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Uber Technologies, Inc 8-K Report, Unregistered Securities Sale (Jun 21, 2021)

Filed June 21, 2021For Securities:UBER

Summary

Uber Technologies, Inc. announced on June 18, 2021, that it has reached an agreement to acquire the remaining minority stake in Cornershop Global LLC, a majority-owned subsidiary since Q3 2020. This all-stock transaction will result in Cornershop becoming a wholly-owned subsidiary of Uber. The company will issue approximately 29 million shares of Uber Common Stock to acquire the roughly 47% interest it did not previously own. The transaction is expected to close in July 2021, subject to customary closing conditions. Of note to investors, this acquisition is structured as an all-stock deal, which means it will not immediately impact Uber's cash reserves. Furthermore, because Cornershop's financial results are already consolidated due to Uber's majority ownership, the company anticipates no change to its Gross Bookings, Revenue, or Adjusted EBITDA as a direct result of this transaction. The shares to be issued will be done so under the Section 4(a)(2) exemption, indicating these are not being offered to the general public via a registered offering.

Key Highlights

  • 1Uber to acquire remaining ~47% stake in Cornershop Global LLC via an all-stock transaction.
  • 2Cornershop will become a wholly-owned subsidiary of Uber upon closing.
  • 3Approximately 29 million shares of Uber Common Stock to be issued in exchange for the minority interest.
  • 4The transaction is expected to close in July 2021, pending customary conditions.
  • 5No expected impact on Uber's Gross Bookings, Revenue, or Adjusted EBITDA due to prior consolidation.
  • 6Shares will be issued under Section 4(a)(2) exemption, not a public offering.
  • 7The deal consolidates Uber's ownership in its grocery delivery platform.

Frequently Asked Questions

Uber anticipates no change to its Gross Bookings, Revenue, or Adjusted EBITDA as a result of this transaction. This is because Cornershop's financial results have already been fully consolidated into Uber's financial statements since Uber acquired a majority stake previously.

Uber is acquiring the remaining interest in Cornershop through an all-stock transaction, issuing approximately 29 million shares of its own common stock. This means the acquisition does not involve an immediate cash outlay from Uber.

The transaction is expected to close in July 2021, subject to the satisfaction of customary closing conditions.

The shares are being issued in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 of the Securities Act of 1933, as amended. This typically means the shares are being offered and sold to a limited number of sophisticated investors, not to the general public, thus avoiding the need for a formal registration statement.