Etsy has sold Depop to eBay on a $1.2bn purchase price, five years after recording $1.493bn of consideration to buy it
$1.493 billion. That is the fair value of consideration Etsy recorded in its 2021 annual report for Depop, the London fashion resale marketplace it bought on 12 July that year. On Thursday afternoon it sold the business to eBay, and the 8-K filed at 16:06 Eastern puts the purchase price at $1.2 billion.
The cash that actually arrived was larger than the purchase price. Etsy states aggregate consideration of approximately $1.4 billion, reflecting the $1.2 billion price plus $200 million of net purchase price adjustments and interest, with net proceeds still subject to certain post-closing adjustments.
Two numbers, two bases, and a subtraction not worth doing
The instinct is to subtract. Resist it.
The 2021 figure is a fair value of consideration transferred, net of cash acquired, and it includes $4.8 million of non-cash consideration for replacement equity awards issued to Depop employees. The 2026 figure is a headline purchase price under a sale and purchase agreement, sitting underneath a larger cash number that includes adjustments and interest. Both come from Etsy's own filings and both are exact. Neither was prepared to be netted against the other, and this desk has not netted them.
Five and a half months between signature and close
The sale and purchase agreement is dated 15 February 2026. It was supplemented on 21 May, amended again on 12 July, and closed on 30 July after what Etsy describes as the satisfaction of closing conditions including the receipt of required regulatory approvals. The $200 million of net adjustments and interest is what that interval produced.
Etsy had to amend its own borrowing arrangements on the closing day to let the sale proceed. Item 1.01 records a Second Amendment to the 2023 credit agreement, with JPMorgan Chase Bank as administrative agent, which amends that agreement to permit the disposition of the Depop shares.
What Etsy says the money is for
The press release points at the capital allocation strategy set out in the 29 April shareholder letter, which Etsy says included plans to accelerate its share repurchase program. No figure and no date accompany that sentence.
"This transaction allows us to move forward with a clear focus on building the best marketplace for Etsy's buyers and sellers", chief executive Kruti Patel Goyal said in the release.
Depop was the second smallest of the four marketplaces Etsy ran in 2021, at 2.2 percent of $13.5 billion of gross merchandise sales, in a year it owned the business for just under half of. Anyone modelling the group without it should start from Exhibit 99.2, the unaudited pro forma financial information filed with the same 8-K, rather than from that ratio.
