Item 8.01 Other Events
On July 22, 2021, Uber Freight Holding Corporation ("Uber Freight"), a
subsidiary of Uber Technologies, Inc. ("Uber"), announced that it had entered
into a Stock Purchase Agreement (the "Stock Purchase Agreement"), by and among
Uber Freight, Uber, Tupelo Parent, Inc., a Delaware corporation that operates
Transplace ("Tupelo"), and Tupelo Aggregator LLC, a Delaware limited liability
company ("Seller"). The Stock Purchase Agreement provides that, among other
things and subject to the terms and conditions set forth therein, Uber Freight
will purchase from Seller all of the outstanding stock of Tupelo for aggregate
consideration of $2.25 billion, subject to certain adjustments, in the form of
cash and up to $750 million in shares of Common Stock of Uber. Uber expects to
finance up to $1.5 billion of the cash consideration through the issuance of
bonds by Uber prior to closing of the transaction.
A copy of the press release is furnished herewith as Exhibit 99.1.
Forward Looking Statements
This Current Report on Form 8-K may be deemed to contain forward-looking
statements, which are subject to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, including the completion of the
transactions contemplated by the Stock Purchase Agreement. 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 Uber's actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by the forward-looking statements. Statements regarding future events
are based on the parties' current expectations and are necessarily subject to
associated risks related to, among other things, regulatory approval of the
acquisition of Tupelo or that other conditions to the closing of the
transactions contemplated by the Stock Purchase Agreement may not be satisfied,
the potential impact on the business of Tupelo due to the announcement of the
acquisition, the occurrence of any event, change or other circumstances that
could give rise to the termination of the Stock Purchase Agreement, Uber
Freight's ability to successfully integrate Tupelo into its business following
the closing of the acquisition, Uber's ability to finance up to $1.5 billion of
the cash consideration through the issuance of bonds, or to obtain favorable
terms and condition in connection with such issuances, and general economic
conditions. Therefore, actual results may differ materially and adversely from
those expressed in any forward-looking statements. For additional information on
other potential risks and uncertainties that could cause actual results to
differ from the results predicted, please see Uber's Annual Report on Form 10-K
for the year ended December 31, 2020 and subsequent Form 10-Qs or Form 8-Ks
filed with the Securities and Exchange Commission (the "SEC"). All information
provided in this Current Report on Form 8-K is as of the date of this Current
Report on Form 8-K and any forward-looking statements contained herein are based
on assumptions that Uber believes to be reasonable, and information available to
Uber, as of such date. Uber undertakes no duty to update this information unless
required by law.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Exhibit Description
99.1 Press Release, dated July 22, 2021
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