURELIA
BIDCO NORWAY AS
AURELIA
BIDCO 1 NORWAY AS
FIRST
AMENDMENT AGREEMENT
regarding
the
TRANSACTION
COMPLETION AGREEMENT
relating
to Project Aurelia
Contents
THIS AGREEMENT
(the Amendment Agreement) is dated 10 May 2024
PARTIES:
| (1) | AURELIA
UK FEEDERCO LIMITED incorporated under the laws of England and Wales (registered
number 15245581), whose registered office is at 10th floor, 30 St Mary Axe, London, EC3A
8BF, United Kingdom (Equity Investor); |
| (2) | eBay
Inc. incorporated under the laws of Delaware
(I.R.S. Employer Identification No. 77-0430924), whose principal executive office is
at 2025 Hamilton Avenue, San Jose, California 95215, United States (Erik); |
| (3) | EBAY
INTERNATIONAL HOLDING GMBH, an indirectly wholly-owned subsidiary of Erik, incorporated
under the laws of Switzerland (registered number CHE-262.723.657), whose registered office
is at Helvetiastrasse 15-17, 3005 Bern, Switzerland (Erik GmbH); |
| (4) | eBay
International Management B.V., an indirectly
wholly-owned subsidiary of Erik, incorporated under the laws of the Netherlands (registered
number 71993312), whose registered office is at Stadhouderskade 85, 1054 ES Amsterdam,
the Netherlands (Erik BV); |
| (5) | BCP
AURELIA LUXCO S.À R.L. incorporated under the laws of the Grand Duchy of Luxembourg
(registered number B281366), whose registered office is at 2-4, rue Eugene Ruppert, L-2453
Luxembourg, Grand Duchy of Luxembourg (Bjoern); |
| (6) | AURELIA
NETHERLANDS TOPCO B.V. incorporated under the laws of the Netherlands (registered
number 91818427), whose registered office is at Amstelveenseweg 760, 1081JK Amsterdam,
the Netherlands (the Company); |
| (7) | AURELIA
BIDCO NORWAY AS incorporated under the laws of Norway (registered number 932 213
346), office is at c/o Wikborg Rein Advokatfirma AS, Dronning Mauds gate 11, 0250 Oslo,
Norway (pending registration in the Norwegian Registry of Business Enterprises) (BidCo);
and |
| (8) | AURELIA
BIDCO 1 NORWAY AS incorporated under the laws of Norway (registered number 932 213
311), registered office is at c/o Wikborg Rein Advokatfirma AS, Dronning Mauds gate 11,
0250 Oslo, Norway (pending registration in the Norwegian Registry of Business Enterprises)
(BidCo 1) |
(the Equity
Investor, Erik, Erik GmbH, Erik BV, Bjoern, the Company, BidCo as well as BidCo 1 each also, a Party and collectively,
the Parties).
WHEREAS:
| (A) | On
21 November 2023, the Parties, among other agreements, entered into a certain Transaction
Completion Agreement in order to, among other things, set out the terms governing the
transfers of the Erik Target Shares to the BidCo Group as well as certain other actions
connected to the voluntary public takeover offer for all issued and outstanding class
A shares (voting shares) in Adevinta ASA by BidCo (as amended from time to time,
the Erik TCA and where reference is made in this Amendment Agreement to
the term “original” Erik TCA, such reference shall designate the original
version of the Erik TCA as executed on 21 November 2023). |
| (B) | The
Parties wish to amend the original Erik TCA by this Amendment Agreement and agree as
set out in the following. |
IT
IS AGREED:
Capitalised
terms used or referenced in this Amendment Agreement shall have the meaning ascribed to them in this Amendment Agreement or, in
the absence of a separate definition as contained herein, shall have the meaning as ascribed to them in the original Erik TCA.
The
Parties agree that the original Erik TCA shall be changed and amended as follows, subject to further changes from time to time
to the extent agreed in writing between the Parties:
| 2.1 | Clause 4.1
of the original Erik TCA shall be replaced in its entirety by the following new Clause
4.1: |
Erik
hereby commits to the Company, and only to the Company, to cause Erik GmbH to transfer, and Erik GmbH commits to transfer, at
Completion 177,115,591 of the Erik Class A Target Shares (the Erik Rollover Target Shares) to the Company against issuance
of new shares in the Company. As consideration for the transfer of the Erik Rollover Target Shares, the Company shall issue to
Erik GmbH such number of Ordinary Shares that is equal in value to the Erik Rollover Target Shares valued at NOK 115 per Erik
Rollover Target Share at the Signing Exchange Rate (such newly issued shares, the Erik Rollover Shares).
| 2.2 | Clause 5.1
of the original Erik TCA shall be replaced in its entirety by the following new Clause
5.1: |
Erik
hereby commits to BidCo 1, and only to BidCo 1, to cause Erik BV, Erik GmbH and/or their respective applicable subsidiaries to
sell and transfer, and each of Erik BV and Erik GmbH commits to sell and transfer (and/or cause its respective applicable subsidiaries
to sell and transfer), at Completion 167,859,524 of the Erik Class A Target Shares and all of the Erik Class B Target Shares (jointly,
the Erik Sale Target Shares) to BidCo 1 against a consideration in the amount of USD 2,431,150,493.58 (in words: two
billion four hundred thirty-one million one hundred fifty thousand four hundred ninety-three dollars US Dollars and fifty-eight
cents) (the Erik Cash Purchase Price). The Erik Cash Purchase Price shall be payable by BidCo 1 to Erik in cash at Completion
in accordance with Clause 10.
| 2.3 | Schedule 4
(Sample cap table calculation) of the Erik TCA shall be replaced by Schedule
4 (Sample cap table calculation) as attached to this Amendment Agreement. |
The
Parties hereby agree that any reference made to any of the Transaction Documents in the original Erik TCA shall refer to such
Transaction Document as amended from time to time.
| 4.1 | Except
as expressly set forth in this Amendment Agreement, all other provisions of the Erik
TCA, as contained in the original Erik TCA, shall remain unaffected. |
| 4.2 | Clauses
13 through 27 of the original Erik TCA shall apply mutatis mutandis to this Amendment
Agreement. |
[schedules
and signature pages follow]
Schedule 4
Sample cap table calculation
Equity
Investor
| Shareholder | |
Percentage | |
| Peter I | |
| 20.9 | % |
| Peter II | |
| 28.4 | % |
| Bjoern | |
| 36.2 | % |
| Gunnar | |
| 9.4 | % |
| Torben | |
| 5.1 | % |
| Total | |
| 100 | % |
Company
(illustrative and subject to equity funding amount)
| Shareholder | |
Percentage | |
| Equity Investor | |
| 68 | % |
| Erik | |
| 18 | % |
| Sven | |
| 14 | % |
| Total | |
| 100 | % |
Signature
[Signature
pages to be added]
[Signature pages to the First Amendment Agreement regarding the Erik Transaction
Completion Agreement relating to Project Aurelia]
| Aurelia UK Feederco Limited |
|
|
| |
|
|
| Date: 10 May 2024 |
|
|
| |
|
|
| by: |
|
|
| |
|
|
| /s/ Lionel Assant |
|
/s/ Alexander Walsh |
| Name: Lionel Assant |
|
Name: Alexander Walsh |
| Title: Director |
|
Title: Director |
[Signature pages to the First Amendment Agreement regarding the Erik Transaction
Completion Agreement relating to Project Aurelia]
| eBay Inc. |
|
|
| |
|
|
| Date: 10 May 2024 |
|
|
| |
|
|
| by: |
|
|
| |
|
|
| /s/ Steve Priest |
|
|
| Name: Steve Priest |
|
|
| Title: SVP, Chief Financial Officer |
|
|
| |
|
|
| eBay International Holding GmbH |
|
|
| |
|
|
| Date: 10 May 2024 |
|
|
| |
|
|
| by: |
|
|
| |
|
|
| /s/ Kenneth Ebanks |
|
|
| Name: Kenneth Ebanks |
|
|
| Title: President and Managing Officer |
|
|
| |
|
|
| eBay International Management B.V. |
|
|
| |
|
|
| Date: 10 May 2024 |
|
|
| |
|
|
| by: |
|
|
| |
|
|
| /s/ Kenneth Ebanks |
|
/s/ Mark Solomons |
| Name: Kenneth Ebanks |
|
Name: Mark Solomons |
| Title: Director A |
|
Title: Director B |
[Signature pages to the First Amendment Agreement regarding the Erik Transaction
Completion Agreement relating to Project Aurelia]
| BCP Aurelia Luxco S.à
r.l. |
|
| |
|
| Date: 10 May 2024 |
|
| |
|
| by: |
|
| |
|
| /s/ John Sutherland |
|
| Name: John Sutherland |
|
| Title: Manager |
|
[Signature
pages to the First Amendment Agreement regarding the Erik Transaction
Completion Agreement relating to Project Aurelia]
| Aurelia Netherlands Topco
B.V. |
|
| |
|
| Date: 10 May 2024 |
|
| |
|
| by: |
|
| |
|
| /s/ Lionel Assant |
|
| Name: Lionel Assant |
|
| Title: Authorized representative |
|
[Signature pages to the First Amendment Agreement regarding the Erik Transaction
Completion Agreement relating to Project Aurelia]
| Aurelia Bidco Norway AS |
|
|
| |
|
|
| Date: 10 May 2024 |
|
|
| |
|
|
| by: |
|
|
| |
|
|
| /s/ Lionel
Assant |
|
/s/ Alexander
Walsh |
| Name: Lionel Assant |
|
Name: Alexander Walsh |
| Title: Chairman of the Board |
|
Title: Board member |
[Signature pages to the First Amendment Agreement regarding the Erik Transaction
Completion Agreement relating to Project Aurelia]
| Aurelia Bidco 1 Norway
AS |
|
|
| |
|
|
| Date: 10 May 2024 |
|
|
| |
|
|
| by: |
|
|
| |
|
|
| /s/ Lionel
Assant |
|
/s/ Alexander
Walsh |
| Name: Lionel Assant |
|
Name: Alexander Walsh |
| Title: Chairman of the Board |
|
Title: Board member |