Item 1.01 Entry into a Material Definitive Agreement.
On March 14, 2023, Uber Technologies, Inc. (the "Company") borrowed $761 million
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, Amendment No. 2, dated as of February 25, 2021, and Amendment No. 3, dated
as of March 3, 2023, 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 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 in aggregate
principal amount tranche of term loans, (ii) the Refinancing Loans, and (iii)
one or more uncommitted additional incremental loan facilities subject to the
satisfaction of certain conditions thereof.
The Refinancing Loans constitute additional term loans in the same tranche as
the Company's previously incurred $1.75 billion in aggregate principal amount of
term loans (such loans, together with the Refinancing Loans, collectively, the
"2023 Refinancing Term Loans"). The 2023 Refinancing Term 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
2023 Refinancing Term 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 2023 Refinancing Term 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 2023 Refinancing Term 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 approximately $761 million in aggregate principal
amount of the 2021 Refinancing Term Loans from February 25, 2027 to March 3,
2030, the maturity date of the 2023 Refinancing Term Loans; and
· Reduced the applicable spread from the benchmark rate at which 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 2023
Refinancing Term 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 2023 Refinancing Term 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 2023 Refinancing Term 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,
the 2023 Refinancing Term 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. 4 to Term Loan Agreement, dated March 14, 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.
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