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Form 8-K MERCADOLIBRE INC For: Oct 12

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October 12, 2016 4:29 PM EDT

 

 

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): October 12, 2016

 

 

MercadoLibre, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-33647   98-0212790
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification Number)

Arias 3751, 7th Floor, Buenos Aires, Argentina C1430CRG

(Address of Principal Executive Offices) (Zip Code)

011-54-11-4640-8000

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

 

 

Item 7.01 Regulation FD Disclosure

On October 12, 2016, MercadoLibre, Inc. (the “Company”, or “we”) issued a press release announcing the proposed offering (the “Offering”) by eBay Inc. and eBay International Treasury Center S.à r.l. of 5,500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) pursuant to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on October 12, 2016. A copy of the press release is furnished as Exhibit 99.1.

In connection with the Offering, the Company provided certain preliminary estimates of results for the three months ended September 30, 2016, which are based on the information currently available to management (“Recent Developments Information”). The Recent Developments Information is furnished as Exhibit 99.2 to this Current Report and is incorporated by reference into this Item 7.01.

This Current Report shall not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The information furnished with this Current Report (including Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

Number

  

Description

99.1   Press Release dated October 12, 2016
99.2   Recent Developments Information

 

 

 

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.

 

    MercadoLibre, Inc.
Dated: October 12, 2016     By:   /s/ Pedro Arnt
    Name:   Pedro Arnt
    Title:   Chief Financial Officer

EXHIBIT INDEX

 

Exhibit

Number

   

Description

99.1    Press Release dated October 12, 2016
99.2    Recent Developments Information

 

 

 

Exhibit 99.1

MercadoLibre, Inc. Announces Proposed Follow-on Offering by Stockholders

Buenos Aires, Argentina, October 12, 2016/PRNewswire/—MercadoLibre, Inc. (NASDAQ: MELI), a leading Latin American e-commerce technology company, announced today that it is commencing an underwritten public offering of shares of its common stock offered by its existing stockholders, eBay Inc., and eBay’s subsidiary, eBay International Treasury Center S.à r.l. (together referred to as the “Selling Stockholders”). MercadoLibre will not receive any proceeds from the sale of the shares by the Selling Stockholders.

The Selling Stockholders are offering a total of 5,500,000 shares of common stock in the offering. In addition, the underwriters have a 30-day option to purchase up to 825,000 additional shares from eBay Inc.

Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC are acting as underwriters for the offering.

An automatically effective registration statement relating to these securities was filed with the Securities and Exchange Commission and became effective on October 12, 2016. The offering is being made only by means of such shelf registration statement, including a preliminary prospectus supplement and the accompanying prospectus, copies of which may be obtained, when available, from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Exhibit 99.2

Recent Developments Information

MercadoLibre, Inc. expects to announce on November 3, 2016 our results for the third quarter ended September 30, 2016. We expect that for the three months ended September 30, 2016 we will report gross merchandise volume excluding motor vehicles, vessels, aircraft and real estate between $1.9 billion and $2.0 billion (representing an increase of between 3% and 9% as compared to the same period of 2015), successful items sold between 43 million and 47 million, total payments volume between $2.0 billion and $2.1 billion (representing an increase of between 44% and 52% as compared to the same period of 2015), and net revenues in the range of $220 million to $230 million (representing an increase of between 30% and 36% as compared to the same period of 2015). Unlike the second quarter of 2016, we do not expect to recognize any impairment charge in the third quarter for our operations in Venezuela. This information for the third quarter of 2016 is preliminary and our actual operating results for this quarter may differ from these estimates. We have not completed our quarter-end closing and review procedures or the preparation of our interim financial statements, and the information is subject to review and adjustment as a result of those procedures. The information for the third quarter of 2016 constitutes forward-looking statements, and we caution you that these statements are subject to risks and uncertainties, including those referred to under “Risk Factors” and “Cautionary Statement Regarding Forward Looking Statements” (and similar captions) in our SEC filings.


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