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Item 1.01.
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Entry into a Material Definitive Agreement.
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On February 25, 2021,
Uber Technologies, Inc. (the “Company”) borrowed $2.56 billion 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, the “2016
Term Loan Agreement”, and as further amended by the Refinancing Amendment, the “Amended Term Loan Agreement”)
to refinance and reprice all outstanding loans under the 2016 Term Loan Agreement and under that certain Term Loan Agreement, dated
as of April 4, 2018 (the “2018 Term Loan Agreement”), by and among the Company as borrower, Rasier as
subsidiary guarantor, the lenders party thereto from time to time and Cortland Capital Market Services LLC as administrative agent
for the lenders.
The Amended Term
Loan Agreement provides for (i) $1.1 billion tranche of term loans, the proceeds of which were used to repay in full all outstanding
loans under the 2016 Term Loan Agreement (the “2016 Term Loans”), (ii) $1.46 billion tranche of incremental
term loans, the proceeds of which were used to repay in full all outstanding loans under the 2018 Term Loan Agreement (the “2018
Term Loans”, and together with the 2016 Term Loans, the “Refinanced Loans”), and (iii)
one or more uncommitted additional incremental loan facilities subject to the satisfaction of certain conditions thereof.
In connection with
the Refinancing Amendment, the Company effectively extended the maturity date of the 2016 Term Loans from July 13, 2023 to February
25, 2027, the maturity date for the tranche of Refinancing Loans used to refinance the 2016 Term Loans. The tranche of Refinancing
Loans used to refinance the 2018 Term Loans will mature on the existing maturity date for the 2018 Term Loans of April 4, 2025.
Upon the repayment of the 2018 Term Loans, the Company terminated the 2018 Term Loan Agreement.
The Refinancing
Loans bear interest, at the Company’s option, at a rate equal to either (i) the adjusted London Inter-bank Offered Rate (“LIBOR
Rate”), plus 3.50% 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 LIBO Rate for an interest period of one month plus 1.00%, plus 2.50% 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 with respect to the Refinancing Loans, 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 February 25, 2021. The principal amount of each tranche of the Refinancing Loans
will amortize in quarterly installments at the same rates as the corresponding Refinanced Loans with the balance due on the applicable
maturity date.
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.