Business Context and Reporting Period
Company: Uber Technologies, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 17, 2019
Event: Completion of a private offering of senior notes to fund a pending acquisition.
Key Financial Metrics
- Debt Issuance: $1.2 billion aggregate principal amount of 7.500% Senior Notes due 2027.
- Net Proceeds: Approximately $1,189 million (after discounts, commissions, and estimated expenses).
- Interest Rate: 7.500% per annum, payable semiannually.
- Maturity Date: September 15, 2027.
- Guarantors: Rasier, LLC and all domestic restricted subsidiaries that are borrowers or guarantors under the Term Loan Agreement dated July 13, 2016.
Material Changes and Use of Proceeds
The primary material change is the incurrence of new long-term debt. The net proceeds from this offering are expected to be used primarily to pay a portion of the purchase price for the pending acquisition of Careem Inc. The filing does not provide comparative financial metrics (revenue, profit, cash flow) for the current period versus prior periods as this is a transaction-specific report.
Outlook, Risks, and Covenants
Redemption Terms:
- Notes may be redeemed on or after September 15, 2022, at specified prices.
- Pre-September 15, 2022 redemption is possible at 100% of principal plus a make-whole premium.
- Up to 40% of principal may be redeemed prior to September 15, 2022, using proceeds from public equity offerings at 107.500% of principal.
Change of Control: Upon a "Change of Control Triggering Event," the Company must offer to repurchase the Notes at 101% of principal plus accrued interest.
Covenants: The Indenture limits the Company's ability to incur additional liens, assume certain indebtedness without guaranteeing the Notes, enter into sale and lease-back transactions, or consolidate/merge without restrictions. Covenants may be suspended if the Notes are rated investment grade.
Events of Default: Include failure to pay principal or interest (30-day grace for interest), breach of covenants (90-day cure period), cross-default on indebtedness exceeding $250 million, and bankruptcy events.
Investor Verification Checklist
- Verify the closing status and final purchase price of the Careem Inc. acquisition.
- Confirm the current credit rating of the 7.500% Senior Notes to assess covenant suspension eligibility.
- Review the full Indenture (Exhibit 4.1) for specific definitions of "Change of Control Triggering Event" and "make-whole premium" calculations.
- Monitor the Company's liquidity position to ensure ability to service the new $1.2 billion debt obligation alongside existing Term Loan Agreement obligations.