UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 2, 2021
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Uber Technologies, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-38902 | 45-2647441 |
| (State or other Jurisdiction of Incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
1515 3rd Street
San Francisco, California 94158
(Address of Principal Executive Offices) (Zip Code)
(415) 612-8582
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.00001 per share | UBER | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 3.02 | Unregistered Sales of Equity Securities. |
On February 2, 2021 (the “Agreement Date”), Uber Technologies, Inc., a Delaware corporation (“Uber”) entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) with Umbrella Merger Sub I Corp., a Delaware corporation and a direct, wholly owned subsidiary of Uber (“Merger Sub I”), Umbrella Merger Sub II LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Uber (“Merger Sub II”), The Drizly Group, Inc., a Delaware corporation (“Drizly”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of certain Drizly securityholders.
Upon consummation of the transactions contemplated by the Merger Agreement (the “Closing”), all outstanding shares of Drizly capital stock, options to purchase shares of Drizly capital stock, restricted stock units representing the right to receive shares of Drizly capital stock and warrants to purchase shares of Drizly capital stock will be cancelled in exchange for aggregate consideration of $1,100,000,000, subject to certain adjustments, in the form of shares of Common Stock of Uber, par value $0.00001 per share (“Uber Common Stock”) (the “Stock Consideration”); provided, that (a) shares of Drizly capital stock held by unaccredited stockholders and vested options to purchase shares of Drizly capital stock held by anyone other than employees of Drizly who remain employees of Drizly or its subsidiaries as of the Closing or become employees of Uber or any of its other subsidiaries following the Closing will receive cash in lieu of the Stock Consideration, (b) vested options to purchase shares of Drizly capital stock, unvested options to purchase shares of Drizly capital stock and unvested restricted stock units representing the right to receive shares of Drizly capital stock, in each case, held by employees of Drizly who remain employees of Drizly or its subsidiaries as of the Closing or become employees of Uber or any of its other subsidiaries following the Closing, will be assumed by Uber or substituted with a corresponding vested stock option or unvested stock option of Uber to purchase shares of Uber Common Stock or a corresponding unvested restricted stock unit representing the right to receive shares of Uber Common Stock, as the case may be, and (c) all unvested options to purchase shares of Drizly capital stock held by anyone other than employees of Drizly who remain employees of Drizly or its subsidiaries as of the Closing or become employees of Uber or any of its other subsidiaries following the Closing will be cancelled for no consideration. The number of shares to be issued in connection with the Stock Consideration will be calculated based on a fixed value of $53.1570 per share.
Uber intends to issue the shares of Uber Common Stock described herein in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.
| Item 8.01 | Other Events. |
On February 2, 2021, Uber issued a press release announcing that it had entered into the Merger Agreement. The press release is furnished herewith as Exhibit 99.1.
Forward Looking Statements
This Current Report on Form 8-K may be deemed to contain forward-looking statements, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including the expected issuance of the Stock Consideration and the completion of the other transactions contemplated by the Merger Agreement. Statements regarding future events are based on the parties’ current expectations and are necessarily subject to associated risks related to, among other things, regulatory approval of the acquisition of Drizly or that other conditions to the Closing may not be satisfied, the potential impact on the business of Drizly due to the announcement of the acquisition, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, Uber’s ability to successfully integrate Drizly into its business following the closing of the acquisition, and general economic conditions. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. For information regarding other related risks, see the “Risk Factors” section of Uber’s most recent annual reports on Form 10-K and quarterly reports on Form 10-Q. The forward-looking statements included herein are made only as of the date hereof, and Uber undertakes no obligation to revise or update any forward-looking statements for any reason.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Exhibit Description | |
| 99.1 | Press Release, dated February 2, 2021 | |
| 104 | Cover Page Interactive Data File-the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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UBER TECHNOLOGIES, INC. |
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| Dated: February 2, 2021 | By: | /s/ Dara Khosrowshahi |
| Dara Khosrowshahi | ||
| Chief Executive Officer | ||
Exhibit 99.1
Uber to Acquire Drizly
SAN FRANCISCO and BOSTON — February 2, 2021 — Uber Technologies, Inc. (NYSE: UBER) and Drizly today announced that they have reached an agreement for Uber to acquire Drizly for approximately $1.1 billion in stock and cash.
Drizly is the leading on-demand alcohol marketplace in the United States, available and designed to be fully compliant with local regulations in more than 1,400 cities across a majority of US states. Drizly works with thousands of local merchants to provide consumers with an incredible selection of beer, wine, and spirits with competitive, transparent pricing.
After the completion of the transaction, Drizly will become a wholly owned subsidiary of Uber. Drizly’s marketplace will eventually be integrated with the Uber Eats app, while also maintaining a separate Drizly app.
Drizly plans to innovate and expand independently in its fast-growing and competitive sector, while also gaining access to the advanced mobile marketplace technologies of the world’s largest food delivery and ridesharing platform. Merchants on Drizly will be able to benefit from Uber’s best-in-class routing technology and significant consumer base. Delivery drivers will have even more ways to earn. And Uber’s rewards and subscription programs will be able to deliver even greater value to consumers with new benefits and perks on Drizly.
“Wherever you want to go and whatever you need to get, our goal at Uber is to make people’s lives a little bit easier. That’s why we’ve been branching into new categories like groceries, prescriptions and, now, alcohol. Cory and his amazing team have built Drizly into an incredible success story, profitably growing gross bookings more than 300 percent year-over-year. By bringing Drizly into the Uber family, we can accelerate that trajectory by exposing Drizly to the Uber audience and expanding its geographic presence into our global footprint in the years ahead,” said Uber CEO Dara Khosrowshahi.
“Drizly has spent the last 8 years building the infrastructure, technology, and partnerships to bring the consumer a shopping experience they deserve. It’s a proud day for the Drizly team as we recognize what we’ve accomplished to date but also with the humility that much remains to be done to fulfill our vision. With this in mind, we are thrilled to join a world-class Uber team whose platform will accelerate Drizly on its mission to be there when it matters—committed to life’s moments and the people who create them,” said Drizly co-founder and CEO Cory Rellas.
Uber currently anticipates that more than 90 percent of the consideration to be paid to the Drizly stockholders in the transaction will consist of shares of Uber common stock, with the balance to be paid in cash. The acquisition is subject to regulatory approval and other customary closing conditions and is expected to close within the first half of 2021.
Forward-Looking Statements
This communication contains forward-looking statements regarding Uber Technologies, Inc.’s (“Uber,” “we” or “our”) future business expectations which involve risks and uncertainties. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “hope,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors relate to, among others: risks and uncertainties related to our pending acquisition of Drizly Inc. (“Drizly”), including the failure to obtain, or delays in obtaining, required regulatory approvals, any reverse termination fee that may be payable by us in connection with any failure to obtain regulatory approvals, the risk that such approvals may result in the imposition of conditions that could adversely affect us or the expected benefits of the proposed transaction, or the failure to satisfy any of the closing conditions to the proposed transaction on a timely basis or at all; costs, expenses or difficulties related to the acquisition of Drizly, including the integration of the Drizly’ business; failure to realize the expected benefits and synergies of the proposed transaction in the expected timeframes or at all; failure to grow Drizly’s business at historical rates or at all, or to expand its business geographically; the potential impact of the announcement, pendency or consummation of the proposed transaction on relationships with our and/or Drizly’s employees, customers, suppliers and other business partners; the risk of litigation or regulatory actions to us and/or Drizly; inability to retain key personnel; changes in legislation or government regulations affecting us or Drizly; developments in the COVID-19 pandemic and resulting business and operational impacts on us and/or Drizly; and economic, financial, social or political conditions that could adversely affect us, Drizly or the proposed transaction. For additional information on other potential risks and uncertainties that could cause actual results to differ from the results predicted, please see our Annual Report on Form 10-K for the year ended December 31, 2019 and subsequent Form 10-Qs or Form 8-Ks filed with the Securities and Exchange Commission. All information provided in this communication is as of the date of this communication and any forward-looking statements contained herein are based on assumptions that we believe to be reasonable, and information available to us, as of such date. We undertake no duty to update this information unless required by law.
About Uber
Uber’s mission is to create opportunity through movement. We started in 2010 to solve a simple problem: how do you get access to a ride at the touch of a button? More than 15 billion trips later, we're building products to get people closer to where they want to be. By changing how people, food, and things move through cities, Uber is a platform that opens up the world to new possibilities.
About Drizly
Drizly is North America's largest e-commerce alcohol marketplace and the best way to shop beer, wine, and spirits. With the speed and convenience of on-demand or scheduled delivery, Drizly partners with retailers in 1,400+ cities to offer consumers of legal drinking age unrivaled selection and a transparent, personalized shopping experience. As the industry leader, Drizly partners with retailers to bring their shelves online, helping them to reach new customers, tap into key market and customer insights, and diversify their business to grow sales.
Contacts
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Press: For Uber: press@uber.com |
For Drizly: press@drizly.com |
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Investors and Analysts: For Uber: investor@uber.com |
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