Adevinta — Capital/Financing Update 2020

Oct 22, 2020

Adevinta ASA (ADE) - Adevinta announces Pricing of Senior Secured Notes and Term Loan B

Adevinta ASA (ADE) - Adevinta announces Pricing of Senior Secured Notes and Term Loan B

Oslo, 22 October 2020 - Adevinta ASA ("Adevinta") announced today that it has

priced:

* an offering of approximately EUR1,060 million aggregate principal amount of

senior secured notes (the "Notes"); and

* a new senior secured Term Loan B facility consisting of a EUR900 million EUR-

denominated tranche (the "EUR TLB") and a $506 million U.S. dollar-

denominated tranche (the "USD TLB" and, together with the EUR TLB, the "Term

Loan B").

The Notes consist of two tranches: EUR660 million aggregate principal amount of

Notes due 2025, bearing interest at a rate of 2.625% per annum and EUR400 million

aggregate principal amount of Notes due 2027, bearing interest at a rate of

3.000% per annum.

The EUR TLB will bear interest at a rate per annum equal to EURIBOR (subject to

a floor of zero) plus 3.250%, subject to a leveraged based margin ratchet. The

USD TLB will bear interest at a rate per annum equal to LIBOR (subject to a

0.75% floor) plus 3.000%, subject to a leveraged based margin ratchet.

The Notes are expected to be issued on 5 November 2020, subject to customary

closing conditions.

Adevinta intends to use the proceeds from the Notes and Term Loan B to, among

other things, fund a portion of the cash consideration for the acquisition (the

"Acquisition") of the eBay Classifieds group ("eCG") and refinance existing

debt.

The gross proceeds from the issuance of the Notes will be placed into a

segregated escrow account pledged in favour of the holders of the Notes. The

proceeds of the Notes will be released from escrow, and the Term Loan B will be

funded, immediately prior to completion of the Acquisition, subject to

satisfaction of certain customary conditions.

The Term Loan B and the Notes will be guaranteed by certain subsidiaries of

Adevinta and eCG and secured by shares of certain of the guarantors as well as

certain material bank accounts and the intercompany receivables of Adevinta.

This press release is neither an offer to sell nor the solicitation of an offer

to buy any securities and shall not constitute an offer, solicitation or sale in

any jurisdiction in which such offering, solicitation or sale would be unlawful.

The Notes discussed in this release have not been, and will not be, registered

under the U.S. Securities Act of 1933, as amended, and may not be offered or

sold in the United States or to US persons without registration or pursuant to

an applicable exemption from registration under that act.

Forward-looking information

Matters discussed in this announcement may constitute forward-looking

statements, including statements relating to the Notes and the Term Loan B,

including the expected terms of the instruments upon issuance and intended use

of proceeds. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "aims", "expect",

"anticipate", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are subject

to risks, uncertainties, contingencies and other important factors that could

cause actual events to differ materially from the expectations expressed or

implied in this release by such forward-looking statements. Forward-looking

statements speak only as of the date they are made and cannot be relied upon as

a guide to future performance. The Company expressly disclaims any obligation or

undertaking to update, review or revise any forward-looking statement contained

in this announcement whether as a result of new information, future developments

or otherwise.

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act.

Manufacturer target market (MIFID II product governance) is eligible

counterparties and professional clients only (all distribution channels). No

PRIIPs key information document (KID) has been prepared as not available to

retail investors in EEA or the United Kingdom

*** This information is subject to the disclosure requirements pursuant to

Section 5-12 the Norwegian Securities Trading Act

IR contact

Marie de Scobiac

Head of Investor Relations

ir@adevinta.com (mailto:ir@adevinta.com)