Current Report Filing (8-k)
July 06 2020 - 5:25PM
Edgar (US Regulatory)
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2020-07-06
2020-07-06
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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________________________
FORM
8-K
____________________________________________
CURRENT REPORT
Pursuant to
Section 13 or 15(d)
of the Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 6, 2020
____________________________________________
Uber
Technologies, Inc.
(Exact
name of registrant as specified in its charter)
____________________________________________
Delaware
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001-38902
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45-2647441
|
(State
or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1455 Market
Street, 4th Floor
San Francisco,
California 94103
(Address of
principal executive offices, including zip code)
(415) 612-8582
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common
Stock, par value $0.00001 per share
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UBER
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New
York Stock Exchange
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Item 2.02
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Results of Operations and Financial Condition.
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On July 6, 2020,
Uber Technologies, Inc. (the “Company”) and Postmates Inc. announced that they reached a definitive agreement
under which the Company will acquire Postmates Inc. for approximately $2.65 billion in an all-stock transaction (the
“Transaction”). The Company held an investor call on July 6, 2020 to discuss the Transaction and announced
certain preliminary financial results for the second quarter of 2020. A copy of the call transcript is furnished herewith as
Exhibit 99.1 and is incorporated herein by reference.
The
information set forth under Item 2.02, including the accompanying Exhibit 99.1 is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as otherwise expressly
stated in such filing.
On July 6, 2020,
the Company and Postmates Inc. announced that they reached a definitive agreement under which the Company will acquire Postmates
Inc. for approximately $2.65 billion in an all-stock transaction. A copy of the Press Release is
attached herewith as Exhibit 99.2 and is incorporated herein by reference.
Forward-Looking
Statements
This
communication contains forward-looking statements regarding Uber Technologies, Inc.’s (“Uber,” “we”
or “our”) future business expectations that 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 Postmates Inc.
(“Postmates”), 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 Postmates, including the integration of the
Postmates’s business; failure to realize the expected benefits and synergies of the proposed transaction in the expected
timeframes or at all; the potential impact of the announcement, pendency or consummation of the proposed transaction on relationships
with our and/or Postmates’s employees, customers, suppliers and other business partners; the risk of litigation or regulatory
actions to us and/or Postmates; inability to retain key personnel; changes in legislation or government regulations affecting us
or Postmates; developments in the COVID-19 pandemic and resulting business and operational impacts on us and/or Postmates; and
economic, financial, social or political conditions that could adversely affect us, Postmates 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 (the “SEC”). 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.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Important
Additional Information Will be Filed with the SEC
Uber
will file with the SEC a registration statement on Form S-4, which will include a prospectus of Uber. INVESTORS ARE URGED TO CAREFULLY
READ THE REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UBER, POSTMATES, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors
will be able to obtain free copies of the registration statement and other documents filed with the SEC through the website maintained
by the SEC at www.sec.gov and on Uber’s website at https://investor.uber.com.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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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Date:
July 6, 2020
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By: /s/ Dara Khosrowshahi
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Dara Khosrowshahi
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Chief Executive Officer
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Uber Technologies (NYSE:UBER)
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