UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On March 3, 2023, Uber Technologies, Inc. (the “Company”) borrowed $1.75 billion in aggregate principal amount of loans (the “Refinancing Loans”), pursuant to an amendment (the “Refinancing Amendment”) to the Term Loan Agreement, dated as of July 13, 2016, by and among the Company as borrower, Rasier, LLC (“Rasier”), a subsidiary of the Company as subsidiary guarantor, the lenders party thereto from time to time and Morgan Stanley Senior Funding, Inc. as administrative agent for the lenders (as amended by the Amendment No. 1, dated as of June 13, 2018 and Amendment No. 2, dated as of February 25, 2021, the “2016 Term Loan Agreement”, and as further amended by the Refinancing Amendment, the “Amended Term Loan Agreement”) to refinance and reprice all of the outstanding 2021 Incremental Term Loans made under the 2016 Term Loan Agreement (the “2021 Incremental Term Loans”) and $317 million in aggregate principal amount of the 2021 Refinancing Term Loans made under the 2016 Term Loan Agreement (the “2021 Refinancing Term Loans”).
The Amended Term Loan Agreement provides for (i) a $1.75 billion tranche of term loans, the proceeds of which were used to repay in full all outstanding 2021 Incremental Term Loans and $317 million in aggregate principal amount of the outstanding 2021 Refinancing Term Loans, after which approximately $761 million in aggregate principal amount of the 2021 Refinancing Term Loans remain outstanding, and (ii) one or more uncommitted additional incremental loan facilities subject to the satisfaction of certain conditions thereof.
The Refinancing Loans bear interest, at the Company’s option, at a rate equal to either (i) the adjusted Term SOFR (“SOFR Rate”), plus 2.75% per annum or (ii) an alternate base rate equal to the greatest of (x) the prime rate, (y) the federal funds rate plus 0.50% and (z) the adjusted SOFR Rate for an interest period of one month plus 1.00%, plus 1.75% per annum. The Company is permitted to make voluntary prepayments of the loans under the Amended Term Loan Agreement at any time without payment of a premium, except that a 1% premium will apply to a repayment of the Refinancing Loans in connection with a repricing of, or any amendment to the Amended Term Loan Agreement in a repricing of, such loans effected on or prior to the date that is six months following March 3, 2023. The principal amount of the Refinancing Loans will amortize in quarterly installments at a rate of 1.00% per annum, with the balance due on the maturity date.
In connection with the Refinancing Amendment, the Company effectively:
| · | Extended the maturity date of all $1.432 billion in aggregate principal amount of the 2021 Incremental Term Loans from April 4, 2025 to March 3, 2030, the maturity date of the Refinancing Loans; |
| · | Extended the maturity date of approximately $317 million in aggregate principal amount of the 2021 Refinancing Term Loans from February 25, 2027 to March 3, 2030, the maturity date of the Refinancing Loans; and |
| · | Reduced the applicable spread from the benchmark rate at which the 2021 Incremental Term Loans and the refinanced portion of the 2021 Refinancing Term Loans bear interest from LIBOR plus 3.50% per annum to the SOFR Rate plus 2.75% per annum, the interest rate applicable to the Refinancing Loans. |
The Amended Term Loan Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness and liens. In addition, the Amended Term Loan Agreement contains certain customary events of default including, but not limited to, failure to pay principal, interest and fees or other amounts when due, material misrepresentations or misstatements in any representation or warranty, covenant defaults, certain cross defaults to other material indebtedness, certain judgment defaults and events of bankruptcy.
The obligations under the Amended Term Loan Agreement (including obligations in respect of the Refinancing Loans) are guaranteed by Raiser and are required to be guaranteed by certain future material domestic subsidiaries of the Company. The obligations under the Amended Term Loan Agreement (including obligations in respect of the Refinancing Loans) are secured by equity interests of certain material subsidiaries and certain intellectual property of the Company.
The foregoing description of the Refinancing Amendment, the Refinancing Loans and the Amended Term Loan Agreement is not intended to be complete and is qualified in its entirety by reference to the Refinancing Amendment, a copy of which is attached hereto as Exhibit 10.1, and the original 2016 Term Loan Agreement and prior amendments, copies of which have been previously filed by the Company with the U.S. Securities and Exchange Commission. Neither the Refinancing Amendment nor the Amended Term Loan Agreement is intended to be a source of factual, business or operational information about the Company or its subsidiaries. The representations and warranties contained in the Refinancing Amendment and the Amended Term Loan Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit Description | |
| 10.1 | Amendment No. 3 to Term Loan Agreement, dated March 3, 2023, by and among Uber Technologies, Inc. as borrower, Rasier, LLC as subsidiary guarantor, the lenders party thereto and Morgan Stanley Senior Funding Inc., as administrative agent for the lenders. | |
| 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.
UBER TECHNOLOGIES, INC. | ||
| Date: March 3, 2023 | By: | /s/ Dara Khosrowshahi |
| Dara Khosrowshahi | ||
| Chief Executive Officer | ||