8-KOther EventsExhibits & Filings

DoorDash, Inc. 8-K Report, Corporate Update (Apr 14, 2022)

Filed April 14, 2022For Securities:DASH

Summary

DoorDash, Inc. (DASH) filed an 8-K on April 14, 2022, to report amendments to the Share Purchase Agreement for its acquisition of Wolt Enterprises Oy. The amendments primarily address the allocation of consideration to account for Wolt's liquidation preferences and revise the treatment of vested Wolt options. Vested options will be cancelled and holders will receive either substitute DoorDash stock options (for continuing employees) or DoorDash Class A common stock. The filing also serves as supplemental disclosure to DoorDash's previously filed prospectus, updating key terms and definitions related to the transaction. It clarifies the mechanics of the share exchange, including the calculation of the "Total Share Consideration" which is based on a fixed number of 39,382,172 DoorDash shares, subject to adjustments for cash, expenses, taxes, debt, working capital, and option exercise prices. The filing also details escrow arrangements for indemnification claims and a "True-Up Escrow" to address potential discrepancies in purchase price adjustments. Investors should note that the value of the consideration received by Wolt securityholders will fluctuate with DoorDash's stock price.

Key Highlights

  • 1Amendment to the Share Purchase Agreement for the acquisition of Wolt Enterprises Oy, specifically revising consideration allocation for liquidation preferences and treatment of vested options.
  • 2Vested Wolt options will be cancelled and replaced with either substitute DoorDash stock options (for continuing employees) or DoorDash Class A common stock.
  • 3The transaction's Total Share Consideration is based on a fixed 39,382,172 DoorDash shares, subject to adjustments for Wolt's financial condition (cash, debt, working capital, etc.) and transaction-related items.
  • 4A significant portion of the consideration will be placed in escrow for indemnification purposes (Indemnity Escrow Shares) and a 'True-Up Escrow' to cover post-closing purchase price adjustments.
  • 5Key employees receiving DoorDash stock as consideration will have 40% subject to a four-year time-based vesting schedule.
  • 6Wolt shareholders and optionholders are expected to own approximately 9.5% of DoorDash Class A common stock post-transaction, resulting in dilution for existing DoorDash shareholders.
  • 7The filing emphasizes that the value of DoorDash shares received by Wolt securityholders will fluctuate with DoorDash's stock price, as the share consideration is not adjusted for market price changes between signing and closing.

Frequently Asked Questions

This 8-K filing announces an amendment to the Share Purchase Agreement for DoorDash's acquisition of Wolt Enterprises Oy. The amendments clarify how consideration will be allocated, particularly concerning Wolt's liquidation preferences and the treatment of vested options. It also serves as supplemental disclosure to the company's existing prospectus.

Vested Wolt options will be cancelled at closing. Holders who are continuing employees of DoorDash will receive substitute vested options to purchase DoorDash Class A common stock. Holders who are not continuing employees will receive DoorDash Class A common stock directly.

The Total Share Consideration is based on a fixed amount of 39,382,172 DoorDash shares, but this number can be adjusted upwards or downwards based on "Consideration Adjustments." These adjustments include Wolt's cash and cash equivalents, transaction expenses, taxes, indebtedness, net working capital, and aggregate option exercise prices. The value of the consideration is tied to DoorDash's stock price at closing and will fluctuate.

The filing details two types of escrows. An "Indemnity Escrow" will hold back a portion of the DoorDash shares to cover potential indemnification claims against Wolt's former securityholders. A "True-Up Escrow" is established to manage any discrepancies arising from post-closing purchase price adjustments, ensuring proper distribution of consideration.