Uber 8-K

Summary

Uber agreed to acquire Delivery Hero through a €41.50-per-share cash tender offer, valuing all of Delivery Hero at $14.8B, or $13.7B after accounting for Uber’s prior stake purchases. The deal is expected to expand Uber to 99 markets, with combined 2025 Gross Bookings of $236B, and close in H2 2027 subject to regulatory approvals and a minimum tender condition.

Key Figures

• Offer price and value: €41.50 per share; $14.8B equity value for 100% of Delivery Hero, or $13.7B adjusted for Uber’s prior stake purchases. The offer is for shares not already held by Uber.
• Ownership and acceptance: Uber held about 24.77% of voting shares directly and had about 11.74% additional economic exposure through derivatives. Prosus irrevocably agreed to tender its roughly 17% stake, which would bring Uber’s total economic interest to about 53%. Completion requires acceptance representing at least 50% plus one share, including shares held by Uber.
• Scope and carve-out: Uber’s acquisition scope covers businesses in 50 markets with $42B of 2025 Gross Bookings. Delivery Hero separately agreed to sell businesses in 14 markets, with $11B of 2025 Gross Bookings, to SSW Partners for about $1.6B; that sale is conditional on completion of Uber’s offer. Uber will lend SSW the majority of the purchase funding, to be repaid over time.
• Bridge financing: €14.2B of senior unsecured commitments, undrawn as of 7/16/2026, at EURIBOR plus a rating-based margin, with step-ups on days 90, 180 and 270 after closing. Maturity is 364 days after the Closing Date. Proceeds may fund the offer and related transactions, refinance certain Delivery Hero debt and cover transaction costs.
• Capital and commitments: Uber expects gross leverage below 2x and says the transaction is structured to maintain its investment-grade rating. Uber pledged to retain Delivery Hero’s Berlin headquarters and make no Berlin workforce changes until at least 2029, and to invest €2B in Germany over five years.
• Termination fees: Delivery Hero would pay Uber €200M in specified cases involving a competing offer and withdrawal of board support. Uber’s bidder would pay Delivery Hero €700M in specified cases where regulatory approvals prevent completion after other conditions are met.

Guidance

Investor Takeaways

• Watch for BaFin approval and publication of the offer document, which starts the acceptance period, and whether the tender and regulatory conditions are met for the expected H2 2027 closing.
• Delivery Hero’s separate sale to SSW is conditional on Uber’s offer closing; completion of both transactions will determine the final operating scope and whether Uber can pursue the stated synergy and EPS-accretion outlook.