PayPal filed its third amendment to its Form 10 with the SEC, which is a necessary part of filing an IPO after its split with eBay. The third amendment covered the “Tax Matters Agreement” by and between eBay Inc. and PayPal Holdings, Inc. The details of the agreement show the implications of splitting up a large multinational corporation.
The lawyers must think now about what each company might need once they are standalone businesses. The Tax Matters agreement spells out provisions to deal with various scenarios, such as Section 9.02 Access to Tax Records:
The Companies and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records to the extent reasonably required by the other Company in connection with the preparation of financial accounting statements, audits, litigation, the preparation of Tax Returns, or the resolution of items under this Agreement.
The amendment also included an “Employee Matters Agreement” and copies of letters to several high-level executives regarding compensation and golden handshake provisions.
The filing included eBay’s May 19th letter to William Ready (Senior Vice President, Merchant and Next Generation Commerce) as well as an RSU stock agreement between Braintree and Ready; eBay’s May 22nd letter to James Barrese (Chief Technology Officer); and its December 31st letter to Patrick Dupuis (Senior Vice President, Interim Chief Financial Officer). The letters spell out retention incentives, aka Golden Handshakes, and Golden Parachute provisions.
eBay also provided a list of PayPal Holdings, Inc.
The filing can be found on the investor relations section of the eBay Inc website.