Uber Technologies, Inc 8-K

What Happened

• On July 16, 2026, Uber Technologies, Inc. entered into a Business Combination Agreement (BCA) with Delivery Hero SE and its wholly owned bidder subsidiary, Uber International Technologies II Corporation, to launch a voluntary public tender offer for all Delivery Hero shares at €41.50 per share. The Delivery Hero management and supervisory boards have unanimously approved entering the BCA and have agreed to recommend the Offer to shareholders, subject to fiduciary duties and a fairness opinion.
• Uber also entered a Bridge Credit Agreement on July 16, 2026 providing senior unsecured bridge loan commitments of €14.2 billion to fund the Offer, related transactions, potential refinancing of Delivery Hero debt and transaction costs. No borrowings were drawn on the effective date. Completion of the Offer is expected in the second half of 2027 and is subject to regulatory approvals and minimum acceptance (at least 50% of Delivery Hero shares outstanding plus one share, excluding treasury shares).

Key Details

• Offer price: €41.50 per Delivery Hero share.
• Bridge financing: €14.2 billion senior unsecured commitments; maturity 364 days after Closing Date; interest = EURIBOR + margin (margin varies with Uber’s debt ratings) with step-ups at days 90/180/270.
• Acceptance and timing: Offer expected to complete in H2 2027, subject to regulatory approvals and minimum tender condition of ≥50% + 1 share.
• Termination fees: Delivery Hero pays Uber €200 million if Delivery Hero withdraws board support after a competing offer or otherwise specified breaches; Uber/Bidder pays Delivery Hero €700 million in certain regulatory-related termination scenarios (as described in the BCA).
• Bridge covenants/events: unsecured, not guaranteed by subsidiaries; includes mandatory prepayment with 100% of specified net cash proceeds and a required consolidated adjusted EBITDA-to-interest ratio of at least 3.00:1.00; customary events of default apply.

Why It Matters

• If completed, Delivery Hero would become a majority-owned indirect subsidiary of Uber, representing a significant expansion of Uber’s international delivery footprint. The transaction price and bridge facility are material in size and could affect Uber’s near-term leverage and liquidity profile.
• The deal is conditional on regulatory approvals and sufficient shareholder acceptance; the bridge facility and covenants (including the 3.0x EBITDA/interest requirement and step-up fees) create near-term financing commitments and potential costs if the transaction is delayed or terminated. Investors should monitor regulatory developments, acceptance levels, any draws under the bridge facility, and related disclosure for impacts on Uber’s balance sheet and credit metrics.