8-KMaterial AgreementsFinancial EventsSecurities & Listing+2

Uber Technologies, Inc 8-K Report, Material Agreement (Dec 11, 2020)

Filed December 11, 2020For Securities:UBER

Summary

Uber Technologies, Inc. (UBER) filed an 8-K on December 10, 2020, to report the completion of its private offering of $1.0 billion in aggregate principal amount of 0% Convertible Senior Notes due 2025. The offering was upsized with an additional $150.0 million purchased by the initial purchasers. These notes are general senior, unsecured obligations of the company and will mature on December 15, 2025, unless converted, redeemed, or repurchased earlier. The notes are convertible under specific conditions, including if the stock price exceeds 130% of the conversion price for a sustained period, or under certain trading price thresholds. The initial conversion price is approximately $80.84 per share, representing a premium of about 52.5% to the stock price on December 8, 2020. Uber intends to use the net proceeds of approximately $1.136 billion for working capital or general corporate purposes, which may include acquisitions or strategic transactions.

Key Highlights

  • 1Completion of a $1.0 billion (upsized to $1.15 billion with option exercise) offering of 0% Convertible Senior Notes due 2025.
  • 2Notes are unsecured, general senior obligations of Uber.
  • 3Maturity date is December 15, 2025, with conversion options tied to stock price performance and trading conditions.
  • 4Initial conversion price of approximately $80.84 per share, a significant premium (52.5%) to the December 8, 2020, closing price.
  • 5Net proceeds of approximately $1.136 billion are intended for working capital and general corporate purposes, including potential acquisitions or strategic transactions.
  • 6The offering was made to qualified institutional buyers under Rule 144A of the Securities Act, exempting it from standard registration requirements.
  • 7The Indenture includes customary covenants and events of default, with specific provisions for bankruptcy and insolvency.

Frequently Asked Questions

This 8-K filing announces the completion of Uber's private offering of $1.0 billion (which was upsized to $1.15 billion) of 0% Convertible Senior Notes due 2025. It details the terms of the notes, conversion rights, and the intended use of proceeds.

Uber raised approximately $1.136 billion in net proceeds after fees and expenses. The company intends to use these funds for working capital or other general corporate purposes, which could include acquisitions or strategic transactions.

The notes mature in December 2025, bear no regular interest, and can be converted into Uber common stock under specific conditions related to the stock price and trading performance. The initial conversion price is set at a premium to the then-current stock price.

Holders can convert the notes if Uber's common stock price is at least 130% of the conversion price for at least 20 trading days within a 30-day period, or if the trading price of the notes falls below 98% of a calculated value based on the stock price. Conversion is also permitted under specific corporate events or if Uber calls the notes for redemption. Holders can also convert freely after September 15, 2025.