---
title: eBay and Etsy Amended the $1.2 Billion Depop Deal Twice During the UK Review
description: eBay completed its $1.2 billion purchase of Depop from Etsy on 30 July, five months after signing and two amendments later.
author: Darie Nani (Editor-in-Chief)
updated: 2026-07-30T15:29:31.841Z
canonical: https://www.sovereignmagazine.com/article/ebay-depop-1-2-billion-cma-amendments
categories: Business
content_type: News
region: Global
publication: Sovereign Magazine
schema_type: Article
---

eBay completed its purchase of Depop from Etsy on Thursday, five and a half months after the two companies signed the agreement. In the gap between signing and closing, the contract governing the sale was amended twice.

The price did not move. eBay [agreed in February](https://investors.etsy.com/news-events/press-releases/detail/217/ebay-to-acquire-depop-from-etsy) to buy all of the equity in Depop Limited for approximately $1.2 billion in cash, subject to certain purchase price adjustments, and funded it from cash on hand. What changed over those five months was the set of terms covering what would happen if the deal did not close, and how much eBay would pay for the delay.

## Britain's competition regulator opened a case two months after the deal was announced

The Competition and Markets Authority [opened its case on the anticipated acquisition](https://www.gov.uk/cma-cases/ebay-slash-depop-merger-inquiry) on 23 April and invited comments from interested parties until 8 May. It announced the launch of its merger inquiry by notice to the parties on 8 June, filed the case under clothing, footwear and fashion, and announced a Phase 1 decision on 15 July, clearing the deal. The case closed on 17 July, when the full text of the decision was published. The regulator's case page records that it had received the information it needed from eBay and Etsy to begin pre-notification.

## The fee for walking away was reset three days before the clearance came

The original Sale and Purchase Agreement, dated 15 February, provided separately for termination fees of $90 million and $70 million payable by eBay to Etsy in certain circumstances. It also provided for an additional fee, ranging from nothing to $136 million depending on the date of termination.

Etsy and eBay signed a first amendment on 21 May. On 12 July they signed a second, which reset that additional fee: $68 million if the agreement was validly terminated after 30 June but on or before 15 July, and $158 million if it was validly terminated after 15 July. The regulator cleared the deal three days later, on 15 July, so the higher figure was the one that stood for the rest of the process.

The same amendment narrowed the grounds on which eBay could decline to complete. For the closing conditions covering the accuracy of representations and warranties, the performance of covenants and the absence of a material adverse effect, only events from 12 July onwards could be counted, and only where they were attributable to an intentional act or omission by Etsy or Depop taken with actual knowledge that it would amount to a material breach. Etsy disclosed the amendment in a filing with the Securities and Exchange Commission four days later.

## eBay paid interest on the price for the final thirteen days

The second amendment also moved the date on which the business was valued. Purchase price adjustment items other than transaction expenses are measured as of 12:01am GMT on 17 July, the lockbox date, rather than at closing, subject to customary protections against value leakage from Depop before completion. From that date until the deal closed on 30 July, a stretch of thirteen days, eBay pays interest on the closing purchase price at SOFR plus 0.40% a year.

## Depop keeps its own brand inside eBay

Depop, founded in 2011, had gross merchandise sales of about $1 billion in 2025, with growth of nearly 60% year over year in the United States. At the end of that year it had 7 million active buyers, close to 90% of them under 34, and more than 3 million active sellers. Fashion is already a category worth more than $10 billion in annual gross merchandise volume to eBay, which grew 10% year over year in the United States in 2025. eBay handled nearly $80 billion of gross merchandise volume across its marketplaces last year.

Depop will run as a complementary business and keep its own brand, platform, customer experience and culture, the company says, with eBay adding shipping, personalization, compliance and its trusted services. "Our goal is to preserve Depop's strong brand, community, and product experience, while helping the team accelerate the roadmap that is already underway," said Jamie Iannone, chief executive of eBay.

Etsy said in February that it would use the proceeds for general corporate purposes, continued share repurchases and investment in its own marketplace. "We are excited that this transaction allows us to focus exclusively on the compelling opportunity we see in front of us: to grow the Etsy marketplace in ways that matter most to our buyers and sellers," said Kruti Patel Goyal, chief executive of Etsy. Both boards approved the sale unanimously.

## FAQ

**Q: What did eBay pay for Depop?**
Approximately $1.2 billion in cash, subject to certain purchase price adjustments, funded from cash on hand. The two companies announced the agreement on 18 February 2026 and completed it on 30 July 2026.

**Q: Who cleared the eBay and Depop deal?**
The Competition and Markets Authority, Britain's competition regulator. It opened a case on 23 April 2026, launched a merger inquiry on 8 June and announced a Phase 1 clearance on 15 July, fifteen days before the sale closed.

**Q: What is a break fee in an acquisition?**
A termination fee one party agrees to pay the other if the deal does not complete in defined circumstances. It compensates the seller for the time a failed deal costs and gives the buyer a reason to see the process through. In this agreement eBay was on the hook for separate fees of $90 million and $70 million in certain circumstances, plus an additional fee that varied with the date of termination.

**Q: What changes for Depop sellers?**
eBay says Depop will keep its brand, platform, customer experience and culture and run as a complementary business, with eBay adding shipping, personalization, compliance and trusted services.