424B3 1 e20576_uber-424b3.htm

Filed Pursuant to Rule 424(b)(3)

Registration File No.: 333-242307

 

CONSENT SOLICITATION STATEMENT OF POSTMATES INC. AND PROSPECTUS OF UBER TECHNOLOGIES, INC.

   

To Stockholders of Postmates Inc.:

As you may be aware, Postmates Inc. (“Postmates”) entered into an Agreement and Plan of Merger, dated as of July 5, 2020 (the “merger agreement”), with Uber Technologies, Inc. (“Uber”) and two of Uber’s wholly owned subsidiaries, pursuant to which, through two successive mergers, Postmates will become a wholly owned subsidiary of Uber (collectively, the “mergers”). Pursuant to the merger agreement, Postmates will amend its eighth amended and restated certificate of incorporation (the “Postmates certificate”) to make certain changes to the liquidation preference for the shares of its Series G preferred stock in connection with the mergers, as set forth in the certificate of amendment to the Postmates certificate (the “Postmates certificate amendment”). The transactions contemplated by the merger agreement, including the mergers and the Postmates certificate amendment, are collectively referred to as the “transaction.”

The aggregate consideration to be paid by Uber will be approximately $2.65 billion, subject to certain adjustments set forth in the merger agreement, consisting of shares of Uber common stock, based on a fixed price of $31.45 per share, which represents the volume weighted average closing sale price per share of Uber common stock on the New York Stock Exchange (the “NYSE”) for the 10 consecutive trading days ending on and including June 29, 2020. Subject to the applicable provisions of the merger agreement, each share of Postmates common stock, Postmates Series E preferred stock, Postmates Series F preferred stock and Postmates Series G preferred stock, in each case issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares as described in the accompanying consent solicitation statement/prospectus), will automatically be cancelled and converted into the right to receive a number of shares of Uber common stock equal to (i) in the case of Postmates preferred stock, the number of shares of Uber common stock allocable from the aggregate merger consideration to each share of Postmates preferred stock in accordance with the Postmates certificate, as amended by the Postmates certificate amendment, and (ii) in the case of the Postmates common stock, the quotient of (a) the sum of (i) the aggregate merger consideration of approximately $2.65 billion (subject to certain adjustments set forth in the merger agreement) minus (ii) the aggregate preferred stock merger consideration, divided by (b) the number of shares of Postmates common stock outstanding on a fully diluted basis as calculated in accordance with the merger agreement. As of November 11, 2020, the most recent practicable date prior to the printing of the accompanying consent solicitation statement/prospectus, based upon the number of shares of Postmates capital stock outstanding, the aggregate exercise price of Postmates options, stock appreciation rights and warrants, the aggregate cash, indebtedness and estimated transaction expenses of Postmates, in each case determined in accordance with the merger agreement, and the average closing price of Uber common stock over the 10 trading day period ending five trading days prior to such date, in each case as of such date, each share of Postmates common stock, Postmates Series E preferred stock, Postmates Series F preferred stock and Postmates Series G preferred stock would have been converted into into 0.3473, 0.3473, 0.3473 and 0.4023 shares of Uber common stock, respectively. Because Uber’s share price will fluctuate between now and the completion of the transaction, and because the consideration will not be adjusted to reflect changes in Uber’s share price, Postmates stockholders cannot be sure of the value of the shares of Uber common stock they will receive in the transaction, and the value of the Uber common stock received by Postmates stockholders in the transaction may differ from the implied value based on the share price on the date of the merger agreement or on November 11, 2020. See the section entitled “The Transaction—Consideration to Postmates Stockholders” beginning on page 61 of the accompanying consent solicitation statement/prospectus, including the hypothetical example set forth therein.

 
 

Uber common stock is traded on the NYSE under the symbol “UBER.” On November 11, 2020, the most recent practicable date prior to the printing of the accompanying consent solicitation statement/prospectus, the last reported sale price of Uber common stock on the NYSE was $46.23.

The board of directors of Postmates (the “Postmates board”) has considered the transaction and the terms of the merger agreement and has unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction are fair to and in the best interests of Postmates and its stockholders. However, (a) the adoption of the merger agreement requires the affirmative vote or consent of (i) the holders of at least a majority of the outstanding shares of Postmates common stock and Postmates preferred stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (ii) the holders of at least a majority of the outstanding shares of Postmates preferred stock (voting as a single class and on an as-converted basis) entitled to vote thereon, and (iii) the holders of at least a majority of the outstanding shares of Postmates common stock (voting as a single class) entitled to vote thereon (the foregoing clauses (i), (ii) and (iii), collectively, the “Postmates stockholder approval”), and (b) the adoption of the Postmates certificate amendment requires the affirmative vote or consent of (i) the holders of at least a majority of the outstanding shares of Postmates capital stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (ii) the holders of at least a majority of the outstanding shares of Postmates preferred stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (iii) the holders of at least a majority of the outstanding shares of Postmates Series G preferred stock (voting as a separate class) entitled to vote thereon and (iv) the holders of at least a majority of the outstanding shares of Postmates common stock (voting as a single class) entitled to vote thereon (the foregoing clauses (i), (ii), (iii) and (iv), collectively, the “Postmates certificate amendment approval”).

 

The Postmates stockholder approval and the Postmates certificate amendment approval are required for the transaction to close, and you are being sent this document to ask you to approve the adoption of the merger agreement and the Postmates certificate amendment by executing and returning the written consent furnished with the accompanying consent solicitation statement/prospectus.

The Postmates board has set October 30, 2020 as the record date (the “record date”) for determining Postmates stockholders entitled to execute and deliver written consents with respect to this solicitation. If you are a holder of Postmates capital stock on the record date, you are urged to complete, date and sign the enclosed written consent and promptly return it to Postmates. See the section entitled “Solicitation of Written Consents” beginning on page 52 of the accompanying consent solicitation statement/prospectus.

Subsequent to the execution of the merger agreement, Uber and certain stockholders of Postmates, representing approximately 65.7% of the outstanding shares of Postmates capital stock, approximately 52.5% of the outstanding shares of Postmates common stock and approximately 75.3% of the outstanding shares of Postmates preferred stock, including 100% of the outstanding shares of Postmates Series G preferred stock, in each case as of the record date, entered into a support agreement (the “support agreement”) under which they have agreed, promptly (and in any event within two business days) after the registration statement of which the accompanying consent solicitation statement/prospectus forms a part is declared effective by the Securities and Exchange Commission (the “SEC”), to execute and deliver written consents approving the adoption of the merger agreement and the Postmates certificate amendment and related matters with respect to all of their shares of Postmates capital stock entitled to act by written consent with respect thereto. The execution and delivery of written consents by all parties to the support agreement will constitute the Postmates stockholder approval and the Postmates certificate amendment approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval.

No vote of Uber stockholders is required to complete the transaction.

We encourage you to read carefully the accompanying consent solicitation statement/prospectus and the documents incorporated by reference into the accompanying consent solicitation statement/prospectus in their entirety, including the section entitled “Risk Factors” beginning on page 27 of the accompanying consent solicitation statement/prospectus.

 
 

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying consent solicitation statement/prospectus, or determined if the accompanying consent solicitation statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The accompanying consent solicitation statement/prospectus is dated November 18, 2020, and is first being mailed to Postmates stockholders on or about November 18, 2020.

 

   
  Bastian Lehmann
  President and Chief Executive Officer
 
 

Postmates Inc.
201 3rd Street, Suite 200
San Francisco, CA 94103

Notice of Solicitation of Written Consent

To Stockholders of Postmates Inc.:

Pursuant to an Agreement and Plan of Merger, dated as of July 5, 2020 (the “merger agreement”), by and among Uber Technologies, Inc. (“Uber”), News Merger Sub Corp., a wholly owned subsidiary of Uber (“Merger Sub”), News Merger Company LLC, a wholly owned subsidiary of Uber (“Merger Company”), and Postmates Inc. (“Postmates”), Merger Sub will be merged with and into Postmates (the “first merger”), with Postmates continuing as the surviving corporation and a wholly owned subsidiary of Uber, and immediately following the first merger, Postmates, as the surviving corporation in the first merger, will be merged with and into Merger Company (the “second merger” and, together with the first merger, the “mergers”), with Merger Company continuing as the surviving company and a wholly owned subsidiary of Uber. Pursuant to the merger agreement, Postmates will amend its eighth amended and restated certificate of incorporation (the “Postmates certificate”) to make certain changes to the liquidation preference for the shares of its Series G preferred stock in connection with the mergers, as set forth in the certificate of amendment to the Postmates certificate (the “Postmates certificate amendment”). The transactions contemplated by the merger agreement, including the mergers and the Postmates certificate amendment, are collectively referred to as the “transaction.”

The accompanying consent solicitation statement/prospectus is being delivered to you on behalf of the board of directors of Postmates (the “Postmates board”) to request that Postmates stockholders as of the record date of October 30, 2020 approve the adoption of the merger agreement and the Postmates certificate amendment by executing and returning the written consent furnished with the accompanying consent solicitation statement/prospectus.

The accompanying consent solicitation statement/prospectus describes the merger agreement, the transaction and the actions to be taken in connection with the transaction and provides additional information about the parties involved. Please give this information your careful attention. Copies of the merger agreement and the Postmates certificate amendment are attached as Annex A and Annex C, respectively, to the accompanying consent solicitation statement/prospectus.

A summary of the appraisal and dissenters’ rights that may be available to you is described in “Appraisal and Dissenters’ Rights” beginning on page 129 of the accompanying consent solicitation statement/prospectus. Please note that if you wish to exercise appraisal or dissenters’ rights you must not sign and return a written consent approving the adoption of the merger agreement. However, so long as you do not return a written consent at all, it is not necessary to affirmatively vote against or disapprove the adoption of the merger agreement. In addition, you must take all other steps necessary to perfect your appraisal or dissenters’ rights.

The Postmates board has considered the transaction and the terms of the merger agreement and unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction are fair to and in the best interests of Postmates and its stockholders.

Please complete, date and sign the written consent furnished with the accompanying consent solicitation statement/prospectus and return it promptly to Postmates by one of the means described in “Solicitation of Written Consents” beginning on page 52 of the accompanying consent solicitation statement/prospectus.

 

By Order of the Board of Directors:

 

 

Rob Rieders
General Counsel

 
 

TABLE OF CONTENTS

IMPORTANT NOTE ABOUT THIS CONSENT SOLICITATION STATEMENT/PROSPECTUS 1
QUESTIONS AND ANSWERS 3
Questions and Answers about the Transaction 3
Questions and Answers for Uber Stockholders 8
Questions and Answers for Postmates Stockholders 8
SUMMARY 13
Information about the Companies 13
The Transaction 14
Postmates’ Reasons for the Transaction; Recommendation of the Postmates Board 15
Regulatory Approvals 15
Conditions to Completion of the Transaction 16
Solicitation of Written Consents; Expenses 17
Termination of the Merger Agreement 19
Expenses and Termination Fee 20
Interests of Postmates’ Directors and Executive Officers in the Transaction 21
Comparison of Stockholders’ Rights 21
Accounting Treatment 21
U.S. Federal Income Tax Consequences 21
Appraisal and Dissenters’ Rights 22
Risk Factors 22
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA 23
MARKET PRICE AND DIVIDEND INFORMATION 26
RISK FACTORS 27
Risks Related to the Transaction 27
Risks Related to Uber and the Surviving Company after Completion of the Transaction 33
Risks Related to Uber’s Business 36
Risks Related to Postmates’ Business 36
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 50
SOLICITATION OF WRITTEN CONSENTS 52
Purpose of the Consent Solicitation; Recommendation of the Postmates Board 52
Postmates Stockholders Entitled to Consent 52
Written Consents; Required Written Consents 52
Submission of Written Consents 53
Executing Written Consents; Revocation of Written Consents 53
Solicitation of Written Consents; Expenses 54
INFORMATION ABOUT THE COMPANIES 55
Uber 55
Merger Sub 55
Merger Company 55
Postmates 56
PRINCIPAL STOCKHOLDERS OF POSTMATES 57
THE TRANSACTION 61
Structure of the Transaction 61
Consideration to Postmates Stockholders 61
Background of the Transaction 63
Postmates’ Reasons for the Transaction; Recommendation of the Postmates Board 74
Postmates Unaudited Forecasted Financial Information 77
Regulatory Approvals 81
Listing of Uber Common Stock 82
Support Agreement 82

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Restrictive Covenant Agreements 82
Management Following the Transaction 82
Accounting Treatment 83
Tax Treatment of the Mergers 83
THE MERGER AGREEMENT 84
Explanatory Note Regarding the Merger Agreement 84
The Transaction 84
Closing; Effective Time 85
Consideration; Effect of the Transaction on Capital Stock 86
Treatment of Postmates Warrants 86
Treatment of Postmates Equity Awards 87
Exchange Procedures 89
No Fractional Shares 91
Withholding Rights 91
Dissenting Shares 91
Representations and Warranties 91
Covenants and Agreements 94
Conditions to Completion of the Transaction 103
Termination of the Merger Agreement 104
Expenses and Termination Fee 105
Amendments and Waivers 106
No Third-Party Beneficiaries 106
Enforcement; Remedies 106
Governing Law 106
SUPPORT AGREEMENT 107
U.S. FEDERAL INCOME TAX CONSEQUENCES 108
INTERESTS OF POSTMATES’ DIRECTORS AND EXECUTIVE OFFICERS IN THE TRANSACTION 112
COMPARISON OF STOCKHOLDERS’ RIGHTS 115
APPRAISAL AND DISSENTERS’ RIGHTS 129
EXPERTS 136
LEGAL MATTERS 137
WHERE YOU CAN FIND MORE INFORMATION 138

     
ANNEX A Merger Agreement A-1
ANNEX B Postmates Certificate B-1
ANNEX C Form of Postmates Certificate Amendment C-1
ANNEX D Form of Letter of Transmittal D-1
ANNEX E Support Agreement E-1
ANNEX F Section 262 of the General Corporation Law of the State of Delaware F-1
ANNEX G Chapter 13 of the California Corporations Code G-1
ANNEX H   Postmates Audited Consolidated Financial Statements for the Years Ended December 31, 2019 and 2018 H-1
ANNEX I Postmates Unaudited Condensed Consolidated Financial Statements for the Three and Nine Months Ended September 30, 2020 and 2019 I-1
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IMPORTANT NOTE ABOUT THIS CONSENT SOLICITATION STATEMENT/PROSPECTUS

This consent solicitation statement/prospectus, which forms part of a registration statement on Form S-4 filed with the Securities and Exchange Commission (the “SEC”) by Uber (File No. 333-242307), constitutes a prospectus of Uber under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Uber common stock to be issued to Postmates stockholders pursuant to the merger agreement. This consent solicitation statement/prospectus also constitutes a consent solicitation statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of Postmates with respect to the proposals to approve the adoption of the merger agreement and the Postmates certificate amendment.

Neither Uber nor Postmates has authorized anyone to give any information or make any representation about the transaction, Uber or Postmates that is different from, or in addition to, that contained in this consent solicitation statement/prospectus or in any of the materials that have been incorporated by reference. Therefore, neither Uber nor Postmates takes any responsibility for, or can provide any assurance as to the reliability of, any information other than the information contained in or incorporated by reference into this consent solicitation statement/prospectus.

This consent solicitation statement/prospectus is dated November 18, 2020. The information contained in this consent solicitation statement/prospectus is accurate only as of that date or, in the case of information in a document incorporated by reference, as of the date of such document, unless the information specifically indicates that another date applies. Neither the mailing of this consent solicitation statement/prospectus to Postmates stockholders nor the issuance by Uber of common stock pursuant to the merger agreement will create any implication to the contrary.

This consent solicitation statement/prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

The information concerning Uber contained in or incorporated by reference into this consent solicitation statement/prospectus has been provided by Uber, and the information concerning Postmates contained in this consent solicitation statement/prospectus has been provided by Postmates.

Unless otherwise indicated or as the context otherwise requires, all references in this consent solicitation statement/prospectus to:

·CCC” refers to the California Corporations Code;
·closing” refers to the closing of the first merger;
·closing date” refers to the date on which the closing actually occurs;
·DGCL” refers to the General Corporation Law of the State of Delaware;
·effective time” refers to the effective time of the first merger;
·first merger” refers to the merger of Merger Sub with and into Postmates, with Postmates continuing as the surviving corporation and as a wholly owned subsidiary of Uber;
·merger agreement” refers to the Agreement and Plan of Merger, dated as of July 5, 2020, by and among Uber, Merger Sub, Merger Company and Postmates;
·Merger Company” refers to News Merger Company LLC, a Delaware limited liability company and a wholly owned subsidiary of Uber;
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·Merger Sub” refers to News Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Uber;
·mergers” refers to, collectively, the first merger and the second merger;
·Postmates” refers to Postmates Inc., a Delaware corporation;
·Postmates amended certificate” refers to the Postmates certificate, as amended by the Postmates certificate amendment;
·Postmates board” refers to the board of directors of Postmates;
·Postmates capital stock” refers to, collectively, the Postmates common stock and the Postmates preferred stock;
·Postmates certificate” refers to the eighth amended and restated certificate of incorporation of Postmates, a copy of which is attached as Annex B to this consent solicitation statement/prospectus;
·Postmates certificate amendment” refers to the amendment of the Postmates certificate, in the form of the certificate of amendment attached as Annex C to this consent solicitation statement/prospectus;
·Postmates common stock” refers to the common stock, par value $0.000001 per share, of Postmates;
·Postmates preferred stock” refers to the preferred stock, par value $0.000001 per share, of Postmates;
·Postmates Series E preferred stock” refers to the Series E preferred stock, par value $0.000001 per share, of Postmates;
·Postmates Series F preferred stock” refers to the Series F preferred stock, par value $0.000001 per share, of Postmates;
·Postmates Series G preferred stock” refers to the Series G preferred stock, par value $0.000001 per share, of Postmates;
·Postmates stockholders” refers to the holders of Postmates capital stock;
·Postmates warrant” refers to a warrant to purchase shares of Postmates capital stock;
·second effective time” refers to the effective time of the second merger;
·second merger” refers to the merger of Postmates with and into Merger Company, with Merger Company continuing as the surviving company and as a wholly owned subsidiary of Uber;
·surviving company” refers to Merger Company as the surviving company in the second merger;
·surviving corporation” refers to Postmates as the surviving corporation in the first merger;
·transaction” refers to the transactions contemplated by the merger agreement, including the mergers and the Postmates certificate amendment;
·Uber” refers to Uber Technologies, Inc., a Delaware corporation;
·Uber board” refers to the board of directors of Uber;
·Uber common stock” refers to the shares of common stock, par value $0.00001 per share, of Uber;
·Uber stockholders” refers to the holders of Uber common stock; and
·we,” “our” and “us” refer to Uber and Postmates, collectively.
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QUESTIONS AND ANSWERS

The following are some of the questions that stockholders of Uber and Postmates may have regarding the transaction and answers to those questions. These questions and answers, as well as the summary section that follows, are not meant to be a substitute for the information contained in the remainder of this consent solicitation statement/prospectus, and this information is qualified in its entirety by the more detailed descriptions and explanations contained elsewhere in this consent solicitation statement/prospectus. You are urged to read this consent solicitation statement/prospectus in its entirety. Additional important information is also contained in the Annexes to this consent solicitation statement/prospectus. You should pay special attention to the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

Questions and Answers about the Transaction

Why am I receiving this consent solicitation statement/prospectus?

The Postmates board is providing this consent solicitation statement/prospectus to Postmates stockholders and is soliciting such stockholders’ written consent in connection with the merger agreement, pursuant to which Uber has agreed to acquire Postmates. In addition, pursuant to the registration statement of which this consent solicitation statement/prospectus forms a part, Uber is registering shares of Uber common stock issuable to Postmates stockholders upon completion of the transaction. This consent solicitation statement/prospectus contains important information about the transaction, the merger agreement and certain related matters, and you should read this consent solicitation statement/prospectus carefully and in its entirety.

What will happen in the transaction?

Pursuant to the merger agreement, at the effective time, Merger Sub will be merged with and into Postmates, with Postmates continuing as the surviving corporation in the first merger and as a wholly owned subsidiary of Uber. Immediately following the first merger, Postmates, as the surviving corporation in the first merger, will be merged with and into Merger Company, with Merger Company continuing as the surviving company in the second merger and as a wholly owned subsidiary of Uber. Pursuant to the merger agreement, Postmates will amend the Postmates certificate to make certain changes to the liquidation preference for the Postmates Series G preferred stock in connection with the mergers, as set forth in the Postmates certificate amendment.

See the sections entitled “The Transaction—Structure of the Transaction” and “The Merger Agreement—The Transaction,” the merger agreement attached as Annex A to this consent solicitation statement/prospectus, the Postmates certificate attached as Annex B to this consent solicitation statement/prospectus and the Postmates certificate amendment attached as Annex C to this consent solicitation statement/prospectus for more information about the transaction and the merger agreement.

What will holders of Postmates capital stock receive in the first merger?

Subject to the applicable provisions of the merger agreement, at the effective time, by virtue of the first merger and without any action on the part of the parties or holders of any securities of Postmates or any other person:

·each share of Postmates common stock issued and outstanding immediately prior to the effective time (other than any cancelled shares (as defined under “The Merger Agreement—Consideration; Effect of the Transaction on Capital Stock”) or dissenting shares (as defined under “The Merger Agreement—Dissenting Shares”)) will automatically be cancelled and converted into the right to receive a number of shares of Uber common stock equal to the per share common merger consideration (as defined under “The Transaction—Consideration to Postmates Stockholders”)
·each share of Postmates Series G preferred stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares) will automatically be cancelled and converted
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 into the right to receive a number of shares of Uber common stock equal to the per share Series G merger consideration (as defined under “The Transaction—Consideration to Postmates Stockholders”);
·each share of Postmates Series F preferred stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares) will automatically be cancelled and converted into the right to receive a number of shares of Uber common stock equal to the per share Series F merger consideration (as defined under “The Transaction—Consideration to Postmates Stockholders”); and
·each share of Postmates Series E preferred stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares) will automatically be cancelled and converted into the right to receive a number of shares of Uber common stock equal to the per share Series E merger consideration (as defined under “The Transaction—Consideration to Postmates Stockholders”).

See the sections entitled “The Transaction—Consideration to Postmates Stockholders” and “The Merger Agreement—Consideration; Effect of the Transaction on Capital Stock.”

What will holders of Postmates warrants receive in the first merger?

Subject to the applicable provisions of the merger agreement, at the effective time, by virtue of the first merger and without any action on the part of the parties or holders of any securities of Postmates or any other person, each Postmates warrant that is outstanding and unexercised immediately prior to the effective time will be automatically converted into the right to receive a number of shares of Uber common stock equal to the quotient of (a) the product of (i) the number of shares of Postmates common stock in respect of which such Postmates warrant was exercisable immediately prior to the effective time in accordance with the terms of the applicable Postmates warrant multiplied by (ii) the excess (if any) of (x) the cash equivalent per share common merger consideration (as defined under “The Transaction—Consideration to Postmates Stockholders”) minus (y) the per share exercise price of such Postmates warrant, divided by (b) the Uber trading price (as defined under “The Transaction—Consideration to Postmates Stockholders”).

See the section entitled “The Merger Agreement—Treatment of Postmates Warrants.”

What will holders of Postmates equity awards receive in the first merger?

At the effective time, options to purchase shares of Postmates common stock granted under the Postmates equity plan (each, a “Postmates option”) will be treated as follows:

·each Postmates option that is outstanding and unexercised immediately prior to the effective time and that is held by an individual who is actively providing services to Postmates or its subsidiaries as an employee, director or independent contractor at the effective time (as opposed to an individual who is a former employee, director or independent contractor of Postmates or its subsidiaries at the effective time) will be assumed and converted automatically into an option to purchase the number of shares of Uber common stock (an “Uber option”) equal to the product of (a) the total number of shares of Postmates common stock subject to the Postmates option immediately prior to the effective time multiplied by (b) the equity award exchange ratio (as defined under “The Merger Agreement—Treatment of Postmates Equity Awards”) (rounded down to the nearest whole share), with an exercise price per share of Uber common stock equal to the quotient of (i) the per share exercise price for shares of Postmates common stock subject to the corresponding Postmates option immediately prior to the effective time divided by (ii) the equity award exchange ratio (rounded up to the nearest whole cent). Each Uber option will otherwise be subject to substantially the same terms and conditions applicable to the corresponding Postmates option under the Postmates equity plan and the applicable award agreement, including vesting terms;
·each Postmates option that is not converted into an Uber option as set forth above (including each Postmates option that is held by an individual who is a former employee, director or independent contractor of Postmates or its subsidiaries at the effective time) will be deemed exercised for net shares (each as
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 defined under “The Merger Agreement—Treatment of Postmates Equity Awards”), each of which net share will be treated as Postmates common stock and receive the per share common merger consideration, less applicable tax withholding; and
·each Postmates option that is an underwater option (as defined under “The Merger Agreement—Treatment of Postmates Equity Awards”) will be cancelled and terminated, without payment in respect thereof.

At the effective time, stock appreciation rights in respect of Postmates common stock granted under the Postmates equity plan (each, a “Postmates stock appreciation right”) will be treated as follows:

·each Postmates stock appreciation right that is outstanding and unexercised immediately prior to the effective time and that is held by an individual who is actively providing services to Postmates or its subsidiaries as an employee, director or independent contractor at the effective time (as opposed to an individual who is a former employee, director or independent contractor of Postmates or its subsidiaries at the effective time) will be assumed and converted automatically into a stock appreciation right with respect to Uber common stock (an “Uber stock appreciation right”) equal to the product of (a) the number of shares of Postmates common stock subject to the Postmates stock appreciation right immediately prior to the effective time multiplied by (b) the equity award exchange ratio (rounded down to the nearest whole share), with an exercise price per share of Uber common stock equal to the quotient of (i) the exercise price per share of Postmates common stock subject to the corresponding Postmates stock appreciation right immediately prior to the effective time divided by (ii) the equity award exchange ratio (rounded up to the nearest whole cent). Each Uber stock appreciation right will otherwise be subject to substantially the same terms and conditions applicable to the corresponding Postmates stock appreciation right under the Postmates equity plan and the applicable award agreement, including vesting terms;
·each Postmates stock appreciation right that is not converted into an Uber stock appreciation right as set forth above (including each Postmates stock appreciation right that is held by an individual who is a former employee, director or independent contractor of Postmates or its subsidiaries at the effective time) will be deemed exercised for net shares, each of which net share will be entitled to receive an amount in cash equal to the cash equivalent per share common merger consideration, less applicable tax withholding; and
·each Postmates stock appreciation right that is an underwater stock appreciation right (as defined under “The Merger Agreement—Treatment of Postmates Equity Awards”) will be cancelled and terminated, without payment in respect thereof.

At the effective time, restricted stock units in respect of Postmates common stock granted under the Postmates equity plan (each, a “Postmates restricted stock unit”) will be treated as follows:

·each Postmates restricted stock unit that is outstanding immediately prior to the effective time and that is held by an individual who is actively providing services to Postmates or its subsidiaries as an employee, director or independent contractor at the effective time (as opposed to an individual who is a former employee, director or independent contractor of Postmates or its subsidiaries at the effective time) will be converted automatically into a restricted stock unit with respect to a number of shares of Uber common stock (an “Uber restricted stock unit”) equal to the product of (a) the number of shares of Postmates common stock subject to the Postmates restricted stock unit immediately prior to the effective time multiplied by (B) the equity award exchange ratio (rounded down to the nearest whole share). Each Uber restricted stock unit will otherwise be subject to substantially the same terms and conditions applicable to the corresponding Postmates restricted stock unit under the Postmates equity plan and the applicable award agreement, including vesting terms; and
·each Postmates restricted stock unit that is outstanding immediately prior to the effective time and that is not converted into an Uber restricted stock unit as set forth above (including each Postmates restricted stock unit that is held by an individual who is a former employee, director or independent contractor of Postmates or its subsidiaries at the effective time) will be cancelled and converted into the right to receive the per share common merger consideration, less applicable tax withholding.
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See the section titled “The Merger Agreement—Treatment of Postmates Equity Awards.”

What happens if the transaction is not completed?

If the transaction is not completed for any reason, Postmates stockholders will not receive any merger consideration for their shares of Postmates capital stock, and Postmates will remain an independent company. If the merger agreement is terminated, in certain circumstances, Uber may be required to pay Postmates a termination fee of up to $145,750,000, as described under the section entitled “The Merger Agreement—Expenses and Termination Fee.”

 

Failure to complete the transaction could negatively impact Uber, Postmates and their respective businesses, prospects, financial condition and results of operations. The price of Uber common stock may decline to the extent that its current market price reflects a market assumption that the transaction will be completed. In addition, some costs related to the transaction must be paid by Uber and Postmates even if the transaction is not completed. Furthermore, Uber and Postmates may experience negative reactions from their respective stockholders, customers, restaurants, independent contractor couriers, vendors and/or other persons with whom Uber or Postmates has a business relationship, which could have an adverse effect on their respective businesses, financial condition and results of operations.

 

The merger agreement contains non-solicitation provisions that restrict the ability of Postmates, during the pendency of the transaction, to solicit, knowingly encourage or knowingly facilitate, participate in any discussions or negotiations regarding, or approve, endorse or recommend, any proposal the completion of which would constitute an alternative transaction for purposes of the merger agreement, which includes any transaction pursuant to which any third party would acquire beneficial ownership of more than 15% of the outstanding shares of Postmates capital stock or securities representing 15% or more of the voting power of Postmates and any merger or similar transaction pursuant to which any third party would acquire assets or businesses of Postmates or any of its subsidiaries representing 15% or more of the revenues, net income or assets (in each case on a consolidated basis) of Postmates and its subsidiaries, taken as a whole. In addition, under the terms of the merger agreement, Postmates is subject to restrictions on the conduct of its business prior to the completion of the transaction, including, among other things, restrictions on its ability in certain cases to incur indebtedness, make investments or capital expenditures, enter into, amend or terminate material contracts, commence or settle litigation, acquire or dispose of assets or make changes with respect to employee matters, including compensation and benefits matters. Such limitations could adversely affect Postmates’ business, strategy, operations and prospects prior to the completion of the transaction or in the event the transaction is not completed. If the transaction is not completed, the strategic alternatives available to Postmates, including remaining an independent company, and the opportunities available to Postmates to raise capital, including through a private or public equity issuance, may not be as favorable as they would have been in the absence of the transaction and/or may not be as favorable to Postmates and its stockholders as the transaction. See the sections entitled “The Merger Agreement—Covenants and Agreements—No Solicitation by Postmates,” “The Merger Agreement—Covenants and Agreements—Conduct of Business of Postmates Prior to Completion of the Transaction” and “Risk Factors.”

 

If I am a Postmates stockholder or warrant holder, how will I receive the consideration to which I will become entitled?

After the transaction is completed, a letter of transmittal and written instructions for the surrender of Postmates stock certificates and Postmates warrants will be mailed to Postmates stockholders and warrant holders. The merger agreement provides that the adoption of the merger agreement by Postmates stockholders constitutes approval of the provisions of the letter of transmittal. Upon receipt by the exchange agent of a Postmates stock certificate representing your shares of Postmates capital stock or a Postmates warrant, a validly executed letter of transmittal duly completed in accordance with the instructions provided by the exchange agent and any other documents reasonably required by the exchange agent, (a) you will be entitled to receive the number of shares of Uber common stock (which will be in uncertificated book-entry form), together with any cash in lieu of fractional shares of Uber common stock and any dividends or other distributions on shares of Uber common stock, in each case that you

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have the right to receive pursuant to the applicable provisions of the merger agreement, and (b) the Postmates stock certificate or Postmates warrant surrendered will be cancelled. For more information about the exchange of shares of Postmates capital stock and Postmates warrants for shares of Uber common stock, see the section entitled “The Merger Agreement—Exchange Procedures.”

Are there any important risks related to the transaction or Uber’s or Postmates’ businesses of which I should be aware?

Yes, there are important risks related to the transaction and Uber’s, Postmates’ and the surviving company’s businesses. Before making any decision on how to vote, we urge you to read carefully and in its entirety the section entitled “Risk Factors.”

Are Postmates stockholders entitled to seek appraisal or dissenters’ rights?

Pursuant to Section 262 of the DGCL and Chapter 13 of the CCC (if deemed applicable to the transaction by virtue of Section 2115 of the CCC), holders of Postmates capital stock who do not deliver a written consent approving the merger agreement proposal and who otherwise strictly comply with the procedures set forth in Section 262 of the DGCL and Chapter 13 of the CCC, as applicable, have the right to seek appraisal of the fair value of their shares of Postmates capital stock, as determined by the Delaware Court of Chancery or applicable California superior court, respectively, if the first merger is completed. The “fair value” of shares of Postmates capital stock as determined by the Delaware Court of Chancery or applicable California superior court could be more or less than, or the same as, the value of the consideration that a Postmates stockholder would otherwise be entitled to receive under the terms of the merger agreement.

To exercise appraisal or dissenters’ rights, Postmates stockholders must strictly comply with the procedures prescribed by Delaware and/or California law, as applicable. These procedures are summarized in the section entitled “Appraisal and Dissenters’ Rights.” Failure to strictly comply with these provisions will result in a loss of the right of appraisal or dissent.

What are the conditions to the completion of the transaction?

Completion of the transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the merger agreement, including, among others, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the “HSR Act”), no law having been enacted, or order or injunction having been issued or granted, by a governmental entity of competent jurisdiction that prohibits the completion of the mergers or results in an unacceptable condition (as defined under “The Merger Agreement—Covenants and Agreements—Reasonable Best Efforts; Regulatory Filings and Other Actions”), the receipt of the Postmates stockholder approval and the Postmates certificate amendment approval, the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part and the approval for listing on the New York Stock Exchange (the “NYSE”) of the shares of Uber common stock to be issued in the first merger. For more information, see the section entitled “The Merger Agreement—Conditions to Completion of the Transaction.”

 

When is the transaction expected to be completed?

Uber and Postmates currently expect the transaction to close in the fourth quarter of 2020, subject to certain conditions. Neither Uber nor Postmates can predict, however, the actual date on which the transaction will be completed, or whether it will be completed, because the transaction is subject to certain factors outside the control of each of Uber and Postmates.

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Who can help answer my questions?

If you are a Postmates stockholder and would like additional copies of this consent solicitation statement/prospectus or a replacement written consent, or if you have questions about the transaction, the process for returning your written consent, or the other matters discussed in this consent solicitation statement/prospectus, you should contact: Postmates Inc., Attention: General Counsel, 201 Third Street, Suite 200, San Francisco, CA 94103.

If you are an Uber stockholder and would like additional copies of this consent solicitation statement/prospectus, or if you have questions about the transaction or the other matters discussed in this consent solicitation statement/prospectus, you should contact: Uber Technologies, Inc., Attention: Investor Relations, 1455 Market Street, 4th Floor, San Francisco, CA 94103.

Where can I find more information about Uber and Postmates?

You can find more information about Uber and Postmates from the various sources described under “Where You Can Find More Information.”

Questions and Answers for Uber Stockholders

Why am I not being asked to vote on the transaction?

In accordance with applicable law, no vote of Uber stockholders is required in connection with the transaction. Therefore, your vote or consent is not being sought. The purpose of the registration statement of which this consent solicitation statement/prospectus is a part is to register the shares of Uber common stock being issued to Postmates stockholders in the transaction and to provide Postmates stockholders with important information about Uber, Postmates, the merger agreement and the transaction.

Did the Uber board approve the merger agreement?

Yes. The Uber board approved the merger agreement and the transaction, and determined that the merger agreement and the transaction are fair to and in the best interests of Uber and its stockholders.

Questions and Answers for Postmates Stockholders

Did the Postmates board approve the merger agreement and the Postmates certificate amendment?

Yes. Following a review of the merger agreement and the Postmates certificate amendment and of the negotiations between Postmates and its representatives on behalf of Postmates and Uber and its representatives on behalf of Uber with respect to the merger agreement and the Postmates certificate amendment, the Postmates board unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction are fair to and in the best interests of Postmates and its stockholders. For a discussion of the factors considered by the Postmates board in approving the merger agreement and the Postmates certificate amendment, see the section entitled “The Transaction—Postmates’ Reasons for the Transaction; Recommendation of the Postmates Board.”

Do any of the Postmates directors or officers have interests in the transaction that may differ from or be in addition to my interests as a Postmates stockholder?

Yes. Postmates stockholders should be aware that some of Postmates’ directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Postmates stockholders generally. The Postmates board was aware of and considered these interests, among other matters, in deciding to approve the terms of the merger agreement and the transaction. For a further discussion of these interests, see the section entitled “Interests of Postmates’ Directors and Executive Officers in the Transaction.”

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What am I being asked to approve?

Postmates stockholders are being asked to approve the following proposals:

·Merger agreement proposal. A proposal to approve the adoption of the merger agreement (the “merger agreement proposal”); and
·Postmates certificate amendment proposal. A proposal to approve the adoption of the Postmates certificate amendment (the “Postmates certificate amendment proposal” and, together with the merger agreement proposal, the “proposals”).

What is the recommendation of the Postmates board?

The Postmates board unanimously recommends that Postmates stockholders approve each of the proposals by executing and returning the written consent furnished with this consent solicitation statement/prospectus.

What stockholder consent is required to approve the transaction?

Uber and Postmates cannot complete the transaction unless Postmates stockholders approve each of the proposals.

The approval of the merger agreement proposal requires the affirmative vote or consent of (i) the holders of at least a majority of the outstanding shares of Postmates capital stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (ii) the holders of at least a majority of the outstanding shares of Postmates preferred stock (voting as a single class and on an as-converted basis) entitled to vote thereon, and (iii) the holders of at least a majority of the outstanding shares of Postmates common stock (voting as a single class) entitled to vote thereon (the foregoing clauses (i), (ii) and (iii), collectively, the “Postmates stockholder approval”).

The approval of the Postmates certificate amendment proposal requires the affirmative vote or consent of (i) the holders of at least a majority of the outstanding shares of Postmates capital stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (ii) the holders of at least a majority of the outstanding shares of Postmates preferred stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (iii) the holders of at least a majority of the outstanding shares of Postmates Series G preferred stock (voting as a separate class) entitled to vote thereon and (iv) the holders of at least a majority of the outstanding shares of Postmates common stock (voting as a single class) entitled to vote thereon (the foregoing clauses (i), (ii), (iii) and (iv), collectively, the “Postmates certificate amendment approval”).

Subsequent to the execution of the merger agreement, Uber and certain stockholders of Postmates (each, a “support stockholder”), representing approximately 65.7% of the outstanding shares of Postmates capital stock, approximately 52.5% of the outstanding shares of Postmates common stock and approximately 75.3% of the outstanding shares of Postmates preferred stock, including 100% of the outstanding shares of Postmates Series G preferred stock, in each case as of the record date, entered into a support agreement (the “support agreement”) under which they have agreed, promptly (and in any event within two business days) after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective by the SEC, to execute and deliver written consents approving the adoption of the merger agreement and the Postmates certificate amendment and related matters with respect to all of their shares of Postmates capital stock entitled to act by written consent with respect thereto. The support stockholders are required to deliver such written consents even if the Postmates board changes its recommendation that Postmates stockholders approve each of the proposals. The execution and delivery of written consents by all of the support stockholders will constitute the Postmates stockholder approval and the Postmates certificate amendment approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval.

 

In accordance with applicable law, no vote of Uber stockholders is required in connection with the transaction.

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Who is entitled to give a written consent?

The Postmates board has set October 30, 2020 as the record date (the “record date”) for determining the holders of Postmates capital stock entitled to execute and deliver written consents with respect to this solicitation. Holders of Postmates capital stock on the record date will be entitled to give or withhold a consent using the written consent furnished with this consent solicitation statement/prospectus.

How can I return my written consent?

If you hold shares of Postmates capital stock as of the record date and you wish to submit your consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Postmates. Once you have completed, dated and signed your written consent, deliver it to Postmates by emailing a .pdf copy of your written consent to consents@postmates.com or by mailing your written consent to Postmates Inc., P.O. Box 8016, Cary, NC 27512-9903, Attention: General Counsel. Postmates will not call or convene any meeting of its stockholders in connection with the Postmates stockholder approval or the Postmates certificate amendment approval. Postmates stockholders should not send stock certificates with their written consents.

What happens if I do not return my written consent?

If you hold shares of Postmates capital stock as of the record date and you do not return your written consent, that will have the same effect as a vote against each of the proposals. However, under the support agreement, the support stockholders have agreed to deliver their written consents promptly (and in any event within two business days) after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective by the SEC. Therefore, a failure of any other Postmates stockholder to deliver a written consent is not expected to have any effect on the approval of the proposals.

What happens if I return by written consent but do not indicate a decision with respect to proposals?

If you hold shares of Postmates capital stock as of the record date and you return a signed written consent without indicating your decision on either of the proposals, you will have given your consent to approve each proposal for which you did not indicate a decision.

What is the deadline for returning my written consent?

Postmates has set November 25, 2020 as the targeted final date for receipt of written consents (such date, as it may be extended in accordance with the next sentence, the “consent deadline”). Postmates reserves the right to extend the consent deadline beyond November 25, 2020. Any such extension may be made without notice to Postmates stockholders.

 

Can I change or revoke my written consent?

Yes. You may change or revoke your consent to either of the proposals at any time before the consent deadline; however, such change or revocation is not expected to have any effect, as the delivery of the written consents contemplated by the support agreement will constitute the Postmates stockholder approval and the Postmates certificate amendment approval at the time of such delivery. If you wish to change or revoke your consent before the consent deadline, you may do so by sending in a new written consent with a later date by one of the means described in the section entitled “Solicitation of Written Consents—Submission of Written Consents.”

What do I need to do now?

Postmates urges you to read carefully and consider the information contained in this consent solicitation statement/prospectus, including the Annexes, and to consider how the transaction will affect you as a stockholder of Postmates. Once the registration statement of which this consent solicitation statement/prospectus forms a part has

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been declared effective by the SEC, Postmates will solicit your written consent. The Postmates board unanimously recommends that all Postmates stockholders approve the proposals by executing and returning to Postmates the written consent furnished with this consent solicitation prospectus/prospectus as soon as possible and no later than the consent deadline.

What will happen to my existing shares of Postmates capital stock or Postmates warrants in the transaction?

At the effective time, your shares of Postmates capital stock will no longer represent an ownership interest in Postmates, as each share of Postmates capital stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares) will be cancelled and automatically converted into the right to receive the applicable portion of the aggregate merger consideration (as defined under “The Transaction—Consideration to Postmates Stockholders”) payable in respect thereof, any cash amount payable in respect of fractional shares of Uber common stock and any dividends or other distributions on shares of Uber common stock payable in accordance with the applicable provisions of the merger agreement. For additional information about the consideration payable to holders of Postmates capital stock pursuant to the merger agreement, see the sections entitled “The Transaction—Consideration to Postmates Stockholders” and “The Merger Agreement—Consideration; Effect of the Transaction on Capital Stock.”

In addition, at the effective time, each Postmates warrant that is outstanding and unexercised immediately prior to the effective time will automatically be converted into the right to receive a number of shares of Uber common stock in accordance with the terms of the merger agreement and the applicable Postmates warrant. For additional information about the consideration payable to holders of Postmates warrants pursuant to the merger agreement, see the section entitled “The Merger Agreement—Treatment of Postmates Warrants.”

Should I send my stock certificates to Postmates now?

No. Do not send in your certificates now. After the transaction is completed, a letter of transmittal and written instructions for the surrender of Postmates stock certificates will be mailed to Postmates stockholders. For more information, see the section entitled “The Merger Agreement—Exchange Procedures.”

Who can help answer my questions?

If you have questions about the transaction or the process for returning your written consent, or if you need additional copies of this consent solicitation statement/prospectus or a replacement written consent, please contact: Postmates Inc., Attention: General Counsel, 201 Third Street, Suite 200, San Francisco, CA 94103.

 

What are the U.S. federal income tax consequences of the mergers to U.S. holders of Postmates common stock?

The mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). It is a condition to the completion of the mergers that Postmates receives an opinion from its counsel (or, if Postmates’ counsel is unwilling or unable to issue such opinion, from Uber’s counsel) dated as of the closing date to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In addition, in connection with the filing of the registration statement of which this consent solicitation statement/prospectus is a part, Latham & Watkins LLP has delivered an opinion to Postmates to the same effect as the opinion described in the preceding sentence. Each such opinion will be or is based on, among other things, certain facts, representations and covenants, each made by officers of Uber and Postmates, and assumptions, all of which must be consistent with the state of facts existing at the time of the mergers. If any of these facts, representations, covenants and assumptions are, or become, inaccurate or incomplete, such opinions may be invalid, and the conclusions reached therein could be jeopardized. An opinion of counsel represents counsel’s best legal judgment and is not binding on the Internal Revenue Service (the “IRS”) or the courts, which may not agree with the conclusions set forth in such opinion.

 

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No ruling has been, or will be, sought by Postmates or Uber from the IRS with respect to the mergers and there can be no assurance that the IRS will not challenge the qualification of the mergers, taken together, as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge. If the IRS successfully challenges the reorganization status of the mergers, U.S. holders (as defined under “U.S. Federal Income Tax Consequences”) will be treated as if they sold their Postmates common stock in a fully taxable transaction.

 

Assuming that the mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder will generally not recognize any gain or loss on the receipt of Uber common stock in exchange for Postmates common stock, excluding any cash received in lieu of fractional shares of Uber common stock.

For additional information, see the section entitled “U.S. Federal Income Tax Consequences.” The tax consequences to you of the mergers will depend on your particular facts and circumstances. Please consult your own tax advisor as to the tax consequences of the mergers in your particular circumstances, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

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SUMMARY

This summary highlights selected information included in this consent solicitation statement/prospectus and may not contain all of the information that is important to you. To better understand the transaction, you should carefully read this entire consent solicitation statement/prospectus and its Annexes and the other documents referred to in this consent solicitation statement/prospectus. Additional important information about Uber and Postmates is also contained in the Annexes to, and the documents incorporated by reference into, this consent solicitation statement/prospectus. For a description of, and instructions as to how to obtain, this information, see the section entitled “Where You Can Find More Information” beginning on page 138 of this consent solicitation statement/prospectus. Each item in this summary includes a page reference directing you to a more complete description of that item.

Information about the Companies (page 55)

Uber Technologies, Inc.

Uber Technologies, Inc. is a technology platform that uses a massive network, leading technology, operational excellence and product expertise to power movement from point A to point B. Uber develops and operates proprietary technology applications supporting a variety of offerings on their platform. Uber connects consumers with independent providers of ride services for ridesharing services, and connects consumers with restaurants, grocers and other stores and delivery service providers for meal preparation, grocery, and other delivery services. Uber also connects consumers with public transportation networks, e-bikes, e-scooters and other personal mobility options. Uber uses this same network, technology, operational excellence and product expertise to connect shippers with carriers in the freight industry. Uber is also developing technologies that will provide autonomous driving vehicle solutions to consumers, networks of vertical take-off and landing vehicles and new solutions to solve everyday problems. Uber’s technology is available in 68 countries around the world, principally in the United States and Canada, Latin America, Europe, the Middle East, Africa, and Asia (excluding China and Southeast Asia).

Uber was incorporated as Ubercab, Inc. in Delaware in July 2010, and changed its name to Uber Technologies, Inc. in February 2011. Uber completed its initial public offering in May 2019. Uber common stock is listed on the NYSE under the symbol “UBER.”

Uber Technologies, Inc.
1455 Market Street

4th Floor

San Francisco, CA 94103
Phone: (415) 612-8582

 

Additional information about Uber and its subsidiaries is included in the documents incorporated by reference in this consent solicitation statement/prospectus. See the section entitled “Where You Can Find More Information.”

News Merger Sub Corp.

News Merger Sub Corp., a wholly owned subsidiary of Uber, is a Delaware corporation that was incorporated on July 1, 2020 for the purpose of entering into the merger agreement and effecting the first merger. At the effective time, Merger Sub will be merged with and into Postmates, with Postmates continuing as the surviving corporation in the first merger and as a wholly owned subsidiary of Uber.

Merger Sub’s principal executive offices and its telephone number are the same as those of Uber.

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News Merger Company LLC

News Merger Company LLC, a wholly owned subsidiary of Uber, is a Delaware limited liability company that was formed on July 1, 2020 for the purpose of effecting the second merger. Immediately following the first merger, Postmates, as the surviving corporation in the first merger, will be merged with and into Merger Company, with Merger Company continuing as the surviving company in the second merger and as a wholly owned subsidiary of Uber. As a result of the second merger, Merger Company will own the legacy business of Postmates.

Merger Company’s principal executive offices and its telephone number are the same as those of Uber.

Postmates Inc.

Postmates is a pioneer of on-demand logistics. Postmates has built a technology platform that enables consumers who use Postmates’ platform to order food and goods from over 740,000 restaurants and other retailers for delivery or pick up. Since inception, Postmates’ platform has generated over $8.7 billion in gross merchandise volume and fulfilled over 250 million orders, through September 30, 2020. Postmates’ network, which consists of their customers, merchants and a fleet of independent contractors, served 4,213 cities and was available to approximately 80% of U.S. households as of September 30, 2020.

Postmates Inc. was incorporated in Delaware in 2011.

Postmates Inc.
201 3rd Street

Suite 200

San Francisco, CA 94103

Phone: (415) 659-9465

 

The Transaction (page 61)

The terms and conditions of the transaction described below are contained in the merger agreement, which is attached to this document as Annex A and is incorporated by reference herein in its entirety. You are encouraged to read the merger agreement carefully, as it is the legal document that governs the transaction.

The merger agreement provides, among other matters, for the acquisition of Postmates by Uber pursuant to two successive mergers, on the terms and subject to the conditions in the merger agreement and in accordance with the DGCL and the Delaware Limited Liability Company Act (the “DLLCA”). Pursuant to the merger agreement, at the effective time, Merger Sub will be merged with and into Postmates, with Postmates continuing as the surviving corporation in the first merger and as a wholly owned subsidiary of Uber. Immediately following the first merger, Postmates will be merged with and into Merger Company, with Merger Company continuing as the surviving company in the second merger and as a wholly owned subsidiary of Uber.

Pursuant to the merger agreement, and subject to the Postmates certificate amendment approval, Postmates will amend the Postmates certificate, a copy of which is attached as Annex B to this consent solicitation statement/prospectus, to make certain changes to the liquidation preference for the shares of the Postmates Series G preferred stock in connection with the mergers, as set forth in the Postmates certificate amendment, a copy of which is attached as Annex C to this consent solicitation statement/prospectus. The Postmates certificate amendment provides that the liquidation amount per share that a holder of Postmates Series G preferred stock is entitled to receive in connection with the first merger will be equal to the greater of (a) the sum of (i) $13.73625 (subject to adjustment from time to time for stock splits, stock dividends, reverse stock splits and similar transactions) and (ii) any accrued or declared but unpaid dividends thereon and (b) the consideration that such share of Postmates Series G preferred stock would have otherwise been entitled to receive had all such shares of Postmates Series G preferred stock converted into shares of Postmates common stock immediately prior to the effective time. For purposes of calculating the consideration that such share of Postmates Series G preferred stock would have otherwise been entitled to receive

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under clause (b) in connection with the first merger, such consideration will be equal to the per share common merger consideration. The Postmates Series G preferred stock accrues dividends initially at the rate of 5.0% per annum (increasing by 1.0% per annum on September 9, 2020 and at the end of each six-month period thereafter, up to a maximum of 8.0%), compounded on a semi-annual basis, of the sum of (A) $9.1575 (subject to adjustment from time to time for stock splits, stock dividends, reverse stock splits and similar transactions) per share plus (B) the amount of previously accrued dividends on such share.

Under the Postmates certificate currently in effect, Postmates is not permitted to enter into any transaction deemed to be a liquidation, dissolution or winding up of Postmates under the Postmates certificate (including the transaction), unless the per share proceeds payable to the holders of Postmates Series G preferred stock at the closing of such transaction are at least $13.73625 (subject to adjustment from time to time for stock splits, stock dividends, reverse stock splits and similar transactions), without first obtaining the approval of holders of a majority of the outstanding shares of Postmates Series G preferred stock. The Postmates certificate amendment will amend the Postmates certificate in a manner that will provide that in the transaction, the per share proceeds payable to the holders of Postmates Series G preferred stock will be at least $13.73625 (subject to adjustment from time to time for stock splits, stock dividends, reverse stock splits and similar transactions). A majority of the holders of Postmates Series G preferred stock required the Postmates certificate amendment as a condition to their support of the transaction. 

Postmates’ Reasons for the Transaction; Recommendation of the Postmates Board (page 74)

Following a review of the merger agreement and the Postmates certificate amendment and of the negotiations between Postmates and its representatives on behalf of Postmates and Uber and its representatives on behalf of Uber with respect to the merger agreement and the Postmates certificate amendment, the Postmates board unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction are fair to and in the best interests of Postmates and its stockholders. For a discussion of the factors considered by the Postmates board in approving the merger agreement and the Postmates certificate amendment, see the section entitled “The Transaction—Postmates’ Reasons for the Transaction; Recommendation of the Postmates Board.”

 

Regulatory Approvals (page 81)

Under the HSR Act, the mergers cannot be completed until, among other things, Uber and Postmates each files a notification and report form with the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the Department of Justice (the “DOJ”) and the applicable waiting period has been terminated or has expired. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-day waiting period following the parties’ filings of their respective HSR Act notification and report forms or the early termination of that waiting period. If the FTC or the DOJ issues a request for additional information or documentary material with respect to the transaction (a “second request”) prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the second request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. On July 16, 2020, each of Uber and Postmates filed a notification and report form pursuant to the HSR Act with the FTC and the DOJ. In order to give the DOJ more time to review the transaction, on August 17, 2020, Uber voluntarily withdrew its notification and report form and refiled it on August 19, 2020. On September 9, 2020, the DOJ issued a second request to each of Uber and Postmates to further review the transaction. On October 30, 2020, Uber and Postmates each certified substantial compliance with the second requests. On November 6, 2020, Uber sent a letter to the DOJ indicating that, subject to and upon the closing of the transaction, Uber will waive exclusivity provisions between Postmates and approximately 800 restaurants in certain geographic areas across the United States and, for a period of six months after closing, Uber will not enter into exclusivity agreements with those restaurants. On November 9, 2020, the DOJ granted early termination of the waiting period under the HSR Act with respect to the transaction, effective immediately.

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At any time before or after the completion of the transaction, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary under the applicable statutes, including seeking to enjoin the completion of the transaction, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets, to terminate existing relationships and contractual rights, or to take other actions or agree to other restrictions limiting the freedom of action of the parties. In addition, at any time before or after the completion of the transaction, and notwithstanding the termination or expiration of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

There can be no assurance that a challenge to the transaction on antitrust grounds will not be made or, if such a challenge is made, what the result will be.

In connection with the transaction, the parties also intend to make all required filings with the SEC, the Delaware Secretary of State and the NYSE, as well as any required filings with state or local licensing authorities.

Conditions to Completion of the Transaction (page 103)

As more fully described in this consent solicitation statement/prospectus and in the merger agreement, the respective obligations of each party to effect the mergers will be subject to the satisfaction on or prior to the closing date of each of the following conditions, any and all of which may be waived in whole or in part by Uber, Merger Sub, Merger Company and Postmates, as the case may be, to the extent permitted by applicable law:

·the receipt of each of the Postmates stockholder approval and the Postmates certificate amendment approval;
·the expiration or termination of any waiting period (and any extension thereof) applicable to the mergers under the HSR Act without the imposition, individually or in the aggregate (taken together with all divestiture actions (as defined under “The Merger Agreement—Covenants and Agreements—Reasonable Best Efforts; Regulatory Filings and Other Actions”)), of an unacceptable condition (as defined under “The Merger Agreement—Covenants and Agreements—Reasonable Best Efforts; Regulatory Filings and Other Actions”) by a governmental entity of competent jurisdiction;
·the absence of any law enacted or promulgated by, or order, judgment, decree, ruling or injunction issued or granted by, a governmental entity of competent jurisdiction, in each case which has the effect of (x) enjoining or otherwise prohibiting the completion of the mergers (a “restraint”) or (y) resulting, individually or in the aggregate (taken together with all divestiture actions), in an unacceptable condition;
·the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part and the absence of any stop order suspending that effectiveness or any proceedings for that purpose initiated by the SEC; and
·the approval for listing on the NYSE of the shares of Uber common stock issuable to Postmates stockholders in connection with the first merger, subject to official notice of issuance.

The obligations of Uber, Merger Sub and Merger Company to effect the mergers will be further subject to the satisfaction on or prior to the closing date of each of the following conditions, any and all of which may be waived in whole or in part by Uber to the extent permitted by applicable law:

·the accuracy of the representations and warranties made in the merger agreement by Postmates as of the date of the merger agreement and as of the closing date, subject to certain materiality thresholds;
·performance in all material respects by Postmates of the obligations, covenants and agreements required to be performed by it at or prior to the effective time;
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·the absence since the date of the merger agreement of any effects that, individually or in the aggregate, have had or would reasonably be expected to have a material adverse effect (as defined under “The Merger Agreement—Representations and Warranties”) on Postmates; and
·the receipt by Uber of each of the agreements, instruments, certificates and other documents required to be delivered by Postmates at or prior to the closing pursuant to the merger agreement.

The obligations of Postmates to effect the mergers will be further subject to the satisfaction on or prior to the closing date of each of the following conditions, any and all of which may be waived in whole or in part by Postmates to the extent permitted by applicable law:

·the accuracy of the representations and warranties made in the merger agreement by Uber, Merger Sub and Merger Company as of the date of the merger agreement and as of the closing date, subject to certain materiality thresholds;
·performance in all material respects by each of Uber, Merger Sub and Merger Company of the obligations, covenants and agreements required to be performed by it at or prior to the effective time;
·the absence since the date of the merger agreement of any effects that, individually or in the aggregate, have had or would reasonably be expected to have a material adverse effect on Uber;
·the receipt by Postmates of each of the agreements, instruments, certificates and other documents required to be delivered by Uber at or prior to the closing pursuant to the merger agreement; and
·the receipt by Postmates of a written opinion from counsel, in form and substance reasonably satisfactory to Postmates, dated as of the closing date, to the effect that, on the basis of certain facts, representations and assumptions described or referred to in the opinion, the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Solicitation of Written Consents; Expenses (page 54)

The merger agreement provides that Postmates will seek the Postmates stockholder approval and the Postmates certificate amendment approval pursuant to this consent solicitation statement/prospectus, and Postmates will not call or convene any meeting of its stockholders in connection with the Postmates stockholder approval or the Postmates certificate amendment approval. Postmates stockholders are being asked to approve each of the merger agreement proposal and the Postmates certificate amendment proposal by executing and delivering the written consent furnished with this consent solicitation statement/prospectus.

 

Only Postmates stockholders of record at the close of business on October 30, 2020, the record date, will be entitled to execute and deliver a written consent. Each holder of Postmates common stock is entitled to one vote for each share of Postmates common stock held as of the record date. Each holder of Postmates preferred stock is entitled to the number of votes equal to the number of shares of Postmates common stock into which the shares of Postmates preferred stock held by such holder could be converted as of the record date. The holders of Postmates common stock will vote as a separate class, the holders of Postmates preferred stock will vote together as a single class on an as-converted to common stock basis, the holders of Postmates capital stock will vote together as a single class on an as-converted to common stock basis and the holders of Postmates Series G preferred stock will vote as a separate class.

As of the close of business on the record date, there were 78,364,940 shares of Postmates common stock outstanding and 108,526,803 shares of Postmates preferred stock outstanding, consisting of 76,480,863 shares of Postmates Series E preferred stock, 15,665,925 shares of Postmates Series F preferred stock and 16,380,015 shares of Postmates Series G preferred stock, in each case entitled to execute and deliver written consents with respect to the merger agreement proposal and the Postmates certificate amendment proposal, and directors and executive officers of Postmates and their affiliates owned and were entitled to consent with respect to 17,469,621

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shares of Postmates common stock (representing approximately 22.3% of such shares outstanding on that date) and 57,168,404 shares of Postmates preferred stock (representing approximately 52.7% of such shares outstanding on that date), consisting of 49,174,651 shares of Postmates Series E preferred stock (representing approximately 64.3% of such shares outstanding on that date), 5,263,751 shares of Postmates Series F preferred stock (representing approximately 33.6% of such shares outstanding on that date) and 2,730,002 shares of Postmates Series G preferred stock (representing approximately 16.7% of such shares outstanding on that date). Postmates currently expects that its directors and executive officers will deliver written consents in favor of the merger agreement proposal and the Postmates certificate amendment proposal, although none of them has entered into any agreements obligating him or her to do so, other than Mr. Lehmann, who has entered into the support agreement.

The approval of the merger agreement proposal requires the affirmative vote or consent of (i) the holders of at least a majority of the outstanding shares of Postmates capital stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (ii) the holders of at least a majority of the outstanding shares of Postmates preferred stock (voting as a single class and on an as-converted basis) entitled to vote thereon, and (iii) the holders of at least a majority of the outstanding shares of Postmates common stock (voting as a single class) entitled to vote thereon.

The approval of the Postmates certificate amendment proposal requires the affirmative vote or consent of (i) the holders of at least a majority of the outstanding shares of Postmates capital stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (ii) the holders of at least a majority of the outstanding shares of Postmates preferred stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (iii) the holders of at least a majority of the outstanding shares of Postmates Series G preferred stock (voting as a separate class) entitled to vote thereon and (iv) the holders of at least a majority of the outstanding shares of Postmates common stock (voting as a single class) entitled to vote thereon.

Subsequent to the execution of the merger agreement, Uber and the support stockholders entered into the support agreement. Pursuant to the support agreement, each of the support stockholders has agreed, promptly (and in any event within two business days) after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective under the Securities Act by the SEC, to execute and deliver a written consent approving the adoption of the merger agreement and the Postmates certificate amendment and related matters with respect to all of its shares of Postmates capital stock entitled to act by written consent with respect thereto. The shares of Postmates capital stock that are owned by the support stockholders and subject to the support agreement represent approximately 65.7% of the outstanding shares of Postmates capital stock, approximately 52.5% of the outstanding shares of Postmates common stock and approximately 75.3% of the outstanding shares of Postmates preferred stock, including 100% of the outstanding shares of Postmates Series G preferred stock, in each case as of the record date. The support stockholders are required to deliver such written consents even if the Postmates board changes its recommendation that Postmates stockholders approve each of the proposals. The execution and delivery of written consents by all of the support stockholders will constitute the Postmates stockholder approval and the Postmates certificate amendment approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval.

You may consent to each of the proposals with respect to your shares of Postmates capital stock by completing and signing the written consent furnished with this consent solicitation statement/prospectus and returning it to Postmates by the consent deadline. Your consent to the proposals may be changed or revoked at any time before the consent deadline.

You may execute a written consent to approve the merger agreement proposal and the Postmates certificate amendment proposal (which is equivalent to a vote for each such proposal), or disapprove, or abstain from consenting with respect to, the merger agreement proposal and the Postmates certificate amendment proposal (which is equivalent to a vote against each such proposal). If you do not return your written consent, it will have the same effect as a vote against the merger agreement proposal and the Postmates certificate amendment proposal. If you are a record holder of shares of Postmates capital stock and you return a signed written consent without

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indicating your decision on either of the proposals, you will have given your consent to approve each of the proposals for which you did not indicate a decision.

Due to the obligations of the support stockholders under the support agreement, a failure of any other Postmates stockholder to deliver a written consent, or any change or revocation of a previously delivered written consent, is not expected to have any effect on the approval of the proposals.

 

Postmates stockholders should not send stock certificates with their written consents. After the transaction is completed, a letter of transmittal and written instructions for the surrender of Postmates stock certificates will be mailed to Postmates stockholders. Do not send in your certificates now.

The expense of preparing, printing and mailing these consent solicitation materials is being borne by Postmates. Officers and employees of Postmates may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular compensation but no special compensation for soliciting consents.

Termination of the Merger Agreement (page 104)

The merger agreement may be terminated and the transaction may be abandoned at any time before the effective time as follows:

·by mutual written consent of Uber and Postmates;
·by either Uber or Postmates, as applicable, if (i) there has been a breach or failure to perform in any material respect by Postmates, on the one hand, or Uber, Merger Sub or Merger Company, on the other hand, of its covenants or agreements under the merger agreement or (ii) any of the representations and warranties of Postmates, on the one hand, or Uber, Merger Sub or Merger Company, on the other hand, set forth in the merger agreement have become inaccurate, which breach, failure to perform or inaccuracy would result in an applicable condition to the other parties’ obligation to effect the mergers not being satisfied (and is not capable of being cured by the outside date of July 6, 2021 (subject to extension as described in the section entitled “The Merger Agreement—Termination of the Merger Agreement”) or is not cured before the earlier of (x) the third business day immediately prior to the outside date and (y) the 30th day following receipt of written notice thereof) (provided that the right to terminate the merger agreement pursuant to this bullet point will not be available to any party that is then in material breach of its representations, warranties, covenants or agreements in the merger agreement, which breach would result in an applicable condition to the other parties’ obligation to effect the mergers not being satisfied);
·by either Uber or Postmates, if the effective time has not occurred on or before the outside date (provided that the right to terminate the merger agreement pursuant to this bullet point will not be available to any party whose action or failure to fulfill any obligation under the merger agreement has been the principal cause of or principally resulted in the failure to close and such action or failure constitutes a material breach of the merger agreement);
·by Uber, if, prior to the receipt of the Postmates stockholder approval, Postmates has materially breached its non-solicitation obligations or its obligations in respect of the Postmates board recommendation, the Postmates stockholder approval and the Postmates certificate amendment approval; or
·by either Uber or Postmates, if a governmental entity of competent jurisdiction has issued or granted an order, judgment, decree, ruling or injunction that (i) results in a permanent restraint and has become final and non-appealable or (ii) requires, as a final and non-appealable condition, that Uber, Postmates or any of their respective subsidiaries take any action that would result in, or would reasonably be expected to result in, individually or in the aggregate (taken together with all divestiture actions), an unacceptable condition.
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In addition, the merger agreement may be terminated by Uber if any support stockholder has failed to execute and deliver to Uber the support agreement to which such support stockholder is a party within one day following the execution of the merger agreement. However, subsequent to the execution of the merger agreement, each of the support stockholders delivered to Uber the support agreement within one day following the execution of the merger agreement.

 

Expenses and Termination Fee (page 105)

Expenses

Except as otherwise expressly provided in the merger agreement, all costs and expenses incurred in connection with the merger agreement and the transaction will be paid by the party incurring such costs and expenses.

Termination Fee

The merger agreement requires Uber to pay Postmates an amount equal to (x) $145,750,000 minus (y) the then aggregate outstanding principal amount of the initial loan (as defined under “The Merger Agreement—Covenants and Agreements—Interim Financing”), which may be up to $100,000,000, an amount which Postmates determined prior to the execution of the merger agreement would likely be required to operate its business during the following 12 months, plus accrued interest thereon (the “termination fee”), if all of the following occur:

·either Uber or Postmates terminates the merger agreement because the first merger has not been completed by the outside date of July 6, 2021 (subject to extension as described in the section entitled “The Merger Agreement—Termination of the Merger Agreement”);
·at the time of such termination, all of the conditions to the respective obligations of each party to effect the mergers have been satisfied or waived, except for one or more of the closing conditions related to antitrust approval and the absence of any law or order prohibiting the completion of the mergers or resulting in an unacceptable condition, in each case in respect of an antitrust law, and any conditions that by their nature are to be satisfied at the closing, if such conditions would be satisfied or waived if the closing were to occur at such time; and
·no material breach by Postmates of its obligations under the merger agreement has been the principal cause of the failure to be satisfied of all or any of the conditions related to antitrust approval and the absence of any law or order prohibiting the completion of the mergers or resulting in an unacceptable condition.

In addition, the merger agreement requires Uber to pay Postmates the termination fee if each of the following occur:

·either Uber or Postmates terminates the merger agreement because a governmental entity of competent jurisdiction has issued or granted an order, judgment, decree, ruling or injunction that results in a permanent restraint that has become final and non-appealable or Uber terminates the merger agreement because any such order, judgment, decree, ruling or injunction requires, as a final and non-appealable condition, that Uber, Postmates or any of their respective subsidiaries take any action that would reasonably be expected to result in, individually or in the aggregate (taken together with all divestiture actions undertaken), an unacceptable condition, in each case pursuant to an antitrust law; and
·no material breach by Postmates of its obligations under the merger agreement has been the principal cause of the imposition of such order, judgment, decree, ruling or injunction.

The termination fee will not be payable if the merger agreement is terminated under circumstances other than those expressly set forth above, including if the merger agreement is terminated as a result of a breach or failure to perform in any material respect by any party of its covenants or agreements under the merger agreement or any of the representations and warranties of a party set forth in the merger agreement having become inaccurate, which

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breach, failure to perform or inaccuracy would result in an applicable condition to the other parties’ obligation to effect the mergers not being satisfied (subject to the cure provisions in the merger agreement), or if the merger agreement is terminated as a result of Postmates having materially breached its non-solicitation obligations or its obligations in respect of the Postmates board recommendation, the Postmates stockholder approval and the Postmates certificate amendment approval.

 

Interests of Postmates’ Directors and Executive Officers in the Transaction (page 112)

In considering the recommendation of the Postmates board that Postmates stockholders approve the adoption of the merger agreement and the Postmates certificate amendment, Postmates stockholders should be aware and take into account the fact that certain Postmates directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Postmates stockholders generally.

These interests include, among other things, arrangements that provide for severance benefits (including the vesting of certain equity-based awards) in the event certain executives’ employment is terminated under certain circumstances following completion of the transaction, retention bonuses in the form of Postmates restricted stock units, the conversion of Postmates equity-based awards into Uber equity-based awards and rights to indemnification and directors’ and officers’ liability insurance that will survive the completion of the transaction. Certain executive officers of Postmates may also serve as officers of the surviving company following the transaction.

The Postmates board was aware of and considered these interests, among other matters, in evaluating the terms and structure, and in overseeing the negotiation, of the transaction, in approving the merger agreement and the transaction and in making the Postmates board recommendation.

Comparison of Stockholders’ Rights (page 115)

Both Uber and Postmates are incorporated under the laws of the State of Delaware and, accordingly, the rights of the stockholders of each are currently, and will continue to be, governed by the DGCL. However, Uber stockholders and Postmates stockholders have different rights pursuant to the constituent documents of each of Uber and Postmates. Upon the completion of the transaction, Postmates stockholders will become Uber stockholders and will have rights different from those they currently have as Postmates stockholders. Certain differences between the constituent documents of Uber and Postmates are described in the section entitled “Comparison of Stockholders’ Rights.”

Accounting Treatment (page 83)

Uber and Postmates prepare their financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”). The mergers will be accounted for in accordance with FASB ASC Topic 805, Business Combinations, with Uber considered as the accounting acquirer and Postmates as the accounting acquiree. Accordingly, Uber will measure the assets acquired and liabilities assumed at their fair values including net tangible and identifiable intangible assets acquired and liabilities assumed as of the closing date, with any excess purchase price over those fair values being recorded as goodwill.

U.S. Federal Income Tax Consequences (page 108)

The mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the mergers that Postmates receives an opinion from its counsel (or, if Postmates’ counsel is unwilling or unable to issue such opinion, from Uber’s counsel) dated as of the closing date to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In addition, in connection with the filing of the registration statement of which this consent solicitation statement/prospectus is a part, Latham & Watkins LLP has delivered an opinion to Postmates to the same effect as the opinion described in the preceding sentence. Each such opinion will be or is based on, among

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other things, certain facts, representations and covenants, each made by officers of Uber and Postmates, and assumptions, all of which must be consistent with the state of facts existing at the time of the mergers. If any of these facts, representations, covenants and assumptions are, or become, inaccurate or incomplete, such opinions may be invalid, and the conclusions reached therein could be jeopardized. An opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or the courts, which may not agree with the conclusions set forth in such opinion.

No ruling has been, or will be, sought by Postmates or Uber from the IRS with respect to the mergers and there can be no assurance that the IRS will not challenge the qualification of the mergers, taken together, as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge. If the IRS successfully challenges the reorganization status of the mergers, U.S. holders (as defined under “U.S. Federal Income Tax Consequences”) will be treated as if they sold their Postmates common stock in a fully taxable transaction.

 

Assuming that the mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder will generally not recognize any gain or loss on the receipt of Uber common stock in exchange for Postmates common stock, excluding any cash received in lieu of fractional shares of Uber common stock.

 

The tax consequences to you of the mergers will depend on your particular facts and circumstances. Please consult your own tax advisor as to the tax consequences of the mergers in your particular circumstances, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

 

Appraisal and Dissenters’ Rights (page 129)

Pursuant to Section 262 of the DGCL and Chapter 13 of the CCC (if deemed applicable to the transaction by virtue of Section 2115 of the CCC), Postmates stockholders who do not deliver a written consent approving the merger agreement proposal and who otherwise strictly comply with the procedures set forth in Section 262 of the DGCL and Chapter 13 of the CCC, as applicable, have the right to seek appraisal of the fair value of their shares of Postmates capital stock, as determined by the Delaware Court of Chancery or applicable California superior court, respectively, if the first merger is completed. The “fair value” of shares of Postmates capital stock as determined by the Delaware Court of Chancery or applicable California superior court could be more or less than, or the same as, the value of the consideration that a Postmates stockholder would otherwise be entitled to receive under the terms of the merger agreement.

To exercise appraisal or dissenters’ rights, Postmates stockholders must strictly comply with the procedures prescribed by Delaware and/or California law, as applicable. These procedures are summarized in the section entitled “Appraisal and Dissenters’ Rights.” Failure to strictly comply with these provisions will result in a loss of the right of appraisal or dissent.

Risk Factors (page 27)

In evaluating the merger agreement and transaction, you should carefully read this consent solicitation statement/prospectus and the documents incorporated by reference herein and the Annexes attached hereto. In particular, you should consider the factors discussed in the section entitled “Risk Factors.”

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables present selected historical consolidated financial data of Uber. The selected historical consolidated financial data as of December 31, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017, has been derived from Uber’s audited consolidated financial statements and accompanying notes contained in Uber’s Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated into this consent solicitation statement/prospectus by reference. The selected historical consolidated financial data as of December 31, 2017 and 2016, and for the year ended December 31, 2016, has been derived from Uber’s audited consolidated financial statements for such years and accompanying notes, which are not incorporated into this consent solicitation statement/prospectus by reference. The selected historical consolidated financial data as of December 31, 2015 and for the year ended December 31, 2015 has been derived from Uber’s accounting records and has been prepared on the same basis as Uber’s audited consolidated financial statements included in Uber’s Annual Report on Form 10-K for the year ended December 31, 2019. The selected historical consolidated financial data as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 has been derived from Uber’s unaudited consolidated financial statements contained in Uber’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, which is incorporated into this consent solicitation statement/prospectus by reference, and has been prepared on the same basis as Uber’s audited consolidated financial statements included in Uber’s Annual Report on Form 10-K for the year ended December 31, 2019.

The information set forth below is only a summary. You should read the following information together with Uber’s consolidated financial statements and accompanying notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Uber’s Annual Report on Form 10-K for the year ended December 31, 2019 and Uber’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2020, which are incorporated by reference into this consent solicitation statement/prospectus. Uber’s annual and interim period results are not necessarily indicative of Uber’s results in any future period. In the opinion of Uber’s management, the selected historical consolidated financial data as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 set forth in the tables below reflect all normal recurring adjustments necessary for the fair statement of results of operations and financial position for these periods. For more information, see the section entitled “Where You Can Find More Information.”

Consolidated Statement of Operations Data  Nine Months Ended
September 30,
  Year Ended December 31,
(In millions, except share amounts, which are reflected in thousands, and per share amounts)  2019  2020  2015 (1)  2016 (1)  2017  2018  2019
Revenue  $10,078   $8,913   $1,995   $3,845   $7,932   $11,270   $14,147 
Total costs and expenses (2)   17,703    12,899    3,334    6,868    12,012    14,303    22,743 
Loss from operations   (7,625)   (3,986)   (1,339)   (3,023)   (4,080)   (3,033)   (8,596)
Income (loss) from continuing operations before income taxes and loss from equity method investment (3)   (7,376)   (6,014)   (1,603)   (3,218)   (4,575)   1,312    (8,433)
Income (loss) from discontinued operations, net of income taxes (4)   —      —      (1,098)   2,876    —      —      —   
Net income (loss) attributable to Uber Technologies, Inc.  $(7,410)  $(5,799)  $(2,688)  $(370)  $(4,033)  $997   $(8,506)
Net income (loss) per share attributable to Uber Technologies, Inc. common stockholders: (5)                                   
        Basic  $(6.79)   (3.33)   (6.57)   (0.90)   (9.46)   —      (6.81)
        Diluted  $(6.79)  $(3.33)  $(6.57)  $(0.90)  $(9.46)   —     $(6.81)
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders:                                   
Basic   1,092,241    1,739,488    408,838    411,501    426,360    443,368    1,248,353 
Diluted   1,092,241    1,739,488    408,838    411,501    426,360    478,999    1,248,353 

 

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(1)On January 1, 2017, Uber adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”), on a full retrospective basis. Accordingly, Uber’s audited consolidated financial statements for 2016 were recast to conform to ASC 606. See Note 1 – Description of Business and Summary of Significant Accounting Policies and Note 2 – Revenue to Uber’s consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of Uber’s Annual Report on Form 10-K for the year ended December 31, 2019. Comparative information for 2015 continues to be reported under the accounting standards in effect for this period and has not been recast to conform to ASC 606.
(2)Total costs and expenses include $4.4 billion and $591 million of stock-based compensation for the nine months ended September 30, 2019 and 2020, respectively. Total costs and expenses include $209 million, $128 million, $137 million, $172 million and $4.6 billion of stock-based compensation for the years ended December 31, 2015, 2016, 2017, 2018 and 2019, respectively. For the year ended December 31, 2019, total costs and expenses include $3.6 billion of stock-based compensation expense for awards with a performance-based vesting condition satisfied upon Uber’s initial public offering. For additional information, see Note 11 – Redeemable Convertible Preferred Stock, Common Stock, and Equity (Deficit) to Uber’s consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of Uber’s Annual Report on Form 10-K for the year ended December 31, 2019.
(3)Income (loss) from continuing operations before income taxes and loss from equity method investment in 2018 includes a $2.3 billion gain on the sale of Uber’s Southeast Asia operations, a $2.0 billion unrealized gain on Uber’s non-marketable equity securities related to Didi and a $954 million gain on the disposal of Uber’s Russia and Commonwealth of Independent States operations. For additional information, see Note 10 – Supplemental Financial Statement Information to Uber’s consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of Uber’s Annual Report on Form 10-K for the year ended December 31, 2019.

Income (loss) from continuing operations before income taxes and loss from equity method investment during the nine months ended September 30, 2020 includes (i) 382 million in restructuring and related charges in the second quarter of 2020 and $6 million in restructuring and related credits in the third quarter of 2020, (ii) a $111 million reversal of stock-based compensation expense, included in and offsetting the second quarter of 2020 stock-based compensation expense, related to forfeitures of awards for employees that were part of the second quarter 2020 restructuring, and (iii) an impairment charge of $1.7 billion primarily related to Uber’s investment in Didi in the first quarter of 2020.

(4)In 2016, income (loss) from discontinued operations, net of income taxes reflects a gain on disposition of discontinued operations related to the divestiture of Uber China, partially offset by the loss from operations from Uber China.
(5)For a description of Uber’s computation of basic and diluted net income (loss) per common share see Note 1 – Description of Business and Summary of Significant Accounting Policies and Note 13 – Net Income (Loss) Per Share to Uber’s consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of Uber’s Annual Report on Form 10-K for the year ended December 31, 2019.

 

Consolidated Balance Sheet Data  As of September 30,  As of December 31,
(In millions)  2020  2015 (1)  2016 (1)  2017  2018  2019 (2), (3)
Cash and cash equivalents  $6,154   $4,188   $6,241   $4,393   $6,406   $10,873 
Total assets   28,894(4)   6,740    15,713    15,426    23,988    31,761 
Long-term debt, net of current portion   6,667    1,423    3,087    3,048    6,869    5,707 
Total liabilities   18,712    4,078    9,198    11,773    17,196    16,578 
Redeemable convertible preferred stock   —      6,256    11,111    12,210    14,177    —   
Additional paid-in capital   31,549    120    209    320    668    30,739 
Accumulated deficit   (22,162)   (4,265)   (4,806)   (8,874)   (7,865)   (16,362)
Total equity (deficit)   9,633    (4,146)   (4,596)   (8,557)   (7,385)   14,872 

 

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(1)On January 1, 2017, Uber adopted ASC 606 on a full retrospective basis. Accordingly, Uber’s audited consolidated financial statements for 2016 were recast to conform to ASC 606. See Note 1 – Description of Business and Summary of Significant Accounting Policies and Note 2 – Revenue to Uber’s consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of Uber’s Annual Report on Form 10-K for the year ended December 31, 2019. Comparative information for 2015 continues to be reported under the accounting standards in effect for this period and has not been recast to conform to ASC 606.
(2)On January 1, 2019, Uber adopted ASC 842, Leases, using the modified retrospective transition method and used the effective date as the date of initial application. Consequently, financial information is not updated for periods before January 1, 2019. For additional information, see Note 1 – Description of Business and Summary of Significant Accounting Policies to Uber’s consolidated financial statements included in Part II, Item 8, “Financial Statements and Supplementary Data,” of Uber’s Annual Report on Form 10-K for the year ended December 31, 2019.
(3)On May 14, 2019, Uber closed its initial public offering, issued and sold 180 million shares of Uber common stock and received net proceeds of approximately $8.0 billion. Upon closing of such offering, (i) all Uber’s outstanding redeemable convertible preferred stock automatically converted to Uber common stock, (ii) holders of convertible notes elected to convert all outstanding notes into Uber common stock and (iii) an outstanding warrant (exercisable upon the closing of such offering) was exercised to purchase Uber common stock. For additional information, see Note 1 - Description of Business and Summary of Significant Accounting Policies included in Part II, Item 8, “Financial Statements and Supplementary Data,” of Uber’s Annual Report on Form 10-K for the year ended December 31, 2019.
(4)On January 2, 2020, Uber completed the acquisition of substantially all of the assets of Careem Inc. and its subsidiaries (collectively, “Careem”) for approximately $3.0 billion, consisting of up to approximately $1.7 billion of convertible notes issued to Careem stockholders upon the closing of Uber’s acquisition of Careem and approximately $1.3 billion in cash, subject to certain adjustments. The acquisition has been accounted for as a business combination, resulting in an increase of $2.5 billion in goodwill and $540 million in intangible assets. On July 6, 2020, Uber closed on the purchase of a controlling interest of 55% in Cornershop Global LLC (“CS-Global”) for approximately $361 million. The acquisition has been accounted for as a business combination, resulting in an increase of $370 million in goodwill and $122 million in intangible assets. On July 14, 2020, Uber completed the acquisition of 100% of the equity of Routematch Holdings, Inc. (“Routematch”) for approximately $114 million. The acquisition was accounted for as a business combination, resulting in an increase of $89 million in goodwill and $27 million in intangible assets.
(5)Amount as of September 30, 2020 includes senior notes issued in May 2020 with an aggregate principal amount of $1 billion and senior notes issued September 2020 with an aggregate principal amount of $500 million.

Pursuant to SEC Regulation S-X Rule 3-05, Uber’s acquisition of Postmates currently does not require Uber to file financial statements or pro forma financial information with the SEC with respect to Postmates as a significant subsidiary, since none of the significance tests under SEC Regulation S-X Rule 3-05 are met at the 20 percent level. The significance tests may need to be updated at the closing of the transaction based on the financial data of Uber and Postmates as of and for the year ended December 31, 2020. However, Postmates’ audited consolidated financial statements for the years ended December 31, 2019 and 2018 and Postmates’ unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2020 and 2019 are being voluntarily provided and are attached as Annex H and Annex I, respectively, to this consent solicitation statement/prospectus. Postmates’ unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, that management of Postmates considers necessary for the fair statement of the financial position and results of operations for such periods in accordance with GAAP.

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MARKET PRICE AND DIVIDEND INFORMATION

Market Prices

 

Shares of Uber common stock currently trade on the NYSE under the symbol “UBER.” There were 387 registered owners of Uber common stock at the close of business on February 19, 2020. The table below sets forth, for the calendar quarters indicated, the high and low per share closing sale prices of Uber common stock as reported by the NYSE.

 

   High   Low 
Fiscal Year Ended December 31, 2019        
First Quarter  $   $ 
Second Quarter   46.38    37.10 
Third Quarter   44.53    30.29 
Fourth Quarter   33.75    25.99 
Fiscal Year Ended December 31, 2020          
First Quarter  $41.27   $14.82 
Second Quarter   37.21    22.82 
Third Quarter   37.95    29.42 
Fourth Quarter (through November 11, 2020)   48.18    33.41 

 

On July 2, 2020, the last trading day before the announcement of the merger agreement, the last reported sale price of Uber common stock on the NYSE was $30.68. On November 11, 2020, the most recent practicable date prior to the date of this consent solicitation statement/prospectus, the last reported sale price of Uber common stock on the NYSE was $46.23.

 

Postmates is a privately held company and there is no public trading market for Postmates common stock or Postmates preferred stock.

 

Dividend Information

 

Uber has never declared or paid cash dividends on Uber common stock.

 

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RISK FACTORS

In reviewing the transaction described in this consent solicitation statement/prospectus, you should consider carefully the following risk factors, together with general investment risks and all of the other information included in, or incorporated by reference into, this consent solicitation statement/prospectus. This consent solicitation statement/prospectus also contains forward-looking statements that involve risks and uncertainties. Please read the section entitled “Special Note Regarding Forward-Looking Statements.”

The risks described below are certain material risks, although not the only risks, relating to the transaction and each of Uber, Postmates and the surviving company in relation to the transaction. The risks described below are not the only risks that Uber or Postmates currently faces or that Uber or the surviving company will face after the completion of the transaction. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially and adversely affect the business, financial condition and results of operations of Uber or the surviving company or the market price of Uber common stock following the completion of the transaction.

If any of the following risks and uncertainties develop into actual events, these events could have a material adverse effect on the business, financial condition and results of operations of Uber, Postmates and/or the surviving company. In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks Related to the Transaction

There is no assurance when or if the transaction will be completed.

The completion of the transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the merger agreement, including, among others, the expiration or termination of the applicable waiting periods under the HSR Act, no law having been enacted, or order or injunction having been issued or granted, by a governmental entity of competent jurisdiction that prohibits the completion of the mergers or results in an unacceptable condition (as described below), the receipt of the Postmates stockholder approval and the Postmates certificate amendment approval, the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part and the approval for listing on the NYSE of the shares of Uber common stock to be issued in the first merger. There can be no assurance that the conditions to the obligations of the parties to effect the mergers will be satisfied or waived. In particular, federal, state or local governmental or regulatory authorities and, in certain instances, private parties may seek to challenge the transaction and/or impose conditions on Uber, Postmates and/or the surviving company as a condition to completion of the transaction under applicable antitrust or other laws. In addition, there can be no assurance that any consents, clearances or approvals necessary or advisable to be obtained in connection with the transaction will be obtained in a timely manner or at all, or whether they will be subject to actions, conditions, limitations or restrictions that may jeopardize or delay the completion of the transaction, materially reduce or delay the anticipated benefits of the transaction or allow the parties to terminate the merger agreement. Under the terms of the merger agreement, neither Uber nor any of its subsidiaries is obligated to, or to offer, consent, agree or commit to, and neither Postmates nor any of its subsidiaries will be permitted to, or to offer, consent, agree or commit to, without the prior written consent of Uber, (i) sell, license, assign, transfer, divest, hold separate or otherwise dispose of, or otherwise take any action with respect to or affecting, certain specified assets, agreements, business or portion of business of Uber or any Uber subsidiary, or (ii) take any action that, individually or, taken together with all sales, licenses, assignments, transfers, divestitures, hold separates, waivers, modifications, terminations, or other dispositions or conveyances, conduct or behavioral commitments or other actions contemplated by the merger agreement, in the aggregate, would or would reasonably be expected to have a materially adverse effect on Postmates, Uber and/or their respective subsidiaries, in each case measured on a scale relative to the combined size of Postmates and its subsidiaries, taken as a whole (each of the items in clauses (i) and (ii), an “unacceptable condition”, and any action of the type contemplated by either clause (i) or (ii), a “divestiture action”). Divestiture actions that are unrelated to the parties’ on-demand food delivery businesses or domestic operations may give rise to, or be taken into account in determining whether there is, an unacceptable condition. For a discussion of the conditions to the completion of the transaction, see the section entitled

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The Merger Agreement—Conditions to Completion of the Transaction.” If the transaction, or the integration of the companies’ respective businesses, is not completed within the expected time frame, such delay may materially and adversely affect the synergies and other benefits that Uber and Postmates expect to achieve as a result of the transaction and could result in additional costs or liabilities, loss of revenue and other adverse effects on Uber’s and the surviving company’s business, financial condition and results of operations.

The merger agreement may be terminated in certain circumstances, including, among others, if the first merger has not been completed by the outside date of July 6, 2021 (subject to extension as described in the section entitled “The Merger Agreement—Termination of the Merger Agreement”) or if a governmental entity of competent jurisdiction has issued or granted an order, judgment, decree, ruling or injunction that results in a permanent restraint that has become final and non-appealable or requires, as a final and non-appealable condition, that Uber, Postmates or any of their respective subsidiaries take any action that would reasonably be expected to result in an unacceptable condition. Uber and Postmates can also mutually agree to terminate the merger agreement at any time prior to the effective time. Uber will be required to pay Postmates a termination fee of $145,750,000 upon termination of the merger agreement in specified circumstances. The merger agreement may also be terminated in circumstances in which such fee will not be payable. In the event that the merger agreement is terminated, the strategic alternatives available to Postmates, including remaining an independent company, and the opportunities available to Postmates to raise capital, including through a private or public equity issuance, may not be as favorable as they would have been in the absence of the transaction and/or may not be as favorable to Postmates and its stockholders as the transaction. See the section entitled “The Merger Agreement—Termination of the Merger Agreement.”

The aggregate number of shares of Uber common stock to be received by holders of Postmates capital stock in the transaction will not change between now and the time the transaction is completed for the purpose of reflecting changes in the trading price of Uber common stock. Because the market price of Uber common stock will fluctuate, Postmates stockholders cannot be sure of the value of the shares of Uber common stock they will receive in the transaction. Since the holders of Postmates preferred stock will be entitled to receive at least their liquidation preference based on the Uber closing price, the uncertainty in the value of Uber common stock received at closing will be disproportionately borne by the holders of Postmates common stock.

As a result of the first merger, each share of Postmates capital stock issued and outstanding immediately prior to the effective time (other than cancelled shares or dissenting shares) will be automatically converted into the right to receive a certain number of shares of Uber common stock in accordance with the terms of the merger agreement. The aggregate number of shares of Uber common stock to be issued collectively to Postmates stockholders in the first merger will not be adjusted for the purpose of reflecting changes in the trading price of Uber common stock. The exact value of the consideration to Postmates stockholders will therefore depend, among other factors, on the price per share of Uber common stock at the effective time, which may be greater or less than, or the same as, the price per share of Uber common stock at the time of entry into the merger agreement or the date of this consent solicitation statement/prospectus. However, the allocation of the shares of Uber common stock among holders of each class and series of Postmates capital stock may change between signing and closing as a result of changes in the trading price of Uber common stock pursuant to the application of the provisions of the Postmates amended certificate as described below.

Pursuant to the merger agreement and the Postmates amended certificate, in the first merger, the holders of Postmates preferred stock are entitled to receive the greater of (a) the sum of (i) the applicable liquidation preference of such series of Postmates preferred stock under the Postmates amended certificate (equal to $5.2669 per share for the Postmates Series E preferred stock, $7.9791 per share for the Postmates Series F preferred stock and $13.73625 per share for the Postmates Series G preferred stock) plus (ii) any declared (or, in the case of the Postmates Series G preferred stock, accrued) and unpaid dividends thereon and (b) the amount that such share would have otherwise been entitled to receive had all such shares of the applicable series of Postmates preferred stock converted into shares of Postmates common stock immediately prior to the effective time. Under the terms of the Postmates amended certificate, the value of the Uber common stock issued to Postmates stockholders in the first merger will be based on the average of the closing price per share of Uber common stock over the 10 trading day period ending five trading days prior to the closing date (the “Uber closing price”). Thus, changes in the price per share of Uber common stock between signing

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and closing will impact the determination as to whether holders of any series of Postmates preferred stock are paid their liquidation preference or paid the amount of consideration they would have been entitled to receive if shares of such series of Postmates preferred stock had converted into shares of Postmates common stock. Since the holders of Postmates preferred stock will be entitled to receive at least their liquidation preference based on the Uber closing price, the uncertainty in the value of Uber common stock received at closing will be disproportionately borne by the holders of Postmates common stock.

Pursuant to the merger agreement and the Postmates amended certificate, in the first merger, the holders of Postmates common stock are entitled to receive a number of shares of Uber common stock equal to the quotient of (a) the sum of (i) the aggregate merger consideration of approximately $2.65 billion (subject to certain adjustments set forth in the merger agreement) minus (ii) the aggregate preferred stock merger consideration, divided by (b) the number of shares of Postmates common stock outstanding on a fully diluted basis as calculated in accordance with the merger agreement.

As of November 11, 2020, the most recent practicable date prior to the printing of this consent solicitation statement/prospectus, based upon the number of shares of Postmates capital stock outstanding, the aggregate exercise price of Postmates options, stock appreciation rights and warrants, the aggregate cash, indebtedness and estimated transaction expenses of Postmates, in each case determined in accordance with the merger agreement, and the average closing price of Uber common stock over the 10 trading day period ending five trading days prior to such date, in each case as of such date, each share of Postmates common stock, Postmates Series E preferred stock, Postmates Series F preferred stock and Postmates Series G preferred stock would have been converted into 0.3473, 0.3473, 0.3473 and 0.4023 shares of Uber common stock, respectively. Because Uber’s share price will fluctuate between now and the completion of the transaction, and because the consideration will not be adjusted to reflect changes in Uber’s share price, Postmates stockholders cannot be sure of the value of the shares of Uber common stock they will receive in the transaction, and the value of the Uber common stock received by Postmates stockholders in the transaction may differ from the implied value based on the share price on the date of the merger agreement or on November 11, 2020. As a result of the preferential rights of holders of Postmates preferred stock under the Postmates amended certificate relative to holders of Postmates common stock, in certain circumstances, including if the Uber closing price above is significantly less than the Uber trading price, the value of the consideration that holders of Postmates common stock are entitled to receive in accordance with the merger agreement and the Postmates amended certificate could be substantially diminished. See the section entitled “The Transaction—Consideration to Postmates Stockholders,” including the hypothetical example set forth therein.

The market price of Uber common stock is subject to general price fluctuations in the market for publicly traded equity securities and has experienced volatility in the past. Stock price changes may result from a variety of factors, including, among others, general market and economic conditions, changes in the businesses, operations and prospects of Uber, the effects of the novel coronavirus (“COVID-19”) pandemic and an evolving regulatory landscape. Market assessments of the benefits of the transaction and the likelihood that the transaction will be completed, as well as general and industry specific market and economic conditions, may also impact the market price of Uber common stock. Many of these factors are beyond Uber’s and Postmates’ control. You should obtain current market price quotations for Uber common stock; however, as noted above, the prices at the effective time may be greater or less than, or the same as, such price quotations.

 

There has been no public market for Postmates capital stock and the lack of a public market may make it more difficult to determine the fair market value of Postmates than if there were such a public market.

The outstanding shares of Postmates capital stock are privately held and are not traded on any public market. The lack of a public market may make it more difficult to determine the fair market value of Postmates than if the outstanding shares of Postmates capital stock were traded publicly. The value ascribed to Postmates’ securities in other contexts, including in private valuations or financings, may not be indicative of the price at which the outstanding shares of Postmates capital stock may have traded on a public market. The consideration to be paid to Postmates stockholders in the first merger was determined based on negotiations between the parties and likewise may not be indicative of the price at which the outstanding shares of Postmates capital stock may have traded on a public market.

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Postmates’ directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Postmates stockholders generally.

Certain of the directors and executive officers of Postmates negotiated the terms of the merger agreement. Certain Postmates’ directors and executive officers have interests in the transaction that may be different from, or in addition to, those of Postmates stockholders. These interests include, but are not limited to, the continued employment of certain executive officers of Postmates by Uber following the completion of the transaction, the treatment in the transaction of Postmates equity awards and the severance, indemnification and other rights, as applicable, of Postmates’ directors and executive officers. Postmates’ stockholders should be aware of these interests when they consider the recommendation of the Postmates board in favor of the adoption of the merger agreement and the Postmates certificate amendment.

The members of the Postmates board were aware of and considered these interests, among other matters, in evaluating the merger agreement and the transaction, and in making the Postmates board recommendation. The interests of Postmates’ directors and executive officers are described in more detail in the section of this consent solicitation statement/prospectus entitled “Interests of Postmates’ Directors and Executive Officers in the Transaction.”

If the mergers, taken together, do not qualify as a “reorganization” under Section 368(a) of the Code, U.S. Postmates common stockholders may be required to pay additional U.S. federal income taxes.

The mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the mergers that Postmates receive an opinion from counsel dated as of the closing date to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In addition, in connection with the filing of the registration statement of which this consent solicitation statement/prospectus is a part, Latham & Watkins LLP has delivered an opinion to Postmates to the same effect as the opinion described in the preceding sentence. Each such opinion will be or is based on, among other things, certain facts, representations and covenants, each made by officers of Uber and Postmates, and assumptions, all of which must be consistent with the state of facts existing at the time of the mergers. If any of these facts, representations, covenants and assumptions are, or become, inaccurate or incomplete, such opinions may be invalid, and the conclusions reached therein could be jeopardized. An opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or the courts, which may not agree with the conclusions set forth in such opinion.

 

No ruling has been, or will be, sought by Postmates or Uber from the IRS with respect to the mergers and there can be no assurance that the IRS will not challenge the qualification of the mergers, taken together, as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge. If the IRS successfully challenges the reorganization status of the mergers, U.S. holders may be treated as if they sold their Postmates common stock in a fully taxable transaction.

 

For additional information, see the section entitled “U.S. Federal Income Tax Consequences.” The tax consequences to you of the mergers will depend on your particular facts and circumstances. Please consult your own tax advisor as to the tax consequences of the mergers in your particular circumstances, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

 

Uber and Postmates are subject to various uncertainties, including litigation and contractual restrictions and requirements while the transaction is pending, that could adversely affect their businesses, financial condition and results of operations.

During the pendency of the transaction, it is possible that customers, restaurants, independent contractor couriers, vendors and/or other persons with whom Uber or Postmates has a business relationship, including the on-trend brands and key social influencers with which Postmates has built business relationships, may elect to use the services of other meal delivery platforms or providers, delay or defer certain business decisions or decide to seek to terminate, change or renegotiate their relationships with Uber or Postmates, as the case may be, as a result of the

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transaction, which could significantly reduce the expected benefits of the transaction and/or negatively affect Uber’s or Postmates’ revenues, earnings and cash flows, as well as the market price of Uber common stock, regardless of whether the transaction is completed. Uncertainty about the effects of the transaction on employees may impair the ability to attract, retain and motivate key personnel during the pendency of the transaction and, if the transaction is completed, for a period of time thereafter. If key employees depart because of issues related to the uncertainty and difficulty of integration or a desire not to remain with Uber following the completion of the transaction, Uber and Postmates may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent. Uber and Postmates will also incur significant costs related to the transaction, some of which must be paid even if the transaction is not completed. These costs are substantial and include financial advisory, legal and accounting costs.

 

Under the terms of the merger agreement, Postmates is also subject to certain restrictions on the conduct of its business prior to the completion of the transaction, which may adversely affect its ability to execute certain of its business strategies, including, among other things, the ability in certain cases to incur indebtedness, make investments or capital expenditures, enter into, amend or terminate material contracts, commence or settle litigation, acquire or dispose of assets or make changes with respect to employee matters, including compensation and benefits matters. Such limitations could adversely affect Postmates’ business, strategy, operations and prospects prior to the completion of the transaction. Uber is also subject to certain restrictions on the conduct of its business prior to the completion of the transaction, including its ability to enter into certain transactions involving mergers, acquisitions or investments.

Also pursuant to the merger agreement, Uber has agreed to make available to Postmates interim financing of up to $100,000,000, available during the period beginning on the date of the merger agreement and ending on the one-year anniversary of the date of the merger agreement, and additional interim financing of up to $100,000,000, available on the one-year anniversary of the date of the merger agreement if the transaction has not been completed by such date. However, such interim financing may not be sufficient to meet Postmates’ cash needs. In addition, such interim financing may, if drawn, in part or in whole, (i) offset a portion of the aggregate merger consideration, (ii) offset the amount of the termination fee that may be payable by Uber to Postmates under certain circumstances, (iii) be repayable by Postmates to Uber and/or (iv) be forgiven, in each case in certain circumstances pursuant to the merger agreement.

In addition, Uber, Postmates and their respective affiliates are involved in various disputes, governmental and/or regulatory inspections, investigations and proceedings and litigation matters that arise from time to time. In certain cases, Uber and Postmates are involved in the same, or substantially similar, disputes, inspections, investigations, proceedings and litigation matters, and it is possible that the resolution or outcome of such matters may be affected as a result of the announcement, pendency or completion of the transaction, including because of any similarities or differences in, or changes resulting from the transaction to, the businesses and business practices of Uber and/or Postmates. For example, in May 2020, the California Attorney General, in conjunction with the city attorneys for San Francisco, Los Angeles and San Diego, filed a complaint in San Francisco Superior Court against Uber and certain other parties, but not Postmates, alleging violations of California Assembly Bill 5, which was amended and replaced by California Assembly Bill 2257 as of September 4, 2020. In August 2020, the San Francisco Superior Court issued a preliminary injunction enjoining Uber and Lyft from classifying drivers as independent contractors during the pendency of the lawsuit. This injunction was upheld on appeal with the injunction to take effect subject to the outcome of Proposition 22.

 

Proposition 22 is a California state ballot initiative that provides a framework for drivers and couriers that use platforms like Uber and Postmates for independent work. Based on the unofficial results published by the California Secretary of State as of the date of this filing, Proposition 22 has been approved by California voters, which means that the California Attorney General's preliminary injunction will not go into effect and drivers and couriers will be able to maintain their status as independent contractors under California law and Uber and Postmates will be required to comply with the provisions of Proposition 22. Uber and Postmates expect that Proposition 22 will go into effect in the fourth quarter of 2020.

 

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Additionally, Uber and Postmates have been the subject of other lawsuits and governmental inquiries in other jurisdictions, including, in the case of Postmates, statewide workers’ compensation audits in Washington and Ohio, a payroll tax audit in Oregon, and worker classification litigation in markets including, for example, New York, Massachusetts and Illinois, and anticipate future claims, lawsuits, arbitration proceedings, administrative actions, and government investigations and audits challenging the classification of drivers and couriers, respectively, as independent contractors. Each of Uber and Postmates believes that its current and historical approach to classification is supported by the law and intends to continue to defend itself vigorously in these matters. However, the results of litigation and arbitration are inherently unpredictable and legal proceedings related to these claims, individually or in the aggregate, could have a material impact on Uber’s and Postmates’ businesses, financial condition, results of operations and cash flows. Regardless of the outcome, litigation and arbitration of these matters may have an adverse impact on Uber and Postmates because of defense and settlement costs, diversion of management resources and other factors.

 

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the transaction.

 

Litigation relating to the transaction may be filed against the Postmates board and/or the Uber board that could result in substantial costs or delay or prevent the completion of the transaction.

In connection with the transaction, it is possible that stockholders of Postmates and/or Uber may file putative class action lawsuits against the Postmates board and/or the Uber board. Among other remedies, these stockholders could seek damages and/or to enjoin the transaction. The outcome of any litigation is uncertain and any such potential lawsuits could prevent or delay the completion of the transaction and/or result in substantial costs. Any such actions may create uncertainty relating to the transaction and may be distracting to management. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the transaction is completed may adversely affect Uber’s business, financial condition and results of operations following the completion of the transaction.

The merger agreement contains provisions that restrict the ability of Postmates to pursue alternatives to the transaction.

The merger agreement contains non-solicitation provisions that restrict the ability of Postmates to solicit, knowingly encourage or knowingly facilitate, participate in any discussions or negotiations regarding, or approve, endorse or recommend, any proposal the completion of which would constitute an alternative transaction (as defined under “The Merger Agreement—Covenants and Agreements—No Solicitation by Postmates”) for purposes of the merger agreement. In addition, the merger agreement does not permit Postmates to terminate the merger agreement in order to enter into an agreement providing for, or to complete, such an alternative transaction, even if the alternative transaction provides for the payment of consideration with a higher value per share of Postmates capital stock than the market value of Uber common stock proposed to be received or realized in the transaction. See the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation by Postmates.”

Certain stockholders of Postmates have executed a support agreement that requires each such stockholder to deliver a written consent in favor of the adoption of the merger agreement and the Postmates certificate amendment, which will constitute approval of the transaction by Postmates stockholders, even if the Postmates board changes its recommendation.

Subsequent to the execution of the merger agreement, certain stockholders of Postmates entered into a support agreement with Uber, pursuant to which each of the support stockholders has agreed, promptly (and in any event within two business days) after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective under the Securities Act by the SEC, to execute and deliver a written consent approving the adoption of the merger agreement and the Postmates certificate amendment and related matters with respect to all of their shares of Postmates capital stock entitled to act by written consent with respect thereto. The support stockholders are required to deliver such written consents even if the Postmates board changes its recommendation that Postmates stockholders approve each of the proposals. The execution and delivery of written consents by all of

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the support stockholders will constitute the Postmates stockholder approval and the Postmates certificate amendment approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval.

 

Risks Related to Uber and the Surviving Company after Completion of the Transaction

Uber may not be able to integrate the surviving company successfully or manage the combined business effectively, and many of the anticipated synergies and other benefits of acquiring Postmates may not be realized or may not be realized within the expected time frame.

Uber and Postmates entered into the merger agreement with the expectation that the transaction would result in various benefits, including, among other things, operating efficiencies, synergies and cost savings. Achieving the anticipated benefits of the transaction is subject to a number of uncertainties, including whether the businesses of Uber and Postmates can be integrated in an efficient and effective manner.

 

In addition, following the completion of the transaction, the size of Uber’s Eats business will increase beyond the current size of either Uber’s or Postmates’ business. Uber’s future success depends, in part, on its ability to manage this expanded combined business, which will pose certain challenges, including challenges related to the management and monitoring of new operations and increased costs and complexity.

It is possible that the integration process could take longer than anticipated or that the management of the combined business could be more difficult than expected, and could result in the loss of valuable employees, the disruption of ongoing businesses, processes, systems and business relationships, or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect Uber’s ability to achieve the anticipated benefits of the transaction. Uber’s results of operations could also be adversely affected by any issues attributable to either company’s operations that arise or are based on events or actions that occur before the closing. Uber may have difficulty addressing possible differences in corporate cultures, management philosophies, business practices and technological systems, and other differences between the two companies, including, for example, with respect to independent contractor couriers and batching processes. The integration process is subject to a number of risks and uncertainties, and no assurance can be given that the anticipated benefits of the transaction will be realized or, if realized, the timing of their realization. Failure to achieve these anticipated benefits could adversely affect Uber and the surviving company’s future businesses, financial condition, results of operations and prospects.

The COVID-19 pandemic and the impact of actions taken to mitigate the pandemic has adversely affected the businesses, financial condition and results of operations of each of Uber and Postmates, and may continue to adversely affect the businesses, financial condition and results of operations of Uber and the surviving company following the completion of the transaction.

In March 2020, the World Health Organization declared the outbreak of COVID-19 a pandemic. It is not possible to accurately predict the full impact of the COVID-19 pandemic on the business, financial condition and results of operations of Uber, Postmates or the surviving company due to the evolving nature of the COVID-19 pandemic and the extent of its impact across industries and geographies and numerous other uncertainties, including the duration and spread of the outbreak, additional actions that may be taken by governmental entities, the further impact on drivers, restaurants, consumers and business partners, and other factors. In addition, there can be no assurance that any efforts taken by Uber, Postmates or the surviving company to address the adverse impacts of the COVID-19 pandemic or actions taken to contain the COVID-19 pandemic or its impact will be effective or will not result in significant additional costs. If Uber or Postmates is unable to recover from a business disruption on a timely basis or otherwise mitigate the adverse effects of the COVID-19 pandemic, the businesses, financial condition and results of operations of Uber, Postmates and the surviving company following the completion of the transaction could be materially and adversely affected, and the transaction and efforts to integrate the businesses of the two companies may be delayed or become more costly or difficult. For a more detailed discussion of the impacts of the COVID-19 pandemic on Uber’s business, results of operations, financial position and cash flows, see the “Risk Factors” section and other disclosures in Uber’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, which is incorporated by reference herein.

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Uncertainties associated with the transaction may cause a loss of management personnel and other key employees, and Uber and the surviving company may have difficulty attracting and motivating management personnel and other key employees, which could adversely affect the future businesses and operations of Uber and the surviving company.

Uber and Postmates are dependent on the experience and industry knowledge of their respective management personnel and other key employees to execute their business plans. Uber’s success after the completion of the transaction will depend in part upon the ability of Uber to attract, motivate and retain key management personnel and other key employees of Uber and Postmates. Prior to completion of the transaction, current and prospective employees of Uber and Postmates may experience uncertainty about their roles following the completion of the transaction, which may have an adverse effect on the ability of each of Uber and Postmates to attract, motivate or retain management personnel and other key employees. In addition, no assurance can be given that Uber will be able to attract, motivate or retain management personnel and other key employees of Uber and Postmates to the same extent that Uber and Postmates have previously been able to attract or retain their respective employees. If management personnel or other key employees terminate their employment, Uber’s and the surviving company’s business activities may be adversely affected and management attention may be diverted from successfully integrating Uber and Postmates to hiring suitable replacements, all of which may cause Uber’s and the surviving company’s businesses and operations following the completion of the transaction to suffer.

Completion of the transaction may trigger change in control, assignment or other provisions in certain agreements to which Postmates is a party, which may have an adverse impact on the surviving company’s business and results of operations.

The completion of the transaction may trigger change in control, assignment and other provisions in certain agreements to which Postmates is a party. If Uber and Postmates are unable to negotiate waivers of or consents under those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages or other remedies. Even if Uber and Postmates are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Uber or the surviving company. Any of the foregoing or similar developments may have an adverse impact on the businesses, financial condition and results of operations of Uber and the surviving company following the completion of the transaction, or the ability to successfully integrate their respective businesses and/or execute their respective strategies.

Following the transaction, the market price of Uber common stock may be affected by factors different from those affecting the shares of Uber common stock or Postmates capital stock currently, and Postmates stockholders will hold an interest in a company with a different mix of assets, risks and liabilities, and a different financial profile and other characteristics, than the company in which they currently hold an interest.

The market price of Uber common stock after the transaction may be affected by factors different from those affecting the shares of Uber common stock or Postmates common stock currently. In the first merger, holders of Postmates capital stock will become holders of Uber common stock. Uber’s business and financial position differs from that of Postmates in important respects. For example, while Postmates operates solely in the on-demand delivery space in the United States, Uber has multiple businesses that operate globally, with operations in 68 countries as of September 30, 2020. In addition to Eats, its food delivery business, Uber has a ridesharing business that connects consumers with drivers who provide rides in a variety of vehicles, a freight business that connects shippers with carriers in the freight industry, and businesses focused on the development of technologies to provide autonomous vehicle and new mobility solutions, among others. Certain of these businesses have seen significant adverse impacts as a result of COVID-19, for example, by reducing the demand for Uber’s mobility offerings globally and affecting travel behavior and demand more generally. Furthermore, to support social distancing, Uber has temporarily suspended UberPOOL, its shared rides offering, globally. In addition, certain litigation risks related to Postmates’ business, including with respect to outstanding litigation related to the alleged misclassification of independent contractor couriers, may be different with respect to Uber’s business, given that Uber’s business profile and business practices differ from those of Postmates. Accordingly, the results of operations of Uber, including the surviving

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company, and the market price of Uber common stock after the completion of the transaction may be affected by factors different from those currently affecting the results of operations of each of Uber and Postmates or the shares of Uber common stock or Postmates common stock on a standalone basis, and Postmates stockholders will hold an interest in a company with a different mix of assets, risks and liabilities, and a different financial profile and other characteristics, than the company in which they currently hold an interest. For a discussion of the business of Uber and of certain factors to consider in connection with that business, see the documents incorporated by reference in this consent solicitation statement/prospectus and referred to under “Where You Can Find More Information.”

 

Postmates stockholders will have a significantly lower ownership and voting interest in Uber following the transaction than they currently have in Postmates and will exercise less influence over management.

Based on the consideration payable to holders of Postmates capital stock pursuant to the merger agreement and the number of shares of Uber common stock outstanding as of October 29, 2020, it is expected that, immediately after completion of the transaction, former Postmates stockholders will own approximately 4.6% of the outstanding Uber common stock. Consequently, former Postmates stockholders will have less influence over the management and policies of Uber than they currently have over the management and policies of Postmates.

The shares of Uber common stock to be received by Postmates stockholders upon completion of the transaction will have different rights from shares of Postmates capital stock.

Upon completion of the transaction, Postmates stockholders will no longer be stockholders of Postmates, but will instead become stockholders of Uber, and their rights as Uber stockholders will be governed by the terms of Uber’s amended and restated certificate of incorporation (the “Uber certificate”) and Uber’s amended and restated bylaws (the “Uber bylaws”). The terms of the Uber certificate and the Uber bylaws are in some respects materially different from the terms of the Postmates certificate and Postmates’ bylaws (the “Postmates bylaws”), which, together with certain investment agreements entered into by Postmates and certain holders of Postmates capital stock, currently govern the rights of Postmates stockholders. For a discussion of the different rights associated with shares of Postmates capital stock and shares of Uber common stock, see the section entitled “Comparison of Stockholders’ Rights.”

Uber will incur significant transaction and integration-related costs in connection with the transaction, which could adversely affect Uber’s ability to execute its integration plan and achieve the anticipated benefits of the transaction.

Uber expects to incur a number of non-recurring costs associated with the transaction and combining the operations of the two companies. Uber continues to assess the magnitude of these transaction and integration-related costs, and additional unanticipated costs may also be incurred. Although Uber expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses of Uber and Postmates, should allow Uber to offset integration-related costs over time, this net benefit may not be achieved in the near term or at all.

The market price of Uber common stock may decline as a result of the transaction and the issuance of shares of Postmates common stock to Postmates stockholders in the transaction may have a negative impact on Uber’s financial results, including earnings per share.

The market price of Uber common stock may decline as a result of the transaction, and holders of Uber common stock (including holders of Postmates capital stock that receive Uber common stock in the first merger) could see a decrease in the value of their investment in Uber common stock, if, among other things, Uber and the surviving company are unable to achieve the expected growth in earnings, or if the anticipated benefits, including synergies, cost savings, innovation and operational efficiencies, from the transaction are not realized, or if the transaction and integration-related costs related to the transaction are greater than expected. The market price of Uber common stock may also decline if Uber does not achieve the anticipated benefits of the transaction as rapidly or to the extent expected by financial or industry analysts or if the effects of the transaction on Uber’s financial position, results of operations or cash flows are not otherwise consistent with the expectations of financial or industry analysts. The issuance of shares of Uber common stock in the transaction could on its own have the effect of depressing the market price for Uber common stock. In addition, some Postmates stockholders may decide not to hold the shares of

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Uber common stock they receive as a result of the transaction, and any such sales of Uber common stock could have the effect of depressing the market price for Uber common stock. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, Uber common stock, regardless of the actual operating performance of Uber or the surviving company following the completion of the transaction.

 

If the first merger is completed, approximately 84.3 million shares of Uber common stock are estimated to be issuable to Postmates stockholders pursuant to the merger agreement, representing approximately 4.6% of the number of shares of Uber common stock outstanding as of October 29, 2020. Following the issuance of shares of Uber common stock in the first merger, Uber’s earnings per share may be lower than would have been reported by Uber in the absence of the transaction. There can be no assurance that any increase in Uber’s earnings per share will occur, even over the long term. Any increase in Uber’s earnings per share as a result of the mergers requires, among other things, Uber to successfully manage the operations of Postmates and increase the consolidated earnings of Uber after the transaction, which is subject to significant risks and uncertainties, as described elsewhere in this “Risk Factors” section.

The Postmates unaudited forecasted financial information included in this consent solicitation statement/prospectus is presented for illustrative purposes only and does not represent the actual financial position or results of operations of Postmates, Uber or the surviving company following the transaction.

The Postmates unaudited forecasted financial information contained in this consent solicitation statement/prospectus is presented for illustrative purposes only, contains a variety of adjustments, assumptions and preliminary estimates and does not represent the actual financial position or results of operations of Uber or Postmates prior to the transaction or that of Uber or the surviving company following the transaction. In addition, the transaction and post-transaction integration process may give rise to unexpected liabilities and costs, including costs associated with the defense and resolution of transaction-related litigation or other claims. Unexpected delays in completing the transaction or in connection with the post-transaction integration process may significantly increase the related costs and expenses incurred by Uber and/or Postmates. The actual financial positions and results of operations of Uber and Postmates prior to the transaction and that of Uber and the surviving company following the transaction may be different, possibly materially, from the Postmates unaudited forecasted financial information included in this consent solicitation statement/prospectus. In addition, the assumptions used in preparing the Postmates unaudited forecasted financial information included in this consent solicitation statement/prospectus may not prove to be accurate and may be affected by other factors, including factors beyond the control of each of Uber and Postmates.

Risks Related to Uber’s Business

You should read and consider the risk factors specific to Uber’s business that will also affect the surviving company after the completion of the transaction. These risks are described in Part I, Item 1A of Uber’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, Part II, Item 1A of Uber’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020 and in other documents that are incorporated by reference into this consent solicitation statement/prospectus. See the section entitled “Where You Can Find More Information.”

 

Risks Related to Postmates’ Business

Postmates’ business, financial condition, results of operations and growth could be materially harmed by the effects of the COVID-19 pandemic.

Postmates is subject to risks related to public health crises, such as the COVID-19 pandemic. As a result of COVID-19, numerous state and local jurisdictions have imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. Starting in mid-March 2020, the governor of California, where Postmates’ headquarters are located, issued “shelter-in-place” or “stay at home” orders restricting non-essential activities, travel and business operations for an indefinite period of time, subject to certain exceptions for necessary activities. Furthermore, as a result of the governor’s order and similar orders in Postmates’ other office locations, Postmates has asked that all employees who are able to do so work remotely, and it is possible that widespread remote work

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arrangements could have a negative impact on Postmates’ operations, the execution of its business plans, and productivity and availability of key personnel and other employees necessary to conduct its business. If a natural disaster, power outage, connectivity issue or other event were to occur that impacted Postmates’ employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for Postmates to continue its business for a substantial period of time. In addition to the office closures, the COVID-19 pandemic and related restrictions have resulted in some of Postmates’ merchants closing their operations temporarily, and in some cases permanently, and an increase in customer and merchant calls into Postmates’ customer support team which has resulted in some temporary response delays and outages, each of which have negatively impacted Postmates’ business and operations. Further, in connection with the COVID-19 pandemic certain states and municipalities, including Los Angeles, which is Postmates’ largest market, have either imposed or are considering imposing caps on the commissions on-demand delivery providers can charge merchants. If more states and municipalities were to implement similar or more restrictive caps, or if commission caps were to remain in place following the resolution of the pandemic, Postmates’ business could be materially impacted. The ongoing impact of these factors, and any others that may result in the future, depends on the duration and severity of the COVID-19 pandemic’s impact, which is difficult to assess or predict. As a result, the impact of these or any future factors could be substantially worse than what Postmates has experienced to date.

 

While Postmates has experienced growth in the number of partner merchants and active customers on Postmates’ platform during the COVID-19 pandemic, Postmates cannot be certain whether it will retain such merchant partners and customers or maintain the current level of demand for its services. Further, Postmates cannot be certain what, if any, effect the COVID-19 pandemic could have on the number of independent contractor couriers that are active on Postmates’ platform. If any adverse events occur that result in the number of independent contractor couriers on Postmates’ platform decreasing significantly, Postmates’ business would be seriously harmed.

The widespread pandemic has also resulted, and may continue to result, in significant disruption of global financial markets, reducing Postmates’ ability to access capital, which could in the future negatively affect Postmates’ liquidity, including its ability to repay its outstanding credit facilities. In addition, a recession or market correction resulting from the continued spread of COVID-19, as well as the significant increase in unemployment in the United States, could have a significant impact on disposable income, which would seriously harm Postmates’ business.

Postmates operates in a rapidly evolving industry, which makes it difficult to evaluate Postmates’ future prospects and may increase the risk that Postmates will not be successful.

Postmates has focused on its on-demand delivery platform for food and goods since its founding in 2011, and its business continues to evolve. Postmates regularly makes updates to its platform features and pricing methodologies. As a result, Postmates’ platform and pricing model have not been fully proven, and it operates in a rapidly evolving industry that may not develop as expected. Assessing Postmates’ business and future prospects is challenging in light of the risks and difficulties it may encounter. These risks and difficulties include Postmates’ ability to:

·accurately forecast its revenue and plan its operating expenses;
·attract and retain customers, merchants and independent contractor couriers using its platform in a cost-effective manner;
·successfully compete with other companies that are currently in, or may in the future enter, the business of providing customers on-demand delivery of food and goods and with traditional, on-demand ordering initiated via telephone;
·respond to competitive developments, including pricing changes and the introduction of new products and services by competitors;
   
·successfully expand in existing markets and enter new markets;
·increase the adoption of the Postmates Unlimited program;
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·successfully launch new services and enhance the Postmates platform and its features, including in response to new trends or competitive dynamics or consumer needs;
·avoid interruptions or disruptions in its service;
·manage its business and operations during the COVID-19 pandemic;
·hire, integrate and retain talented sales, customer service, engineers and other personnel;
·comply with existing and new laws and regulations applicable to its business;
·maintain and enhance its reputation and the value of its brand; and
·effectively manage growth in its platform, personnel and operations.

Postmates has a history of net losses and could continue to incur substantial net losses in the future.

Postmates has incurred net losses since its incorporation. Postmates incurred net losses of approximately $129.3 million, $420.3 million, $343.8 million and $170.2 million during 2018 and 2019 and during the nine months ended September 30, 2019 and 2020, respectively. Postmates had an accumulated deficit of approximately $994.4 million as of September 30, 2020.

 

As Postmates strives to grow its business, its expenses may increase, particularly as it makes investments to scale and expand its business. These investments may not result in increased revenue or higher growth and may prove more expensive than Postmates currently anticipates. In addition, Postmates may encounter unforeseen or unpredictable factors, including unforeseen operating expenses, complications or delays. While Postmates’ revenue has grown in recent years, this growth rate may not be sustainable, and if its revenue declines or fails to grow at a rate faster than increases in its operating expenses, Postmates may not achieve or maintain profitability in future periods.

The status of couriers who use the Postmates app as independent contractors, rather than employees, is being challenged and if such challenges are successful, Postmates’ costs could increase, Postmates may be required to alter its existing business model and operations, and Postmates’ ability to add couriers to its platform could be adversely impacted, each of which could seriously harm Postmates’ business.

Postmates is involved in multiple lawsuits and government actions that claim that Postmates’ couriers should be treated as employees rather than as independent contractors. While Postmates believes Postmates’ couriers are properly classified as independent contractors, Postmates has incurred, and will continue to incur, costs, including significant legal fees, in defending the status of Postmates’ couriers as independent contractors. Adverse determinations regarding the independent contractor status of Postmates’ couriers could, among other things, entitle such individuals to medical insurance, the reimbursement of certain expenses and to the benefit of wage and hour laws, such as those pertaining to minimum wage and overtime, and could result in Postmates being liable for employment and withholding tax and benefits for such individuals, as well as other related liabilities. Any such adverse determination could significantly increase Postmates’ costs to serve its customers, which could seriously harm Postmates’ business.

Further, the state of the law regarding independent contractor status varies from jurisdiction to jurisdiction and among governmental agencies and is subject to change based on court decisions and regulation. For example, on April 30, 2018, the California Supreme Court adopted a new standard, referred to as the “ABC” test, for determining whether a company “employs” or is the “employer” for purposes of the California Wage Orders in its decision in the Dynamex Operations West, Inc. v. L.A. Superior Court case. The Dynamex decision alters the analysis of whether an individual has been properly classified as an independent contractor in California, making it more difficult to properly classify a worker as such. The California legislature subsequently passed California Assembly Bill 5, which purported to codify the “ABC” test in the Dynamex decision and expand its application and went into effect on January 1, 2020. California Assembly Bill 5 was amended and replaced by California Assembly Bill 2257, which maintained the “ABC” test as the default standard for independent

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contractor misclassification but revised its application, as of September 4, 2020. The passage of the California legislation could lead to additional challenges to the independent contractor classification of couriers who use the Postmates app in California, where approximately 26% of couriers who use the Postmates app were located as of September 30, 2020. If the state of law, legislation or regulations regarding independent contractors change adversely in various jurisdictions, including any changes similar to the Dynamex decision or California legislation, it would increase the already existing risk that couriers who use the Postmates app could be construed as employees. In January 2020, Postmates, along with several other co-plaintiffs, including Uber, filed a complaint in the California federal district court challenging California Assembly Bill 5 as unconstitutional. Postmates and the other plaintiffs filed a motion for preliminary injunction, which the trial court denied and is currently on appeal to the Ninth Circuit for a hearing in November 2020. In September 2020, the trial court dismissed the complaint with leave to amend. Postmates’ efforts to challenge how couriers who use the Postmates app are classified may be ineffective and could result in substantial costs and a diversion of resources, which could seriously harm Postmates’ business.

 

In November 2020, California voters voted on Proposition 22, a California state ballot initiative that provides a framework for drivers and couriers that use platforms like Uber and Postmates for independent work. Based on the unofficial results published by the California Secretary of State as of the date of this filing, Proposition 22 has been approved by California voters, which means that the California Attorney General's preliminary injunction will not go into effect and drivers and couriers will be able to maintain their status as independent contractors under California law and Uber and Postmates will be required to comply with the provisions of Proposition 22. Uber and Postmates expect that Proposition 22 will go into effect in the fourth quarter of 2020.

Additionally, Postmates has been the subject of other lawsuits and governmental inquiries in other jurisdictions, including statewide workers’ compensation audits in Washington and Ohio, a payroll tax audit in Oregon, and worker classification litigation in markets including, for example, New York, Massachusetts, and Illinois, and anticipates additional challenges to the independent contractor classification of Postmates’ couriers, including potential future claims, lawsuits, arbitration proceedings, administrative actions, and government investigations and audits.

Any adverse determination in these matters or implementation of laws, legislation or regulations, such as California Assembly Bill 5, California Assembly Bill 2257 or similar measures in other jurisdictions, which may result in couriers who use the Postmates app being construed as employees could result in Postmates having to incur additional expenses to employ couriers and could seriously harm Postmates’ business. In addition, a determination in, or settlement of, any legal proceeding or legislation that results in couriers who use Postmates’ app being classified as employees may require Postmates to significantly alter its existing business model and operations and impact its ability to contract with independent contractor couriers to its platform, each of which could seriously harm Postmates’ business.

While an outcome adverse to Uber or Postmates with respect to a change in applicable law or the interpretation thereof and/or one or more lawsuits or other proceedings in connection with the pending matters described above could materially impact the business and financial condition of Uber and Postmates, or of the combined company following the transaction, it may not, in and of itself, give rise to a right of either party to terminate the transaction. As described under “The Merger Agreement—Conditions to Completion of the Transaction,” the absence since the date of the merger agreement of any effects that, individually or in the aggregate, have had or would reasonably be expected to have a “material adverse effect” (as defined under “The Merger Agreement—Representations and Warranties”) on Postmates or Uber is a condition to the obligations of Uber and Postmates, respectively, to effect the mergers. However, effects to the extent resulting or arising from specified factors will not be deemed to constitute a material adverse effect or be taken into account when determining whether a material adverse effect exists or has occurred, including, among others, changes after the date of the merger agreement in (i) general United States or global economic, political or regulatory conditions, (ii) applicable law or the interpretation thereof and (iii) general conditions in any industry or industries in which the applicable party and its subsidiaries operate, except to the extent certain effects (including as set forth in the preceding clauses (i), (ii) and (iii)) have had a disproportionate adverse impact on such party or any of its subsidiaries relative to other companies operating in the industry or industries in which such party and its subsidiaries operate. Accordingly, the foregoing matters may not give rise to a right of a party to terminate the merger agreement to the extent they result from general regulatory or industry

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conditions or changes in law or the interpretation thereof, and either such changes preceded the date of the merger agreement or do not disproportionately adversely impact the applicable party to the merger agreement. In addition, as described under “The Merger Agreement—Conditions to Completion of the Transaction,” it is a condition to the obligations of Uber and Postmates to effect the mergers that the other party’s representations and warranties made in the merger agreement are accurate as of the date of the merger agreement and as of the closing date, subject to certain materiality thresholds, and the parties’ representations and warranties include, among other matters, representations and warranties regarding legal proceedings and compliance with law, each of which is subject to a material adverse effect threshold at closing. In addition to such materiality thresholds, these representations and warranties are qualified by confidential disclosures of the parties, including certain disclosures relating to certain of the lawsuits and other proceedings described above, and in the case of Uber, by disclosures in its filings with the SEC, which include disclosures relating to such lawsuits and other proceedings. Accordingly, even if the foregoing matters constituted a breach of the parties’ representations and warranties, such breach may not give rise to a right of a party to terminate the merger agreement to the extent they are disclosed as exceptions to the applicable party’s representations and warranties made in the merger agreement or do not exceed the applicable materiality thresholds.

If Postmates fails to retain its existing customers, merchants and independent contractor couriers or to acquire new customers, merchants and independent contractor couriers in a cost-effective manner, Postmates’ revenue may be seriously harmed.

The growth of Postmates’ business and revenue is dependent upon its ability to continue to grow its platform by retaining its existing customers, merchants, in particular partner merchants, and independent contractor couriers and adding new customers, merchants, in particular partner merchants, and independent contractor couriers. If Postmates fails to retain its customers, merchants, or independent contractor couriers, the value of Postmates’ platform will be diminished. Typically, Postmates’ merchants have the right to terminate their contractual relationships with Postmates at any time, and Postmates has in the past, and may in the future, face claims by restaurants and other merchants whose products or services Postmates makes available without a contractual relationship. In addition, although Postmates believes that many of its customers, merchants and independent contractor couriers originate from word-of-mouth and other non-paid referrals, Postmates expects to continue to expend resources, offer discounts and run promotions to acquire additional customers, merchants and independent contractor couriers. There can be no assurance that the revenue from customers and merchants Postmates acquires will ultimately exceed the cost of acquisition.

In addition, if Postmates fails to continue to provide independent contractor couriers with flexibility on its platform, compelling opportunities to earn income and other incentive programs that are comparable or superior to those of its competitors, Postmates may fail to attract new couriers, retain current couriers or increase their utilization of Postmates’ platform. If independent contractor couriers are unsatisfied with Postmates’ merchants or its platform, Postmates’ ability to attract and retain couriers who satisfy Postmates’ screening criteria and procedures in a cost-effective manner and to increase utilization of its platform could be adversely affected. In addition, changes in certain laws and regulations, such as immigration laws, could affect Postmates’ ability to attract and retain independent contractor couriers. If Postmates is unable to attract independent contractor couriers on favorable terms or increase utilization of its platform by existing couriers or loses couriers to competitors, Postmates may not be able to meet the demand of its customers and merchants or achieve its growth objectives and Postmates’ business and prospects could be seriously harmed.

 

If Postmates fails to manage its growth effectively, Postmates’ brand and business could be seriously harmed.

Postmates has experienced rapid growth in its headcount and operations. In addition, Postmates’ strategy is to expand in existing markets and also to expand operations into new markets. This growth places substantial demands on management and Postmates’ operational infrastructure. Postmates has made and intends to continue to make substantial investments in its technology, customer service and sales and marketing infrastructure. As Postmates continues to grow, Postmates must effectively integrate, develop and motivate a large number of new employees, while maintaining the beneficial aspects of its company culture. If Postmates is unable to manage the growth of its business and operations effectively, the quality of its platform and efficiency of its operations could suffer, which could seriously harm Postmates’ brand and business.

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Postmates relies on its merchants and Postmates for many aspects of its business, and any failure by them to maintain their service levels could harm Postmates’ business.

Postmates relies on its merchants, many of which are small and local independent businesses, to provide quality food and goods to its customers, and on its fleet of independent contractor couriers, to deliver in a reliable and timely manner. If these merchants experience difficulty servicing customer demand, producing quality food or products, providing timely delivery of the finished food or products to Postmates’ independent contractor couriers or meeting Postmates’ other requirements or standards, Postmates’ reputation and brand could be damaged. Similarly, if Postmates’ independent contractor couriers fail to deliver food in a reliable and timely manner, cause injuries or fail to meet Postmates’ other requirements or standards, Postmates’ brand and reputation could be damaged. In addition, if merchants on Postmates’ platform were to cease operations, temporarily or permanently, face financial distress or other business disruption, or if Postmates’ relationships with its merchants were to deteriorate, Postmates may not be able to provide customers with a sufficient range of choices. This risk could be more pronounced in markets where Postmates has fewer merchants using its platform. In addition, if Postmates is unsuccessful in recruiting popular merchants to its platform, fails to negotiate satisfactory pricing terms with them or ineffectively manages these relationships, or if Postmates loses independent contractor couriers or fails to attract new couriers, in existing or new markets for any reason, Postmates’ business could be seriously harmed.

Postmates experiences significant seasonal fluctuations in its operating results.

Postmates’ business is highly dependent on customer and courier behavior patterns. Historically, Postmates has generally experienced a relative increase in customer activity from September to April and a relative decrease in customer activity from May to August as well as during the holiday season in late November and December. In addition, Postmates has benefited from increased customer order volume in its campus markets when school is in session and has experienced a decrease in customer order volume when school is not in session, during summer breaks and other vacation periods. Customer activity can also be impacted by cold or inclement weather, which typically increases order volume, and warm or sunny weather, which typically decreases order volume. Courier activity is also impacted by weather, with the number of available couriers generally decreasing during periods of inclement weather. In addition, other seasonality trends may develop and the existing seasonality and customer and courier behavior that Postmates experiences may change or become more extreme.

 

Postmates expects a number of factors to cause Postmates’ results of operations to fluctuate on a quarterly and annual basis, which may make it difficult to predict Postmates’ future performance.

Postmates’ results of operations could vary significantly from quarter to quarter and year to year because of a variety of factors, many of which are outside of Postmates’ control. As a result, comparing Postmates’ results of operations on a period-to-period basis may not be meaningful. In addition to other risk factors discussed in this section, factors that may contribute to the variability of Postmates’ quarterly and annual results include:

·Postmates’ ability to accurately forecast revenue and appropriately plan its expenses;
·the timing of an annual or quarter end and how it corresponds to Postmates’ weekly processing for its partner merchants;
·changes to financial accounting standards and the interpretation of those standards, which may affect the way Postmates recognizes and reports its financial results;
·the effectiveness of Postmates’ internal controls;
·the impact of the COVID-19 pandemic on Postmates’ business; and
·the timing of stock-based compensation expenses.
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The impact of one or more of the foregoing and other factors may cause Postmates’ operating results to vary significantly. As such, quarter to quarter and year over year comparisons of Postmates’ operating results may not be meaningful and should not be relied upon as an indication of future performance.

Postmates faces potential liability, expenses for legal claims and harm to Postmates’ business based on the nature of Postmates’ business and the content on its platform.

Postmates faces potential liability, expenses for legal claims and harm to its business, reputation and brand relating to the nature of the on-demand food delivery business, including potential claims related to food offerings, delivery and quality. For example, third parties could assert legal claims against Postmates in connection with personal injuries related to food poisoning from food prepared by restaurants on its platform, tampering or accidents caused by Postmates’ independent contractor couriers while making a delivery to a customer, or the sale of alcoholic beverages by merchants on the Postmates platform to underage customers. Reports, whether true or not, of food-borne illnesses and injuries caused by food tampering have severely injured the reputations of participants in the food business and could do so in the future as well. Further, if any such report were to affect one or more of the merchants on the Postmates platform, it could reduce customer confidence in and use of Postmates’ products and offerings. The potential for acts of terrorism on food supply also exists and, if such an event occurs, it could seriously harm Postmates’ business.

Postmates also faces potential liability and expenses for legal claims relating to the information that Postmates publishes on its mobile application and website, including claims for patent, trademark and copyright infringement, defamation, libel and negligence, among others, and relating to accidents or damages involving Postmates’ independent contractor couriers while they are making deliveries to customers.

In addition, illegal, improper or otherwise inappropriate activities by customers, merchants or independent contractor couriers, including the activities of individuals who may have previously engaged with, but are not then receiving or providing services offered through, Postmates’ platform or individuals who are intentionally impersonating Postmates’ customers, merchants or independent contractor couriers or the activities of independent contractor couriers while making deliveries to Postmates’ customers, have occurred, could occur again and could seriously harm Postmates’ business. These activities may include assault, battery, theft, unauthorized use of credit and debit cards or bank accounts, sharing of customer accounts and other misconduct. While Postmates has implemented various measures intended to anticipate, identify and address the risk of these types of activities, these measures may not adequately address or prevent all illegal, improper or otherwise inappropriate activity by these parties from occurring. Such conduct could expose Postmates to liability, including through litigation, and adversely affect its brand or reputation, and thereby seriously harm Postmates’ business.

While Postmates maintains insurance coverage for risks related to its business, such insurance may not be sufficient to cover the losses associated with such liabilities or expenses, and premiums relating to such insurance could increase in the future, any of which could adversely affect Postmates’ business, financial condition and results of operations.

 

Any failure to maintain, protect and enhance Postmates’ brand may hurt Postmates’ ability to retain or expand its base of customers, merchants and independent contractor couriers and its ability to increase their levels of engagement. Unfavorable media coverage, including social media, could seriously harm Postmates’ business.

Developing, maintaining and enhancing awareness and integrity of Postmates’ brand and reputation in a cost-effective manner is important to achieving widespread acceptance and use of the Postmates platform and continuing to attract and retain customers and, in turn, merchants and independent contractor couriers. As part of its business, Postmates has built partnerships with on-trend brands and paid and organic promotions from key social influencers to enhance its brand. The strength of Postmates’ brand will depend largely on Postmates’ ability to provide quality services at competitive prices, the perceived value of its platform and its ability to provide satisfactory support. Brand promotion activities may not yield increased revenue, and even if they do, the increased revenue may not offset the expenses Postmates incurs in enhancing and maintaining its brand and reputation. In order to protect its brand, Postmates also expends substantial resources to register and defend its trademarks and to prevent others from using the same or substantially similar marks. Despite these efforts, Postmates may not always be successful in protecting its intellectual property, and Postmates may suffer dilution, loss of reputation or other harm to its brand.

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Unfavorable publicity regarding Postmates’ platform, independent contractor couriers, customer service or privacy practices could also harm Postmates’ reputation and diminish confidence in, and the use of, its services. In addition, negative publicity related to key brands or influencers that Postmates has partnered with may damage Postmates’ reputation, even if the publicity is not directly related to Postmates. If Postmates fails to maintain, protect and enhance its brand successfully or to maintain loyalty among its customers, merchants and independent contractor couriers, or if Postmates incurs substantial expenses in unsuccessful attempts to maintain, protect and enhance its brand, Postmates may fail to attract or retain customers, merchants and independent contractor couriers and Postmates’ business could be seriously harmed.

 

Postmates may not timely and effectively scale and adapt its existing technology and network infrastructure to ensure that its platform is accessible, which could seriously harm Postmates’ business.

It is critical to Postmates’ success that its customers, merchants and independent contractor couriers be able to access its platform at all times. Postmates has previously experienced service disruptions, and in the future, Postmates may experience service disruptions, outages or other performance problems due to a variety of factors, including infrastructure changes, human, hardware or software errors, capacity constraints due to an overwhelming number of customers accessing its platform simultaneously, and denial of service or fraud or security attacks. In some instances, Postmates may not be able to identify the cause or causes of these performance problems within an acceptable period of time or at all. It may become increasingly difficult to maintain and improve the availability of Postmates’ platform, especially during peak usage times and as Postmates’ services become more complex and its customer traffic increases. If Postmates’ platform is unavailable when customers attempt to access it or it does not load as quickly as they expect, customers may seek other services and may not return to Postmates’ platform as often in the future, or at all. This would harm Postmates’ ability to attract new customers, merchants and independent contractor couriers and decrease the frequency with which they use Postmates’ platform. To the extent that Postmates does not effectively address capacity constraints, respond adequately to service disruptions, upgrade its systems as needed or continually develop its technology and network architecture to accommodate actual and anticipated changes in technology, Postmates’ business could be seriously harmed.

 

The impact of economic conditions, including the resulting effect on consumer spending, may seriously harm Postmates’ business.

Postmates’ performance is subject to economic conditions and their impact on levels of consumer spending. Some of the factors impacting discretionary consumer spending include general economic conditions, the severity and duration of the ongoing COVID-19 pandemic, wages and employment, consumer debt, reductions in net worth based on severe market declines, residential real estate and mortgage markets, taxation, fuel and energy prices, interest rates, consumer confidence, political and economic crises and other macroeconomic factors. In addition, there is a risk that consumer sentiment may decline as a result of market disruptions caused by severe weather conditions, unseasonable weather, natural disasters, health hazards such as the outbreak of contagious diseases, terrorist activities, political crises or other major events or the prospect of these events, each of which could seriously harm Postmates’ business. Moreover, the majority of merchants on Postmates’ platform are located in major metropolitan areas such as Los Angeles, New York City, Miami, Phoenix and Las Vegas. To the extent any one of these geographic areas experience any of the above described conditions to a greater extent than other geographic areas, the harm to Postmates’ business could be exacerbated.

 

Postmates’ user growth and engagement on mobile devices depend upon effective operation with mobile operating systems, networks and standards that Postmates does not control.

Mobile devices are increasingly used for marketplace transactions. A significant and growing portion of Postmates’ customers access its platform through mobile devices. There is no guarantee that popular mobile devices will continue to support Postmates’ platform, that the use of mobile devices for marketplace transactions will be available on commercially reasonable terms, or that mobile device users will use Postmates’ platform rather than competing products. Postmates is dependent on the interoperability of its platform with popular mobile operating systems that Postmates does not control, such as Android and iOS, and any changes in such systems that

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degrade the functionality of its website or applications or give preferential treatment to competitors could adversely affect its platform’s usage on mobile devices. Additionally, in order to deliver high-quality mobile products, it is important that Postmates’ products are designed effectively and work well with a range of mobile technologies, systems, networks and standards that Postmates does not control. Postmates may not be successful in developing relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks or standards. In the event that it is more difficult for Postmates’ users to access and use its platform on their mobile devices or users find its mobile offering does not effectively meet their needs, Postmates’ competitors develop products and services that are perceived to operate more effectively on mobile devices, or if Postmates’ users choose not to access or use Postmates’ platform on their mobile devices or use mobile products that do not offer access to Postmates’ platform, Postmates’ user growth and user engagement could be adversely impacted.

If Postmates’ security measures are compromised, or if Postmates’ platform is subject to attacks that degrade or deny the ability of its customers, merchants and independent contractor couriers to access its content, its customers, merchants and independent contractor couriers may curtail or stop use of its platform and Postmates may be subject to significant liability.

Like all online services, Postmates’ platform is vulnerable to computer viruses, break-ins, phishing attacks, attempts to overload its servers with denial-of-service, misappropriation of data through website scraping or other attacks and similar disruptions from unauthorized use of Postmates’ computer systems, any of which could lead to interruptions, delays or website shutdowns, causing loss of critical data or the unauthorized access to, or disclosure or use of, personally identifiable or other confidential information of Postmates or of its customers, merchants, independent contractor couriers or others. In addition, like most Internet companies, Postmates has experienced interruptions in its service in the past due to software and hardware issues. Postmates has also experienced degradation in its service due to denial-of-service issues and, in the future, may experience compromises to its security that result in performance or availability problems, the complete shutdown of its mobile app, website or platform or the loss or unauthorized use or disclosure of confidential information. Postmates may be unable to implement adequate preventative measures against or proactively address techniques used to obtain unauthorized access, disable or degrade service or sabotage systems because such techniques change frequently, often remain undetected until launched against a target and may originate from remote areas around the world that are less regulated. Data security breaches and other data security incidents may also result from non-technical means, such as actions by employees or contractors. In addition, third parties, including Postmates’ partners and vendors, could be sources of security risks to Postmates in the event of a failure of their own security systems and infrastructure, and they may also suffer any or all of the foregoing issues. Any or all of these issues could harm Postmates’ ability to attract new customers, merchants and independent contractor couriers or deter current customers, merchants and independent contractor couriers from returning, reduce the frequency with which customers, merchants and independent contractor couriers use Postmates’ platform or subject Postmates to third-party lawsuits, governmental investigations, enforcement actions, regulatory fines, obligations to notify individuals and regulators, and other legal and financial exposure, including potential contractual liability that is not always limited to the amounts covered by Postmates’ insurance, or other action or liability. Any such compromise could also result in damage to Postmates’ reputation and a loss of confidence in its security measures. Any of these effects could seriously harm Postmates’ business.

 

The collection, storage, transmission, use and distribution of data could give rise to liabilities and additional costs of operation as a result of laws, governmental regulations and risks of security breaches.

 

Postmates collects certain information from its customers, merchants and independent contractor couriers. This information is increasingly subject to legislation and regulations in numerous jurisdictions around the world relating to the privacy and security of personal information and its collection, storage, transmission, use and distribution in or from the governing jurisdiction. Existing privacy-related laws and regulations in the United States and other countries are evolving and are subject to potentially differing interpretations, and legislative and regulatory bodies may expand or enact laws regarding privacy and data security-related matters. For example,

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California recently enacted the California Consumer Privacy Act, which went into effect on January 1, 2020, which, among other things, requires covered companies to provide new disclosures to California consumers, and affords such consumers new abilities to opt out of certain sales of personal information. While Postmates cannot yet fully predict the impact of the California Consumer Privacy Act on Postmates’ business or operations, it has required Postmates to modify its data processing practices and policies and has resulted in Postmates incurring additional costs and expenses in an effort to comply. Further, while Postmates does not presently process credit card data, Postmates has contractually agreed to follow the Payment Card Industry Data Security Standard and is subject to periodic audits by an independent third party to assess compliance with it. Failure to comply with the Payment Card Industry Data Security Standard may result in contractual liability, and could materially impact the ability of Postmates customers to pay by credit card and therefore significantly affect Postmates’ business.

In addition, any failure or perceived failure by Postmates or any of its third-party service providers to comply with laws, policies, legal or contractual obligations or industry standards relating to privacy or data security, or any actual or perceived security incident resulting in unauthorized access or disclosure, whether affecting Postmates or its third-party service providers, may result in governmental enforcement actions and investigations, including fines and penalties, enforcement orders, litigation and/or adverse publicity. Such failures could seriously harm Postmates’ business.

Postmates’ compliance with the various requirements it faces with regard to privacy and data security also increases its operating costs, and additional laws, regulations, standards or protocols (or new interpretations of existing laws, regulations, standards or protocols) in these areas may further increase Postmates’ operating costs and adversely affect its ability to effectively market its platform and services. In view of new or modified legal obligations relating to privacy or data security, or any changes in their interpretation, it may be necessary or desirable for Postmates to significantly change its business activities and practices or to expend material resources to modify its platform or services and otherwise adapt to these changes. Postmates may be unable to make such changes in a commercially reasonable manner or at all, and Postmates’ ability to develop new services and features could be limited.

 

The inability to attract, retain or motivate senior management and other key personnel could seriously harm Postmates’ business.

Postmates’ future success depends on its continuing ability to identify, attract, hire, develop, motivate and retain its senior management and other key personnel. If Postmates is unable to hire and retain a sufficient number of qualified employees for any reason, it may not be able to successfully manage its business, meet competitive challenges or achieve its growth objectives. Moreover, Postmates faces intense competition for qualified individuals from numerous software and other technology companies, and certain of Postmates’ competitors or other technology businesses may seek to hire its employees. If Postmates loses one or more of its senior management or other key personnel or does not otherwise succeed in attracting, retaining and motivating qualified personnel in a timely manner, Postmates’ business may be seriously harmed.

 

Factors beyond Postmates’ control, such as severe weather or other catastrophic events, as well as increases in food, labor, energy and other costs, could seriously harm Postmates’ business.

Postmates’ business is subject to damage or interruption from severe weather, earthquakes, fires, floods, hurricanes, power losses, telecommunications failures, terrorist attacks, pandemics and similar events. As Postmates relies heavily on its servers and computer and communications systems, as well as those of its third-party providers and third-party data centers, and the Internet to conduct its business and provide high quality customer service, disruptions of such servers and computer and communications systems as a result of such events or otherwise could seriously harm Postmates’ business.

 

In addition, increases in food, labor, energy and other costs could cause merchants on Postmates’ platform to raise prices or cease operations. Factors such as inflation, increased food costs, increased labor and employee benefit costs, increased rent costs and increased energy costs may increase Postmates’ merchants’ operating costs. Many of the factors affecting merchants’ costs are beyond the control of the merchants on Postmates’ platform. In many cases, these merchants may not be able to pass along these increased costs to Postmates’ customers and, as a

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result, may cease operations. Additionally, if these merchants raise prices, order volume may decline. In addition, increases in gas prices, or the advent of other factors that increase the costs to operate motor vehicles, could make it prohibitively expensive for Postmates’ independent contractor couriers to deliver Postmates’ merchants’ products to Postmates’ customers. If any of these events were to occur, Postmates’ business could be seriously harmed.

Postmates’ business is subject to a variety of laws, many of which are unsettled and still developing and which could subject Postmates to claims or otherwise harm Postmates’ business.

Postmates is subject to a variety of laws, including laws regarding privacy, data security, data retention, consumer protection, accessibility, sending and storing of electronic messages (and related traffic data where applicable), telemarketing and the use of automated SMS text messages, human resource services, employment and labor laws, workplace safety, intellectual property and the provision of online payment services, including credit card processing, consumer protection laws, federal securities laws, tax regulations and U.S. and international anti-corruption laws, which are continuously evolving and developing. The scope and interpretation of the laws and other obligations that are or may be applicable to Postmates, its customers, merchants or independent contractor couriers are often uncertain and may be conflicting.

If Postmates is not able to comply with these laws or other legal obligations, including any future laws or legal obligations which Postmates may not be able to anticipate, or if Postmates or its customers, merchants or independent contractor couriers become liable under these laws or legal obligations, or if Postmates’ services are suspended or blocked, Postmates could be directly harmed, and it may be forced to implement new measures and expend significant resources to reduce exposure to this liability. In addition, the increased attention focused upon liability issues as a result of lawsuits and legislative proposals could harm Postmates’ reputation or otherwise impact the growth of Postmates’ business.

 

Postmates is subject to payment-related risks, and if payment processors are unwilling or unable to provide Postmates with payment processing service or impose onerous requirements on Postmates in order to access their services, or if they increase the fees they charge Postmates for these services, Postmates’ business could be adversely affected.

Postmates relies on third parties to provide payment processing services, including the processing of credit and debit cards. Postmates’ business may be disrupted for an extended period of time if any of these companies becomes unwilling or unable to provide these services to Postmates, or its operating costs may increase and profitability may decline if fees associated with these payment methods increase. Postmates is also subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers. If Postmates fails to comply with these rules or requirements, it may be subject to fines and higher transaction fees and/or lose its ability to accept credit and debit card payments from customers or facilitate other types of online payments, and Postmates’ business could be adversely affected.

 

Further, Postmates relies on third-party providers to process and guarantee payments made by customers, up to certain limits, and Postmates may be unable to prevent its customers from fraudulently receiving goods and services. Any costs Postmates incurs as a result of fraudulent or disputed transactions could seriously harm Postmates’ business. In addition, Postmates makes significant weekly payments to its merchants and if one or more of these payments were to be routed to incorrect accounts, Postmates could be liable for the missing amounts.

 

Postmates relies on third parties, including its cloud infrastructure services providers, payment processors, data center hosts and background check providers, and if these or other third parties do not perform adequately or terminate their relationships with Postmates, Postmates’ costs may increase and Postmates’ business could be seriously harmed.

Postmates currently hosts its platform and supports its operations using several third-party providers of cloud infrastructure services. Postmates does not have control over the operations or the facilities of cloud service providers that it uses. These cloud service providers’ facilities are vulnerable to damage or interruption from natural

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disasters, cybersecurity attacks, terrorist attacks, power outages and similar events or acts of misconduct. Postmates’ platform’s continuing and uninterrupted performance is critical to its success. Postmates has experienced, and expects that in the future it will experience, interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions and capacity constraints. In addition, any changes in a cloud service provider’s service levels may adversely affect Postmates’ ability to meet the requirements of users. Since Postmates’ platform’s continuing and uninterrupted performance is critical to Postmates’ success, sustained or repeated system failures would reduce the attractiveness of Postmates’ offerings. It may become increasingly difficult to maintain and improve Postmates’ performance, especially during peak usage times, as Postmates expands and the usage of its offerings increases. Any negative publicity arising from these disruptions could harm Postmates’ reputation and brand and may adversely affect the usage of its offerings.

 

Postmates also relies on a third-party payment processor and encryption and authentication technology licensed from third parties that is designed to effect secure transmission of personal information provided by its customers, and on third-party data center hosts to provide a reliable network backbone with the speed, data capacity, security and hardware necessary for reliable Internet access and services. In addition, Postmates relies on third-party background check providers to screen potential independent contractor couriers to help identify those that are not qualified to utilize its platform pursuant to applicable law or Postmates’ internal standards.

If any of Postmates’ cloud infrastructure services providers, payment processors, data center hosts, background check providers or other third parties does not perform adequately, terminates its relationship with Postmates or refuses to renew existing agreements with Postmates on commercially reasonable terms, or at all, Postmates may have difficulty finding an alternate provider on similar terms and in an acceptable time frame, Postmates’ costs may increase, its reputation and brand may be harmed, the availability or usage of its platform may be impaired and its business may be adversely affected.

 

If Postmates is unable to adequately protect its intellectual property, or if third parties are successful in claiming that Postmates is infringing the intellectual property of others, Postmates may incur significant expense and its business may be adversely affected.

The protection of Postmates’ intellectual property is crucial to the success of its business. Postmates relies on a combination of patent, trademark, trade secret and copyright law and contractual restrictions to protect its intellectual property. However, Postmates cannot guarantee that patents will issue on its pending patent applications or that it will be successful in registering its trademarks, or that, even if Postmates is successful in registering patents or trademarks, that it will be able to prevent others from using competitive technology or confusingly similar marks. In addition, Postmates attempts to protect its intellectual property, technology and confidential information by requiring its employees and consultants who develop intellectual property on its behalf to enter into confidentiality and assignment of inventions agreements, and third parties to enter into non-disclosure agreements. These agreements may not effectively prevent unauthorized use or disclosure of Postmates’ confidential information, intellectual property or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of Postmates’ confidential information, intellectual property or technology. If Postmates is unable to adequately protect its intellectual property, Postmates’ brand and reputation may be harmed, customers, merchants and independent contractor couriers may devalue Postmates’ products and offerings, and Postmates’ ability to compete effectively may be impaired.

 

Postmates operates in an industry with extensive intellectual property litigation. Other parties, including restaurants and other merchants, have asserted, and in the future may assert, that Postmates has infringed their trademark or other intellectual property rights. Postmates could be required to pay substantial damages or cease using trademarks, technology or other intellectual property that is deemed infringing, including by removing restaurants and other merchants from Postmates’ platform, any of which could seriously harm Postmates’ business.

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Some of Postmates’ products contain open source software, which may pose particular risks to Postmates’ proprietary software and products.

Postmates’ products rely on software licensed by third parties under open source licenses, including as incorporated into software Postmates receives from third-party commercial software vendors, and will continue to rely on such open source software in the future. Use of open source software may entail greater risks than use of third-party commercial software, as open source licensors generally do not provide support, updates, warranties or other contractual protections regarding infringement claims or the quality of the code, and the wide availability of source code to components used in Postmates’ products could expose Postmates to security vulnerabilities. Furthermore, there is a risk that open source licenses could be construed in a manner that imposes unanticipated conditions or restrictions on Postmates’ ability to market or commercialize its products. As a result, Postmates may face claims from third parties claiming ownership of what Postmates believes to be open source software. In addition, by the terms of some open source licenses, under certain conditions, Postmates could be required to release its proprietary source code, and to make its proprietary software available under open source licenses. These claims or requirements could result in litigation and could require Postmates to purchase a costly license or cease offering the implicated products unless and until Postmates can re-engineer them to avoid infringement or release of its proprietary source code. In addition, Postmates has intentionally made certain software Postmates has developed available on an open source basis, and Postmates plans to continue to do so in the future. Any of the risks associated with open source software could be difficult to eliminate or manage, and, if not addressed, could seriously harm Postmates’ business.

Postmates’ business may be subject to sales tax and other indirect taxes in various jurisdictions.

The application of indirect taxes, such as sales and use tax, value-added tax, goods and services tax, business tax and gross receipt tax, to Postmates’ business is a complex and evolving issue. Significant judgment is required to evaluate applicable tax obligations, and, as a result, amounts recorded are estimates and are subject to adjustments. In many cases, the ultimate tax determination is uncertain because it is not clear how new and existing statutes might apply to Postmates’ business. States, localities, the U.S. federal government or other countries may seek to impose additional reporting, recordkeeping and/or indirect tax collection obligations on Postmates’ businesses that facilitate online commerce. For example, taxing authorities in the United States and other countries have required e-commerce platforms to calculate, collect and remit indirect taxes for transactions taking place over the Internet. A majority of U.S. state jurisdictions have enacted laws, which became effective in 2018 or will become effective later, requiring marketplaces to report user activity or collect and remit taxes on certain items sold on the marketplace. New legislation could require Postmates to incur substantial costs, including costs associated with tax calculation, collection and remittance and audit requirements, and could adversely affect Postmates’ business and results of operations.

Postmates may also be subject to additional tax liabilities and related interest and penalties due to changes in indirect and non-income based taxes resulting from changes in federal, state or international tax laws, changes in taxing jurisdictions and administrative interpretations, decisions, policies and positions, results of tax examinations, settlements or judicial decisions, changes in accounting principles and changes to the business operations, as well as evaluation of new information that results in a change to a tax position taken in prior periods. If Postmates is treated as an agent for merchants on its platform under U.S. state tax law, Postmates may be primarily responsible for collecting and remitting sales taxes directly to certain states. It is possible that one or more states could seek to impose sales, use or other tax collection obligations on Postmates with regard to sales or orders on its platform. These taxes may be applicable to past sales. A successful assertion by a taxing authority that Postmates should be collecting additional sales, use or other taxes or remitting such taxes directly to states could result in substantial tax liabilities for past sales and additional administrative expenses, which could seriously harm Postmates’ business.

 

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Changes in Postmates’ effective tax rate could impact Postmates’ financial results.

Postmates is subject to income taxes in the United States and certain foreign jurisdictions. Postmates believes that its provision for income taxes is reasonable, but the ultimate tax outcome may differ from this provision,

which may materially affect Postmates’ financial results. Postmates’ effective tax rate could be adversely affected by changes in the mix of earnings and losses in countries with differing statutory tax rates, certain non-deductible expenses and the valuation of deferred tax assets. Increases in Postmates’ effective tax rate would reduce profitability or increase losses.

In addition, changes in tax laws and regulations in federal, state and local jurisdictions could have material adverse impacts on Postmates’ business, cash flows, operating results or financial condition, and could materially affect Postmates’ tax obligations and effective tax rate. For example, U.S. tax legislation enacted on December 22, 2017 significantly reformed the Code. This legislation, among other things, includes changes to U.S. federal tax rates, imposes significant additional limitations on the deductibility of interest and the use of net operating losses generated in tax years beginning after December 31, 2017, allows for the expensing of capital expenditures and puts into effect the migration from a “worldwide” system of taxation to a “territorial system.” The legislation is unclear in many respects and could be subject to potential amendments and technical corrections, as well as interpretations and implementing regulations by the Treasury and the IRS, any of which could lessen or increase certain adverse impacts of the legislation. In addition, it is unclear how these U.S. federal income tax changes will affect state and local taxation, which often uses federal taxable income as a starting point for computing state and local tax liabilities.

Future changes to Postmates’ pricing model could adversely affect Postmates’ business.

Postmates has changed its pricing model several times since its formation, and Postmates may from time to time decide to make further changes to its pricing model due to a variety of reasons, including changes to the market for Postmates’ products and services, to address regulatory or other legal changes, such as the potential spread of commission caps, and as competitors introduce new products and services. Changes to any components of Postmates’ pricing model may, among other things, result in customer dissatisfaction, lead to a loss of customers on Postmates’ platform and/or seriously harm Postmates’ business.

 

Postmates may face difficulties as it expands its operations into new markets and geographies in which Postmates has limited or no prior operating experience.

Postmates intends to expand its footprint by entering into new markets in the United States and internationally. This may involve expanding into markets in the United States or countries other than the United States, where Postmates currently operates. It may also involve expanding into less developed countries, which may have less political, social or economic stability and less developed infrastructure and legal systems. In addition, it may be difficult for Postmates to understand and accurately predict taste preferences and purchasing habits of customers in these new markets. It is costly to establish, develop and maintain international operations and develop and promote Postmates’ brand in international markets. As Postmates expands its business into new countries, Postmates may encounter regulatory, legal, personnel, technological and other difficulties that increase Postmates’ expenses and may delay its ability to become profitable in such countries.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This consent solicitation statement/prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of applicable securities laws, including, in particular, statements about plans, objectives and strategies, growth opportunities in a company’s industries and businesses, its expectations regarding future results, financial condition, liquidity and capital requirements, estimates regarding the impact of regulatory developments and legal proceedings, and other trends and projections. These risks and uncertainties may be amplified by the COVID-19 pandemic, which has caused significant economic instability and uncertainty. The extent to which the COVID-19 pandemic impacts Uber’s and Postmates’ businesses, operations, and financial results, including the duration and magnitude of such effects, will depend on numerous evolving factors, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity, the actions to contain the virus or mitigate its impact, and how quickly and to what extent normal economic and operating conditions can resume. Forward-looking statements are not historical facts and may be identified by words 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. These forward-looking statements are based on information available to Uber, Postmates, Merger Sub and Merger Company as of the date of this consent solicitation statement/prospectus and represent management’s current views and assumptions. Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which may be beyond the control of Uber or Postmates. Accordingly, actual performance, events or results could differ materially from those expressed or implied in the forward-looking statements due to a number of factors, including, but not limited to, the following:

·the transaction may not be completed on the terms or timeline currently contemplated, or at all, including because Uber and/or Postmates may be unable to satisfy the conditions or obtain the approvals required to complete the transaction, or such approvals may contain material restrictions or conditions;
·failure to complete the transaction could adversely affect the market price of Uber common stock, as well as its business, financial condition and results of operations;
·certain Postmates directors and executive officers have interests in the transaction that may be different from, or in addition to, those of other Postmates stockholders;
·the consideration to be issued to Postmates stockholders in the transaction will not be adjusted if there is a change in the trading price of Uber common stock, and holders of Postmates preferred stock will have certain preferential rights relative to holders of Postmates common stock with respect to such consideration in accordance with the Postmates amended certificate and the merger agreement, which, depending on the closing price per share of Uber common stock during a specified period prior to the closing date, may result in substantial diminution in the value of the consideration that holders of Postmates common stock are entitled to receive in accordance with the merger agreement and the Postmates amended certificate relative to the value that holders of Postmates preferred stock are entitled to receive in accordance with the merger agreement and the Postmates amended certificate and/or relative to the value that would be received based on the value of Uber common stock as of the date of the merger agreement or as of the date of this consent solicitation statement/prospectus;
·the integration of the Postmates business into Uber may not be as successful as anticipated;
·Uber may fail to realize some or all of the anticipated benefits of the transaction;
·the market price for shares of Uber common stock before and after the completion of the transaction may be affected by factors different from, or in addition to, those that historically have affected or currently affect the market price of shares of Uber common stock and the value of shares of Postmates common stock;
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·Uber and Postmates must obtain clearance under the HSR Act to complete the transaction, which, if delayed, not granted or granted with burdensome conditions, or if there are other challenges to the transaction under antitrust or other laws, could prevent, substantially delay or impair the completion of the transaction, result in additional expenditures of money and resources or reduce the anticipated benefits of the transaction;
·failure to attract, motivate and retain senior management and other key employees could diminish the anticipated benefits of the transaction;
·each of Uber and Postmates may incur significant transaction costs in connection with the transaction;
·third parties may terminate or alter existing relationships with Uber or Postmates;
·while the transaction is pending, Postmates is subject to certain interim operating covenants, including a covenant that requires Postmates to maintain its business in the ordinary course, which could prohibit Postmates from taking certain actions that might otherwise be beneficial to Postmates and its stockholders and covenants relating to incurrences of indebtedness, initiation or settlement of litigation, employee matters and other matters;
·the risk of litigation or regulatory actions related to the transaction; and
·other businesses, financial, operational and legal risks and uncertainties detailed from time to time in Uber’s SEC filings.

The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in Uber’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings. All cautionary statements made or referred to herein should be read as being applicable to all forward-looking statements wherever they appear. You should consider the risks and uncertainties described or referred to herein and should not place undue reliance on any forward-looking statements. The forward-looking statements speak only as of the date made, and Uber and Postmates undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this consent solicitation statement/prospectus or to reflect new information, actual results, revised expectations, or the occurrence of unanticipated events, except as required by law.

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SOLICITATION OF WRITTEN CONSENTS

Purpose of the Consent Solicitation; Recommendation of the Postmates Board

The Postmates board is providing this consent solicitation statement/prospectus to Postmates stockholders. Postmates stockholders are being asked to approve each of the merger agreement proposal and the Postmates certificate amendment proposal by executing and delivering the written consent furnished with this consent solicitation statement/prospectus.

After consideration, the Postmates board unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction are fair to and in the best interests of Postmates and its stockholders. The Postmates board unanimously recommends that Postmates stockholders approve each of the merger agreement proposal and the Postmates certificate amendment proposal.

Postmates Stockholders Entitled to Consent

Postmates stockholders of record as of the close of business on October 30, 2020, the record date, will be entitled to execute and deliver a written consent. As of the close of business on the record date, there were 78,364,940 shares of Postmates common stock outstanding and 108,526,803 shares of Postmates preferred stock outstanding, consisting of 76,480,863 shares of Postmates Series E preferred stock, 15,665,925 shares of Postmates Series F preferred stock and 16,380,015 shares of Postmates Series G preferred stock, in each case entitled to execute and deliver written consents with respect to the merger agreement proposal and the Postmates certificate amendment proposal, and directors and executive officers of Postmates and their affiliates owned and were entitled to consent with respect to 17,469,621 shares of Postmates common stock (representing approximately 22.3% of such shares outstanding on that date) and 57,168,404 shares of Postmates preferred stock (representing approximately 52.7% of such shares outstanding on that date), consisting of 49,174,651 shares of Postmates Series E preferred stock (representing approximately 64.3% of such shares outstanding on that date), 5,263,751 shares of Postmates Series F preferred stock (representing approximately 33.6% of such shares outstanding on that date) and 2,730,002 shares of Postmates Series G preferred stock (representing approximately 16.7% of such shares outstanding on that date). Postmates currently expects that its directors and executive officers will deliver written consents in favor of the merger agreement proposal and the Postmates certificate amendment proposal, although none of them has entered into any agreements obligating him or her to do so, other than Mr. Lehmann, who has entered into the support agreement.

Each holder of Postmates common stock is entitled to one vote for each share of Postmates common stock held as of the record date. Each holder of Postmates preferred stock is entitled to the number of votes equal to the number of shares of Postmates common stock into which the shares of Postmates preferred stock held by such holder could be converted as of the record date. The holders of Postmates common stock will vote as a separate class, the holders of Postmates preferred stock will vote together as a single class on an as-converted to common stock basis, the holders of Postmates capital stock will vote together as a single class on an as-converted to common stock basis and the holders of Postmates Series G preferred stock will vote as a separate class.

Written Consents; Required Written Consents

The approval of the merger agreement proposal requires the affirmative vote or consent of (i) the holders of at least a majority of the outstanding shares of Postmates capital stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (ii) the holders of at least a majority of the outstanding shares of Postmates preferred stock (voting as a single class and on an as-converted basis) entitled to vote thereon, and (iii) the holders of at least a majority of the outstanding shares of Postmates common stock (voting as a single class) entitled to vote thereon.

The approval of the Postmates certificate amendment proposal requires the affirmative vote or consent of (i) the holders of at least a majority of the outstanding shares of Postmates capital stock (voting as a single class and

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on an as-converted basis) entitled to vote thereon, (ii) the holders of at least a majority of the outstanding shares of Postmates preferred stock (voting as a single class and on an as-converted basis) entitled to vote thereon, (iii) the holders of at least a majority of the outstanding shares of Postmates Series G preferred stock (voting as a separate class) entitled to vote thereon and (iv) the holders of at least a majority of the outstanding shares of Postmates common stock (voting as a single class) entitled to vote thereon.

 

Subsequent to the execution of the merger agreement, Uber and the support stockholders entered into the support agreement. Pursuant to the support agreement, each of the support stockholders has agreed, promptly (and in any event within two business days) after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective under the Securities Act by the SEC, to execute and deliver a written consent approving the adoption of the merger agreement and the Postmates certificate amendment and related matters with respect to all of its shares of Postmates capital stock entitled to act by written consent with respect thereto. The shares of Postmates capital stock that are owned by the support stockholders and subject to the support agreement represent approximately 65.7% of the outstanding shares of Postmates capital stock, approximately 52.5% of the outstanding shares of Postmates common stock and approximately 75.3% of the outstanding shares of Postmates preferred stock, including 100% of the outstanding shares of Postmates Series G preferred stock, in each case as of the record date. The support stockholders are required to deliver such written consents even if the Postmates board changes its recommendation that Postmates stockholders approve each of the proposals. The execution and delivery of written consents by all of the support stockholders will constitute the Postmates stockholder approval and the Postmates certificate amendment approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval.

 

Submission of Written Consents

You may consent to each of the proposals with respect to your shares of Postmates capital stock by completing, dating and signing the written consent enclosed with this consent solicitation statement/prospectus and returning it to Postmates by the consent deadline.

If you hold shares of Postmates capital stock as of the close of business on the record date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Postmates. Once you have completed, dated and signed the written consent, you may deliver it to Postmates by emailing a .pdf copy to consents@postmates.com or by mailing your written consent to Postmates Inc., P.O. Box 8016, Cary, NC 27512-9903, Attention: General Counsel.

Postmates has set November 25, 2020 as the consent deadline. Postmates reserves the right to extend the consent deadline beyond November 25, 2020. Any such extension may be made without notice to Postmates stockholders.

Postmates stockholders should not send stock certificates with their written consents. After the transaction is completed, a letter of transmittal and written instructions for the surrender of Postmates stock certificates will be mailed to Postmates stockholders. Do not send in your certificates now.

Executing Written Consents; Revocation of Written Consents

You may execute a written consent to approve the merger agreement proposal and the Postmates certificate amendment proposal (which is equivalent to a vote for each such proposal), or disapprove, or abstain from consenting with respect to, the merger agreement proposal and the Postmates certificate amendment proposal (which is equivalent to a vote against each such proposal). If you do not return your written consent, it will have the same effect as a vote against the merger agreement proposal and the Postmates certificate amendment proposal. If you are a record holder of shares of Postmates capital stock and you return a signed written consent without indicating your decision on either of the proposals, you will have given your consent to approve each of the proposals for which you did not indicate a decision.

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Your consent to the proposals may be changed or revoked at any time before the consent deadline; however, such change or revocation is not expected to have any effect, as the delivery of the written consents contemplated by the support agreement will constitute the Postmates stockholder approval and the Postmates certificate amendment approval at the time of such delivery. If you wish to change or revoke your consent before the consent deadline, you may do so by sending a new written consent with a later date or by delivering a notice of revocation, in either case by emailing a .pdf copy to consents@postmates.com or by mailing your new written consent to Postmates Inc., P.O. Box 8016, Cary, NC 27512-9903, Attention: General Counsel.

 

Due to the obligations of the support stockholders under the support agreement, a failure of any other Postmates stockholder to deliver a written consent, or any change or revocation of a previously delivered written consent by any other Postmates stockholder, is not expected to have any effect on the approval of the proposals.

Solicitation of Written Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation materials is being borne by Postmates. Officers and employees of Postmates may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular compensation but no special compensation for soliciting consents.

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INFORMATION ABOUT THE COMPANIES

Uber

Uber Technologies, Inc.
1455 Market Street, 4th Floor
San Francisco, CA 94103
Phone: (415) 612-8582

Uber Technologies, Inc. is a technology platform that uses a massive network, leading technology, operational excellence and product expertise to power movement from point A to point B. Uber develops and operates proprietary technology applications supporting a variety of offerings on its platform. Uber connects consumers with independent providers of ride services for ridesharing services, and connects consumers with restaurants, grocers and other stores and delivery service providers for meal preparation, grocery, and other delivery services. Uber also connects consumers with public transportation networks, e-bikes, e-scooters and other personal mobility options. Uber uses this same network, technology, operational excellence and product expertise to connect shippers with carriers in the freight industry. Uber is also developing technologies that will provide autonomous driving vehicle solutions to consumers, networks of vertical take-off and landing vehicles and new solutions to solve everyday problems. Uber operates in 68 countries around the world, principally in the United States and Canada, Latin America, Europe, the Middle East, Africa, and Asia (excluding China and Southeast Asia).

Uber was incorporated as Ubercab, Inc. in Delaware in July 2010, and changed its name to Uber Technologies, Inc. in February 2011. Uber completed its initial public offering in May 2019. Uber common stock is listed on the NYSE under the symbol “UBER.”

Additional information about Uber and its subsidiaries is included in documents incorporated by reference into this consent solicitation statement/prospectus. See the section entitled “Where You Can Find More Information.”

Merger Sub

News Merger Sub Corp.
1455 Market Street, 4th Floor
San Francisco, CA 94103
Phone: (415) 612-8582

News Merger Sub Corp., a direct, wholly owned subsidiary of Uber, is a Delaware corporation that was incorporated on July 1, 2020 for the purpose of entering into the merger agreement and effecting the first merger. At the effective time, Merger Sub will be merged with and into Postmates, with Postmates continuing as the surviving corporation in the first merger and as a wholly owned subsidiary of Uber.

Merger Company

News Merger Company LLC
1455 Market Street, 4th Floor
San Francisco, CA 94103
Phone: (415) 612-8582

News Merger Company LLC, a direct, wholly owned subsidiary of Uber, is a Delaware limited liability company that was formed on July 1, 2020 for the purpose of entering into the merger agreement and effecting the second merger. Immediately following the first merger, Postmates, as the surviving corporation in the first merger, will be merged with and into Merger Company, with Merger Company continuing as the surviving company and as a wholly owned subsidiary of Uber. As a result of the second merger, Merger Company will own the legacy business of Postmates.

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Postmates

Postmates Inc.
201 3rd Street, Suite 200
San Francisco, CA 94103
Phone: (415) 659-9465

Postmates operates a technology platform that enables customers to order food and goods from over 740,000 restaurants and other retailers, merchants to growth their businesses and reach new consumers beyond the proximity of their physical storefronts, and independent contractor couriers to realize their earnings potential on a flexible schedule. Postmates network, which consists of its customers, merchants and a fleet of independent contractors, served 4,213 cities and was available to approximately 80% of U.S. households as of September 30, 2020. Since inception, Postmates’ platform has generated over $8.7 billion in gross merchandise volume and fulfilled over 250 million orders through September 30, 2020.

Postmates’ platform empowers customers to easily discover and search for merchants. It also provides access to exclusive merchants along with real-time order tracking, simple re-ordering and high quality customer support. Postmates has continued to lower the cost of delivery for customers over time, and its subscription product, Postmates Unlimited, offers members free delivery on orders over a minimum order value, among other benefits. As of September 30, 2020, Postmates had approximately 14.5 million active customers, which it defines as any customer who has placed at least one order on its platform during the trailing 12-month period.

As Postmates has grown, it has offered improved selection and service to its customers, generated higher sales for merchants, and improved efficiency and earnings potential for its fleet of independent contractor couriers, which numbered over 570,000 as of September 30, 2020.

Postmates Inc. was incorporated in Delaware in 2011 and is a privately held company.

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PRINCIPAL STOCKHOLDERS OF POSTMATES

The following table and the related notes set forth, to the best of Postmates’ knowledge, information on the beneficial ownership of Postmates capital stock as of the close of business on September 1, 2020 by:

·each stockholder, or group of affiliated stockholders, known by Postmates to beneficially own more than five percent of any class of Postmates’ voting securities;
·each of Postmates’ current directors;
·each of Postmates’ named executive officers; and
·all of Postmates’ current directors and named executive officers as a group.

The percentage of ownership is based on 76,480,863 shares of Postmates Series E preferred stock outstanding, 15,665,925 shares of Postmates Series F preferred stock outstanding, 16,380,015 shares of Postmates Series G preferred stock outstanding and 147,279,903 shares of Postmates common stock outstanding, in each case as of September 1, 2020. In light of the voting requirements to approve the adoption of the merger agreement and the Postmates certificate amendment, the following table sets forth information on (i) the beneficial ownership of Postmates common stock and Postmates preferred stock, assuming that none of the outstanding Postmates preferred stock is converted into Postmates common stock, in columns (1) through (4) of the table below, and (ii) the beneficial ownership of Postmates common stock, assuming that all of the outstanding Postmates preferred stock is converted into Postmates common stock as of September 1, 2020, in column (5) of the table below.

Except as indicated in the footnotes to the table below, Postmates believes that the stockholders named in the table have sole voting and investment power with respect to all shares of Postmates capital stock shown to be beneficially owned by them, based on information provided to Postmates by such stockholders. Unless otherwise indicated, the address for each stockholder listed is: c/o Postmates Inc., 203 3rd Street, Suite 200, San Francisco, CA 94103.

 

  (1) (2) (3) (4) (5)
Name and
Address of
Beneficial
Holder
Shares (Percent)
of Postmates
Series E
Preferred Stock
Beneficially
Owned
Shares (Percent)
of Postmates
Series F
Preferred Stock
Beneficially
Owned
Shares (Percent)
of Postmates
Series G
Preferred Stock
Beneficially
Owned
Shares (Percent)
of Postmates
Common Stock
Beneficially
Owned(1)
Shares (Percent)
of Postmates
Common Stock
Beneficially
Owned (On As-
Converted
Basis)(1)
5% Stockholders  
Entities Associated with Tiger Global Management(2)  49,177,670
(64.3%)
 5,263,751
(33.6%)
 2,730,002
(16.7%)
 12,401,886
(4.9%)
 69,573,309
(27.2%)
Entities Associated with Founders Fund(3)  9,494,649
(12.4%)
 275,720
 (1.8%)
 19,280,040
(7.5%)
 29,050,409
(11.4%)
Entities Associated with Spark Capital(4)  1,521,274
 (2.0%)
 16,211,709
(6.3%)
 17,732,983
 (6.9%)
Entities Associated with GPI Capital(5)  13,650,013
(83.3%)
 13,650,013
 (5.3%)

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  (1) (2) (3) (4) (5)
Name and
Address of
Beneficial
Holder
Shares (Percent)
of Postmates
Series E
Preferred Stock
Beneficially
Owned
Shares (Percent)
of Postmates
Series F
Preferred Stock
Beneficially
Owned
Shares (Percent)
of Postmates
Series G
Preferred Stock
Beneficially
Owned
Shares (Percent)
of Postmates
Common Stock
Beneficially
Owned(1)
Shares (Percent)
of Postmates
Common Stock
Beneficially
Owned (On As-
Converted
Basis)(1)
Directors and Executive Officers  
Bastian Lehmann(6)  18,986
 (*%)
  —  8,482,718
(3.3%)
 8,501,704
(3.3%)
Kristin Schaefer(7)  2,118,455
(*%)
 2,118,455
(*%)
Keith Kirk(8)   —  137,500
(*%)
 137,500
(*%)
Vivek Patel(9)   —  1,476,406
(*%)
 1,476,406
(*%)
Robert Rieders(10)  815,147
(*%)
 815,147
(*%)
Sean Plaice(11)  18,986
 (*%)
 4,811,902
(1.9%)
 4,830,888
(1.9%)
Khai Hai(12)
Nabeel Hyatt(13)
Griffin Schroeder(14) 49,136,679
(64.2%)
5,263,751
(33.6%)
2,730,002
(16.7%)
12,379,885
(4.8%)
69,510,317
(27.2%)
Brian Singerman(15)
Kristin Reinke(16) 41,088
(*%)
41,088
(*%)
All directors and executive officers as a group (11 persons)(17)  49,174,651
(64.3%)
5,263,751
(33.6%)
2,730,002
(16.7%)
 30,263,101
(20.5%)
 87,431,505
(34.2%)

* Amount represents less than 1% of outstanding shares of Postmates common stock.

(1)Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Shares of Postmates common stock subject to Postmates options that are currently exercisable or expected to become exercisable within 60 days of September 1, 2020 or issuable pursuant to Postmates restricted stock units or Postmates stock appreciation rights that are subject to vesting and settlement conditions expected to occur within 60 days of September 1, 2020 are deemed to be outstanding and to be beneficially owned by the person holding the Postmates options, Postmates restricted stock units or Postmates stock appreciation rights for the purpose of computing the percentage ownership of that person. These shares are not deemed to be outstanding, however, for the purpose of computing the percentage ownership of any other person.
(2)Consists of (i) 10,484,308 shares of Postmates common stock, (ii) 48,726,580 shares of Postmates common stock issuable upon the conversion of Postmates Series E preferred stock, (iii) 5,263,751 shares of Postmates common stock issuable upon the conversion of Postmates Series F preferred stock, (iv) 2,730,002 shares of Postmates common stock issuable upon the conversion of Postmates Series G preferred stock and (v) 1,675,391 shares of Postmates common stock that may be acquired pursuant to the exercise of outstanding Postmates warrants exercisable within 60 days of September 1, 2020, which are held of record by Tiger Global Private Investment Partners IX, L.P., Tiger Global PIP IX Holdings, L.P., Tiger Global Long Opportunities Master Fund, L.P. and other affiliates of Tiger Global Management, LLC. Tiger Global Management, LLC is controlled by Chase Coleman and Scott Shleifer. The business address for each of these entities and individuals
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 is c/o Tiger Global Management, LLC, 9 West 57th Street, 35th Floor, New York, New York 10019. This also consists of (a) (i) 189,865 shares of Postmates common stock, (ii) 410,099 shares of Postmates common stock issuable upon the conversion of Postmates Series E preferred stock and (iii) 30,321 shares of Postmates common stock that may be acquired pursuant to the exercise of outstanding Postmates warrants exercisable within 60 days of September 1, 2020, directly held by Griffin Schroeder, who is a partner at Tiger Global Management, and as such Tiger Global Management may be deemed to beneficially own such shares, and (b) (i) 18,986 shares of Postmates common stock, (ii) 40,991 shares of Postmates common stock issuable upon the conversion of Postmates Series E preferred stock and (iii) 3,015 shares of Postmates common stock that may be acquired pursuant to the exercise of outstanding Postmates warrants exercisable within 60 days of September 1, 2020, directly held by Unaiz Kabani, who is a director at Tiger Global Management, and as such Tiger Global Management may be deemed to beneficially own such shares.
(3)Consists of (i) 9,786,887 shares of Postmates common stock, (ii) 9,494,649 shares of Postmates common stock issuable upon the conversion of Postmates Series E preferred stock, (iii) 275,720 shares of Postmates common stock issuable upon the conversion of Postmates Series F preferred stock and (iv) 9,493,153 shares of Postmates common stock that may be acquired pursuant to the exercise of outstanding Postmates warrants exercisable within 60 days of September 1, 2020 for which voting and investment power is shared among The Founders Fund IV Principals Fund, LP, The Founders Fund IV, LP, The Founders Fund V Entrepreneurs Fund, LP, The Founders Fund V Principals Fund, LP, The Founders Fund V, LP and other affiliates of Founders Fund. The business address for The Founders Fund IV Principals Fund, LP, The Founders Fund IV, LP, The Founders Fund V Entrepreneurs Fund, LP, The Founders Fund V Principals Fund, LP, The Founders Fund V, LP and other affiliates of Founders Fund is One Letterman Drive, Building D, 5th Floor, San Francisco, California 94129.
(4)Consists of (i) 14,692,828 shares of Postmates common stock, (ii) 1,521,274 shares of Postmates common stock issuable upon the conversion of Postmates Series E preferred stock and (iii) 1,518,881 shares of Postmates common stock that may be acquired pursuant to the exercise of outstanding Postmates warrants exercisable within 60 days of September 1, 2020 for which voting and investment power is shared among Spark Capital III, L.P., Spark Capital Founders Fund III, L.P., Spark Capital IV, L.P., Spark Capital Founders’ Fund IV, L.P., Spark Capital Growth Fund, L.P., Spark Capital Growth Founders’ Fund, L.P. and affiliates of Spark Capital. The business address for Spark Capital III, L.P., Spark Capital Founders Fund III, L.P., Spark Capital IV, L.P., Spark Capital Founders’ Fund IV, L.P., Spark Capital Growth Fund, L.P., Spark Capital Growth Founders’ Fund, L.P. and other affiliates of Spark Capital is 137 Newbury St., 8th Floor, Boston, Massachusetts 02116.
(5)Consists of 13,650,013 shares of Postmates common stock issuable upon the conversion of Postmates Series G preferred stock for which voting and investment power is held by GPI Capital Gemini HoldCo LP and GPI Capital Guardian III LP. The business address for GPI Capital Gemini HoldCo LP and GPI Capital Guardian III LP is 437 Madison Avenue, 28th Floor, New York, New York 10022.
(6)Consists of (i) 6,063,732 shares of Postmates common stock, (ii) 18,986 shares of Postmates common stock issuable upon the conversion of Postmates Series E preferred stock, (iii) 18,986 shares of Postmates common stock that may be acquired pursuant to the exercise of outstanding Postmates warrants exercisable within 60 days of September 1, 2020 and (iv) 2,400,000 shares of Postmates common stock that may be acquired pursuant to the exercise of Postmates options currently exercisable or expected to become exercisable within 60 days of September 1, 2020.
(7)Consists of (i) 121,300 shares of Postmates common stock and (ii) 1,997,155 shares of Postmates common stock that may be acquired pursuant to the exercise of Postmates options currently exercisable or expected to become exercisable within 60 days of September 1, 2020.
(8)Consists of 137,500 shares of Postmates common stock that may be acquired pursuant to the exercise of Postmates options currently exercisable or expected to become exercisable within 60 days of September 1, 2020.
(9)Consists of (i) 11,500 shares of Postmates common stock and (ii) 1,464,906 shares of Postmates common stock that may be acquired pursuant to the exercise of Postmates options currently exercisable or expected to become exercisable within 60 days of September 1, 2020.
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(10)Consists of 815,147 shares of Postmates common stock that may be acquired pursuant to the exercise of Postmates options currently exercisable or expected to become exercisable within 60 days of September 1, 2020.
(11)Consists of (i) 592,916 shares of Postmates common stock, (ii) 18,986 shares of Postmates common stock issuable upon the conversion of Postmates Series E preferred stock, (iii) 18,986 shares of Postmates common stock that may be acquired pursuant to the exercise of outstanding Postmates warrants exercisable within 60 days of September 1, 2020 and (iv) 4,200,000 shares of Postmates common stock that may be acquired pursuant to the exercise of Postmates options currently exercisable or expected to become exercisable within 60 days of September 1, 2020.
(12)Consists of the shares described in Note 5 above. Khai Ha, who is a member of the Postmates board, is a partner at GPI Capital, and as such may be deemed to beneficially own such shares.
(13)Consists of the shares described in Note 4 above. Nabeel A. Hyatt, who is a member of the Postmates board, is a partner at Spark Capital, and as such may be deemed to beneficially own such shares.
(14)Consists of (i) 189,865 shares of Postmates common stock, (ii) 410,099 shares of Postmates common stock issuable upon the conversion of Postmates Series E preferred stock and (iii) 30,321 shares of Postmates common stock that may be acquired pursuant to the exercise of outstanding Postmates warrants exercisable within 60 days of September 1, 2020, directly held by Griffin Schroeder. This also consists of (i) 10,484,308 shares of Postmates common stock directly held by Tiger Global Private Investment Partners IX, L.P., (ii) 1,678,031 shares of Postmates common stock issuable upon the conversion of Postmates Series E preferred stock directly held by Tiger Global Private Investment Partners IX, L.P., (iii) 47,048,549 shares of Postmates common stock issuable upon the conversion of Postmates Series E preferred stock directly held by Tiger Global PIP IX Holdings, L.P., (iv) 2,757,203 shares of Postmates common stock issuable upon the conversion of Postmates Series F preferred stock held by Tiger Global Private Investment Partners IX, L.P., (v) 2,506,548 shares of Postmates common stock issuable upon the conversion of Postmates Series F preferred stock held by Tiger Global Long Opportunities Master Fund, L.P., (vi) 2,730,002 shares of Postmates common stock issuable upon the conversion of Postmates Series G preferred stock held by Tiger Global Private Investment Partners IX, L.P. and (vii) 1,675,391 shares of Postmates common stock that may be acquired pursuant to the exercise of outstanding Postmates warrants exercisable within 60 days of September 1, 2020 directly held by Tiger Global Private Investment Partners IX, L.P. Griffin Schroeder, who is a member of Postmates’ board of directors, is a partner at Tiger Global Management, and as such may be deemed to beneficially own such shares.
(15)Consists of the shares described in Note 3 above. Brian Singerman, who is a member of the Postmates board, is a partner at Founders Fund, and as such may be deemed to beneficially own such shares.
(16)Consists of 41,088 shares of Postmates common stock that may be acquired pursuant to the exercise of Postmates options currently exercisable or expected to become exercisable within 60 days of September 1, 2020.
(17)Consists of (i) 17,463,621 shares of Postmates common stock, (ii) 49,174,651 shares of Postmates common stock issuable upon the conversion of Postmates Series E preferred stock, (iii) 5,263,751 shares of Postmates common stock issuable upon the conversion of Postmates Series F preferred stock, (iv) 2,730,002 shares of Postmates common stock issuable upon the conversion of Postmates Series G preferred stock, (v) 1,743,684 shares of Postmates common stock that may be acquired pursuant to the exercise of outstanding Postmates warrants exercisable within 60 days of September 1, 2020 and (vi) 11,055,796 shares of Postmates common stock that may be acquired pursuant to the exercise of Postmates options currently exercisable or expected to become exercisable within 60 days of September 1, 2020.
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THE TRANSACTION

The following is a description of certain material aspects of the transaction. This description may not contain all of the information that is important to you. Uber and Postmates encourage you to carefully read this entire consent solicitation statement/prospectus, including the merger agreement attached to this consent solicitation statement/prospectus as Annex A and the Postmates certificate amendment attached to this consent solicitation statement/prospectus as Annex C, for a more complete understanding of the transaction.

Structure of the Transaction

The merger agreement provides, among other matters, for the acquisition of Postmates pursuant to two successive mergers, on the terms and subject to the conditions in the merger agreement and in accordance with the DGCL and the DLLCA. Pursuant to the merger agreement, at the effective time, Merger Sub will be merged with and into Postmates, with Postmates continuing as the surviving corporation in the first merger and as a wholly owned subsidiary of Uber. Immediately following the first merger, Postmates, as the surviving corporation in the first merger, will be merged with and into Merger Company, with Merger Company continuing as the surviving company in the second merger and as a wholly owned subsidiary of Uber.

Consideration to Postmates Stockholders

Subject to the applicable provisions of the merger agreement, at the effective time, by virtue of the first merger and without any action on the part of the parties or holders of any securities of Postmates or any other person:

·each share of Postmates common stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares) will automatically be cancelled and converted into the right to receive a number of shares of Uber common stock equal to the per share common merger consideration;
·each share of Postmates Series G preferred stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares) will automatically be cancelled and converted into the right to receive a number of shares of Uber common stock equal to the per share Series G merger consideration;
·each share of Postmates Series F preferred stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares) will automatically be cancelled and converted into the right to receive a number of shares of Uber common stock equal to the per share Series F merger consideration; and
·each share of Postmates Series E preferred stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares) will automatically be cancelled and converted into the right to receive a number of shares of Uber common stock equal to the per share Series E merger consideration.

As used in this consent solicitation statement/prospectus:

·the term “aggregate exercise amount” means the aggregate exercise price of (a) all Postmates options and Postmates stock appreciation rights, in each case, outstanding as of immediately prior to the effective time, other than any underwater options and underwater stock appreciation rights cancelled pursuant to the terms of the merger agreement, and (b) Postmates warrants which are unexpired, unexercised and outstanding as of immediately prior to the effective time and that have an exercise price per share that is less than the per share common merger consideration;
·the term “aggregate merger consideration” means a number of shares of Uber common stock (rounded to the nearest whole share) equal to the quotient of (a) the sum of (i) $2,650,000,000 plus (ii) the cash amount plus (iii) the aggregate exercise amount minus (iv) the indebtedness amount minus (v) the Postmates transaction expenses, divided by (b) the Uber trading price;
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·the term “aggregate preferred stock merger consideration” means the sum of (a) the product of (i) the per share Series G merger consideration multiplied by (ii) the aggregate number of shares of Postmates Series G preferred stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares); (b) the product of (i) the per share Series F merger consideration multiplied by (ii) the aggregate number of shares of Postmates Series F preferred stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares); and (c) the product of (i) the per share Series E merger consideration multiplied by (ii) the aggregate number of shares of Postmates Series E preferred stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares);
·the term “cash amount” means the aggregate amount of cash of Postmates and its subsidiaries as of 12:01 a.m. Pacific time on the closing date, calculated in accordance with the merger agreement;
·the term “fully diluted Postmates common stock number” means the sum of (a) the aggregate number of shares of Postmates common stock that are issued and outstanding as of immediately prior to the effective time (after giving effect to the issuance of shares upon any exercise of Postmates options prior to the effective time), (b) the aggregate number of shares of Postmates common stock that would be issuable upon the exercise or conversion of any convertible securities of Postmates (including Postmates warrants) outstanding as of immediately prior to the effective time, (c) the aggregate number of shares of Postmates common stock issuable upon the exercise of all Postmates options and the number of shares of Postmates common stock underlying the Postmates stock appreciation rights (in each case, whether vested or unvested) outstanding immediately prior to the effective time, (d) the aggregate number of shares of Postmates common stock issuable upon the vesting and settlement of all Postmates restricted stock units outstanding immediately prior to the effective time, and (e) the aggregate number of shares of Postmates common stock purchasable under or otherwise subject to any rights to acquire shares of Postmates common stock (whether or not immediately exercisable) outstanding as of immediately prior to the effective time (provided that the fully diluted Postmates common stock number will not include (i) any shares of Postmates common stock issuable upon the exercise of any underwater options or underwater stock appreciation rights to be cancelled and terminated at the effective time pursuant to the merger agreement or (ii) any shares (or common stock equivalents) of Postmates preferred stock that are issued and outstanding immediately prior to the effective time);
·the term “indebtedness amount” means the aggregate amount of indebtedness of Postmates and its subsidiaries as of 12:01 a.m. Pacific time on the closing date, calculated in accordance with the merger agreement;
·the term “per share common merger consideration” means the quotient of (a) the sum of (i) the aggregate merger consideration minus (ii) the aggregate preferred stock merger consideration, divided by (b) the fully diluted Postmates common stock number;
·the terms “per share Series G merger consideration,” “per share Series F merger consideration” and “per share Series E merger consideration” mean the number of shares of Uber common stock allocable from the aggregate merger consideration to each share of Postmates Series G preferred stock, Postmates Series F preferred stock and Postmates Series E preferred stock, respectively, that is issued and outstanding as of immediately prior to the effective time, in each case accordance with the Postmates amended certificate (as described under “The Merger Agreement—The Transaction”) and as set forth in the spreadsheet;
·the term “Postmates transaction expenses” means the aggregate amount of unpaid fees, costs and expenses payable by Postmates and its subsidiaries in connection with the merger agreement and the transaction or any alternative transaction, calculated in accordance with the merger agreement;
·the term “spreadsheet” means the spreadsheet delivered by Postmates to Uber prior to the closing with a calculation of the aggregate merger consideration and the allocation of the applicable portion thereof to Postmates stockholders and certain other information as set forth in the merger agreement; and
·the term “Uber trading price” means $31.45.
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Hypothetical Example of Effect of Uber Closing Price on Consideration Payable to Postmates Stockholders

The table below demonstrates the potential impact of fluctuations in the average of the closing price per share of Uber common stock over the 10 trading day period ending five trading days prior to the closing date (the “Uber closing price”) on the consideration payable to holders of Postmates common stock, Postmates Series E preferred stock, Postmates Series F preferred stock and Postmates Series G preferred stock in the transaction, based on three hypothetical scenarios in which the Uber closing price is $15.00, $31.45 and $45.00, respectively. The table below assumes that:

·the aggregate merger consideration is 93,074,595 shares of Uber common stock;
·the fully diluted Postmates common stock number is 147,279,903;
·the aggregate number of shares of Postmates Series E preferred stock, Postmates Series F preferred stock and Postmates Series G preferred stock is 76,480,863, 15,665,925 and 16,380,015, respectively;
·the liquidation preference per share of Postmates Series E preferred stock, Postmates Series F preferred stock and Postmates Series G preferred stock, including any declared (or, in the case of Postmates Series G preferred stock, accrued) and unpaid dividends thereon is $5.2669, $7.9791 and $14.43165, respectively; and
·no Postmates stockholders exercise appraisal or dissenters’ rights.

The assumptions outlined above with respect to share amounts are based on share amounts of Postmates as of September 1, 2020.

The table below is illustrative only. A change in any of the above assumptions would result in different outcomes. The consideration that a Postmates stockholder actually receives will be based on the actual aggregate merger consideration, aggregate preferred stock merger consideration, fully diluted common stock number and Uber closing price, and the value of the consideration that a Postmates stockholder actually receives may not be shown in the table below.

Hypothetical
Scenario
Uber Closing
Price
Per Share Series E
Merger
Consideration(1)
Per Share Series F
Merger
Consideration(1)
Per Share Series G
Merger
Consideration(1)
Per Share Common
Merger
Consideration(1)
1 $15.00 0.3511 ($5.27) 0.5319 ($7.98) 0.9621 ($14.43) 0.2860 ($4.29)
2 $31.45 0.3573 ($11.24) 0.3573 ($11.24) 0.4589 ($14.43) 0.3573 ($11.24)
3 $45.00 0.3638 ($16.37) 0.3638 ($16.37) 0.3638 ($16.37) 0.3638 ($16.37)

 

(1)The table presents the per share Series E merger consideration, per share Series F merger consideration, per share Series G merger consideration and per share common merger consideration, in each case in shares of Uber common stock, with the corresponding illustrative value of such Uber common stock (based on the Uber closing price in the applicable hypothetical scenario) noted in parentheses. The values presented do not take into account the payment of cash in lieu of fractional shares.

Background of the Transaction

Each of Uber and Postmates periodically evaluates opportunities to achieve its long-term operational and financial goals and to enhance stockholder value, including through potential strategic transactions such as business combinations, divestitures, acquisitions and similar transactions. As part of Uber’s ongoing evaluation of such opportunities, Uber’s senior management identified Postmates as a potential candidate for a strategic transaction with Uber. Postmates’ ongoing evaluation of such opportunities has included, from time to time, among other things, (i) continuing to execute on Postmates’ current standalone business plan, (ii) potential opportunities for significant partnerships, strategic alliances, or acquisitions or business combinations to grow Postmates’ business and operations, (iii) an initial public offering of Postmates common stock (an “IPO”) and (iv) a possible sale of, or business combination involving, Postmates.

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Beginning in late 2018, Postmates commenced initial preparations for a potential IPO. After evaluating several investment banks, the Postmates board authorized the engagement of J.P. Morgan Securities LLC (“J.P. Morgan”) to act as lead underwriter for such IPO.

On January 22, 2019, Postmates confidentially submitted a registration statement on Form S-1 (the “Form S-1”) to the SEC with respect to an IPO. Following the initial submission of the Form S-1, Postmates continued to prepare for a potential IPO and ultimately confidentially submitted a number of amendments to the Form S-1 to the SEC in connection therewith between March 2019 and May 2020.

Between May and July 2019, representatives of Uber and Postmates held preliminary discussions regarding a potential strategic transaction. At the time, Uber was focused on opportunities in the food delivery space that would be complementary to Uber Eats, drive continued growth, and enable Uber to improve its operating efficiency and accelerate its path to profitability. In connection with such discussions, Uber submitted to Postmates a preliminary, non-binding indication of interest with respect to a potential acquisition of 100% of the equity interests of Postmates in exchange for Uber common stock with an aggregate value of $1.9 billion. However, such discussions did not result in a proposal for a strategic transaction that either party determined to be actionable due to, among other things, Uber’s assessment that Postmates’ underlying unit economics were improving but remained in a challenged state, as a result of which the parties were not able to reach an understanding on valuation. Additionally, Uber was considering other potential strategic transactions, including transactions in the on-demand food delivery space and adjacent verticals. For example, in October 2019, Uber announced that it had agreed to acquire majority ownership of Cornershop, a provider of online grocery delivery primarily operating in Mexico and Chile. In late July 2019, the parties agreed to discontinue further discussions regarding a potential acquisition of Postmates by Uber at that time.

Following the termination of discussions between Uber and Postmates, Postmates continued to prepare for a potential IPO. In addition, in September 2019, Postmates issued and sold shares of Postmates Series G preferred stock for aggregate proceeds of approximately $150 million.

In late 2019 and early 2020, Uber continued to explore a potential strategic transaction in the dynamic and highly competitive food delivery space. With consumers and restaurants increasingly turning toward delivery, a trend that accelerated with the COVID-19 pandemic, Uber believed that a business combination with a major player in the food delivery space could position it to benefit from this structural shift and accelerate the competitive strengths and progress toward profitability of Uber’s Eats business, as well as continue to innovate to deliver better experiences for consumers, delivery personnel and restaurants, among other strategic benefits.

Prior to the COVID-19 pandemic’s major impact on the United States, Postmates had been planning to publicly launch its initial public offering in March 2020. In connection with such planning and the Postmates board and management’s ongoing evaluation of potential strategic alternatives, on March 17, 2020, Postmates formally engaged J.P. Morgan as its financial advisor based on, among other things, Postmates’ familiarity with J.P. Morgan and J.P. Morgan’s reputation, deal experience and knowledge and familiarity with Postmates’ business based in part upon its role as lead underwriter for a potential IPO.

On May 7, 2020, during Uber’s quarterly conference call to discuss its financial results for the first quarter of 2020, Uber’s Chief Executive Officer observed that, in the food delivery category, there was consolidation happening on a global basis, as bigger players can not only provide better service for restaurants and consumers, but can also provide a better service on a more sustainable economic basis.

Later in May 2020, media stories reported that Uber and Grubhub Inc. (“Grubhub”) were engaging in discussions regarding a possible strategic transaction. Certain reports noted the belief among certain analysts that consolidation in online food delivery would be likely to occur, and also indicated that while the COVID-19 pandemic had been a boon to the demand side of the marketplace as more people had turned to meal delivery, it had also created new challenges for the industry and increased the potential benefits of consolidation. In connection with one such report, Uber made a statement that it would not respond to speculation, but that it was always looking to provide value to customers and had shown itself to be disciplined with capital.

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On June 3, 2020, a representative of a publicly traded blank check special purpose acquisition company that had raised over $675 million in cash in its initial public offering (“SPAC A”) submitted to Postmates a preliminary, non-binding term sheet with respect to a potential acquisition of Postmates by SPAC A. The term sheet contemplated the acquisition of 100% of the outstanding equity interests of Postmates in exchange for shares of common stock of SPAC A at an aggregate valuation of Postmates of approximately $2.5 billion. The term sheet also contemplated, among other things, that the acquisition would be conditioned upon SPAC A retaining a minimum of $400 million in cash at the closing of the acquisition and that a portion of the shares of SPAC A’s common stock held by the sponsors of SPAC A would be subject to certain vesting terms and would only vest in the event that the trading price of SPAC A’s common stock exceeded certain price thresholds.

 

From June 3 to June 11, 2020, Postmates and its representatives engaged in discussions with SPAC A and its representatives regarding due diligence matters and the proposed terms of a potential transaction between Postmates and SPAC A.

On June 11, 2020, a representative of another publicly traded blank check special purpose acquisition company domiciled outside of the United States that had raised over $350 million in cash in its initial public offering (“SPAC B”), submitted to Postmates a preliminary, non-binding term sheet with respect to a potential acquisition of Postmates by SPAC B. The term sheet contemplated the acquisition of 100% of the outstanding equity interests of Postmates in exchange for shares of common stock of SPAC B and ascribed an enterprise value of $2.3 billion to Postmates on a cash-free, debt-free basis. The term sheet also contemplated, among other things, that the acquisition would be conditioned upon SPAC B retaining a minimum of $350 million in cash at the closing of the acquisition and the issuance of 10-to-1 “high vote” shares to Postmates’ co-founders.

On June 12, 2020, the Postmates board held a telephonic meeting, with members of Postmates senior management and representatives of Latham & Watkins LLP (“Latham”), outside legal counsel to Postmates, and J.P. Morgan also in attendance, to discuss a potential IPO and the term sheets received from each of SPAC A and SPAC B. Representatives of SPAC A were also invited to attend a portion of the meeting to make a presentation to the Postmates board regarding SPAC A’s proposed terms for a business combination and its vision for the operation and strategy of the combined company following such a transaction. Following the presentation by representatives of SPAC A, such representatives left the meeting. Postmates management provided the Postmates board with an update on a potential IPO and on Postmates’ financial results, noting the recent improvement in the performance of Postmates’ business resulting primarily from increased demand arising from the COVID-19 pandemic. As part of the process employed by Postmates to assess the value of a potential transaction with SPAC A or SPAC B or a potential IPO, the Postmates board considered, among other factors, (i) the valuation ascribed to Postmates in such potential transaction, (ii) the certainty and amount of capital that would be available to Postmates upon completion of such potential transaction and (iii) the speed with which such potential transaction could be completed. Representatives of J.P. Morgan and Latham provided a summary of the term sheets received from SPAC A and SPAC B, noting that (a) the valuation ascribed to Postmates in SPAC B’s proposal was significantly lower than the valuation ascribed to Postmates in SPAC A’s proposal and (b) the minimum cash condition, which was of significance to Postmates in that it relates to the amount of cash that would be available to Postmates to meet its future capital requirements and pursue various strategic initiatives following the completion of a proposed transaction, of $350 million in SPAC B’s proposal was lower than the minimum cash condition of $400 million set forth in SPAC A’s proposal. Representatives of J.P. Morgan also reviewed with the Postmates board certain considerations related to an IPO and a business combination transaction with SPAC A or SPAC B, including with respect to speed, certainty and valuation, noting that (i) an IPO was expected to be completed prior to the end of July while a business combination with SPAC A or SPAC B was expected to be completed no earlier than the end of August or beginning of September, (ii) a business combination transaction with SPAC A or SPAC B would provide greater certainty of capital than an IPO and (iii) notwithstanding the greater certainty of capital, a business combination transaction with SPAC A or SPAC B was expected to result in a lower overall valuation to Postmates’ existing stockholders as compared to an IPO. Representatives of J.P. Morgan and Latham then discussed potential revisions to SPAC A’s proposed terms, including, among others, an increase to the portion of SPAC A’s sponsors’ common shares to be subject to vesting and the price targets applicable to such vesting. Following further discussion, the Postmates board directed management, J.P. Morgan and Latham

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to continue to negotiate improved terms with SPAC A while simultaneously continuing preparations for a potential IPO. The Postmates board did not direct management to pursue further discussions with SPAC B.

On June 10, 2020, Grubhub announced its entry into a definitive agreement to be acquired by Just Eat Takeaway.com NV in an all-stock transaction. Following the announcement, a representative of Uber publicly stated that Uber believed that the food delivery industry would require continued consolidation in order to reach its full potential for consumers and restaurants, and that Uber remained interested in potential strategic opportunities to grow its food delivery business and would be a consolidator for the right assets at the right price. Consistent with its public statements, and in light of Grubhub’s decision to enter into a transaction with Just Eat Takeaway and Uber’s continued interest in potential strategic opportunities in the food delivery space, Uber began to explore again whether Postmates might present an attractive acquisition opportunity.

 

On June 13, 2020, Postmates’ Chief Executive Officer and Uber’s Chief Executive Officer had a telephone discussion during which Uber’s Chief Executive Officer expressed Uber’s interest in exploring a potential acquisition of Postmates. Following the discussion, a representative of Uber delivered a mutual non-disclosure agreement (which did not contain a standstill provision) to representatives of Postmates. In light of the earlier media scrutiny and speculation surrounding a potential strategic transaction between Uber and Grubhub, and Uber’s belief that the risk of potential leaks could disrupt its and Postmates’ business and jeopardize pursuing a strategically compelling transaction, Uber emphasized the importance of confidentiality in its exploration of a potential transaction with Postmates. The mutual non-disclosure agreement was executed by the parties later that day.

Later on June 13, 2020, a representative of Postmates delivered a revised term sheet to representatives of SPAC A which contemplated, among other things, (i) revised time- and performance-based vesting terms applicable to SPAC A’s sponsors’ common shares and warrants and (ii) a termination fee, in an amount to be mutually agreed, payable by SPAC A’s sponsors in the event of a failure of the acquisition to close as a result of a failure to obtain SPAC A’s stockholder approval or a failure of the minimum cash condition.

On June 14, 2020, SPAC A’s outside counsel delivered a revised term sheet to representatives of Latham, which did not include a termination fee and noted that vesting terms applicable to SPAC A’s sponsors’ common shares and warrants were to be discussed.

On June 15, 2020, SPAC A’s outside counsel, representatives of Latham and Postmates had a telephone discussion during which the parties discussed the revised term sheet and other matters related to the potential transaction. Later that same day, SPAC A’s outside counsel delivered a revised term sheet to representatives of Latham, which contemplated, among other things, an increase in the aggregate number of SPAC A’s sponsors’ common shares and warrants subject to vesting terms and an additional issuance of shares to SPAC A’s sponsors in the event that the trading price of SPAC A’s common stock exceeded a certain trading price threshold.

On June 17, 2020, Postmates’ Chief Executive Officer and representatives of SPAC A had a telephone discussion during which Postmates’ Chief Executive Officer rejected the additional share issuance contemplated by the latest term sheet and the parties discussed further certain vesting terms applicable to SPAC A’s sponsors’ common shares and warrants. Later that same day, a representative of SPAC A delivered a revised term sheet to Postmates, which did not include the additional share issuance or performance-based vesting for SPAC A’s sponsors’ common shares and warrants subject to vesting terms. From June 17 to June 29, 2020, representatives of SPAC A, SPAC A’s outside counsel, Postmates, Latham and J.P. Morgan engaged in multiple discussions and exchanged drafts of definitive transaction and ancillary agreements as well as diligence information. The indication of interest reflected Uber’s assessment of Postmates’ improved underlying unit economics relative to 2019 and its strong execution amidst the impact of COVID-19 on its business, particularly compared with the financial profile of certain larger legacy marketplace incumbents.

Also on June 17, 2020, in preparation for an IPO, Postmates held its analyst day to discuss Postmates’ business, strategy and financial model with research analysts.

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Later on June 17, 2020, Uber’s Chief Executive Officer submitted to Postmates a non-binding indication of interest with respect to a potential acquisition of Postmates by Uber. The indication of interest contemplated the acquisition of 100% of the equity interests of Postmates in an all-stock transaction that ascribed a $2.5 billion to $2.75 billion valuation to Postmates on a cash-free, debt-free basis and assuming normalized working capital.

On June 18, 2020, Postmates’ Chief Executive Officer and Uber’s Chief Executive Officer had a telephone discussion during which Postmates’ Chief Executive Officer expressed his view that the low end of the valuation range set forth in Uber’s indication of interest was insufficient and not reflective of the full value of Postmates.

Also on June 18, 2020, representatives of J.P. Morgan had a telephone discussion with representatives of Uber to discuss Uber’s valuation of Postmates and next steps for discussions regarding a potential transaction, including the sharing of diligence information.

On June 19, 2020, representatives of J.P. Morgan had a telephone discussion with representatives of Uber during which the parties discussed Postmates’ contemplated IPO timeline and the expected due diligence process in connection with the parties’ evaluation of a potential transaction. Following such discussion, a representative of Uber delivered an exclusivity agreement to representatives of J.P. Morgan, which contemplated an exclusivity period through July 6, 2020 and which included exceptions for IPO-related activities and continuing discussions with blank check special purpose acquisition companies.

 

On June 20, 2020, representatives of J.P. Morgan delivered a revised exclusivity agreement to Uber, which, among other things, provided for an exclusivity period through July 1, 2020.

During the period following June 20, 2020, Postmates made available to representatives of Uber due diligence materials in an electronic data room, and the parties and their respective advisors held telephonic meetings in connection with their respective due diligence investigations covering various topics, including, among others, business strategy, financial and operational matters, intellectual property, material contracts, regulatory compliance and employment, tax and legal matters. Certain of these meetings involved a review of the status of the legal proceedings involving Postmates, including those described in the notes to Postmates’ consolidated financial statements attached as Annexes H and I to this consent solicitation statement/prospectus. Following these discussions, in connection with negotiating the terms of the transaction, Uber proposed that the merger agreement include a covenant that would require Postmates to notify Uber of certain legal proceedings brought against Postmates of the type discussed during the parties’ due diligence review, and to consult with and consider in good faith the views of Uber regarding the conduct of the defense of any such proceeding, to which Postmates later agreed.

On June 21, 2020, a representative of Uber delivered a revised exclusivity agreement to representatives of J.P. Morgan, which, among other things, provided for an exclusivity period through July 3, 2020.

Later on June 21, 2020, Postmates’ Chief Financial Officer and Uber’s Vice President of Corporate Development and Capital Markets had a telephone discussion during which they discussed the exclusivity agreement, and Postmates’ Chief Financial Officer requested that Uber provide a definitive valuation in advance of a meeting of the Postmates board on June 27, 2020 and communicated Postmates’ expectation that any definitive agreement for a transaction between the parties would be a public company-style merger agreement. Following the discussion, representatives of Latham delivered a revised exclusivity agreement to representatives of Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), Uber’s outside counsel, which provided for an exclusivity period through June 29, 2020.

On June 22, 2020, Postmates and Uber executed an exclusivity agreement (the “exclusivity agreement”), which provided for an exclusivity period through June 29, 2020 and contained exceptions for IPO-related activities and continuing discussions with blank check special purpose acquisition companies.

From June 22 through June 24, 2020, in preparation for an IPO, Postmates held testing-the-waters meetings with potential investors.

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On June 25, 2020, representatives of J.P. Morgan and Uber had a telephone discussion to discuss timing of a potential transaction and valuation matters.

Also on June 25, 2020, a representative of Wachtell Lipton sent a draft merger agreement to representatives of Latham. The merger agreement contemplated, among other things, (i) certain limitations on Uber’s obligations to obtain required antitrust approvals, including a disclaimer of any obligation for Uber to take any action that would reasonably be expected to have a materially adverse impact on the expected benefits of the transaction to Uber or to take certain actions with respect to specific businesses or markets of Uber or Postmates, including any obligation to divest (x) any assets of Uber other than assets of Uber Eats, (y) any part of Postmates’ business in certain metropolitan areas where Postmates and Uber Eats both maintain a strong presence or (z) any technology or software of Uber Eats, (ii) a termination fee of an unspecified amount payable by Uber in the event of a failure to obtain required antitrust approvals, (iii) heightened standards for the accuracy of certain of Postmates’ representations and warranties as a condition to Uber’s obligation to close the transaction, including representations and warranties regarding title to and sufficiency of assets, certain tax matters and capitalization, and (iv) certain indemnification obligations on the part of Postmates stockholders, with a portion of the consideration to be held in escrow as partial security for such indemnification obligations. In addition, the merger agreement provided that the consideration payable by Uber would be calculated based on a VWAP of Uber common stock for an unspecified trading period prior to the signing of the merger agreement.

On the morning of June 26, 2020, a committee of the Uber board, which the Uber board established on May 12, 2020 for the purpose of analyzing, evaluating and, if applicable, approving certain strategic transactions with respect to Uber’s Eats business (the “Uber transaction committee”), held a special telephonic meeting, with members of Uber senior management and members of Uber’s Eats, corporate development and legal teams also in attendance. At the meeting, members of Uber senior management provided an update on the status of discussions and developments with Postmates with respect to the potential transaction and related timing considerations. The Uber transaction committee and members of Uber senior management also discussed certain proposed terms of, and the strategic rationale for, the transaction and reviewed certain preliminary business and financial analyses with respect to the transaction. In particular, members of Uber senior management noted that by combining Uber and Postmates’ scale, technology and differentiated geographic focus areas and customer demographics, the transaction was expected to drive continued growth, improve operating efficiency and accelerate Uber’s path to profitability. Following discussion, the Uber transaction committee authorized Uber senior management to proceed to negotiate the transaction on the terms discussed at the meeting.

Also on June 26, 2020, senior management of Postmates and representatives of J.P. Morgan and Latham discussed by telephone the proposed draft merger agreement. Following such discussion, Postmates’ Chief Financial Officer communicated Postmates’ position on certain matters to Uber’s Vice President of Corporate Development and Capital Markets, including Postmates’ position that (i) Uber be obligated to close the transaction in certain circumstances even if it was required to take actions that would reasonably be expected to have a materially adverse impact on the expected benefits of the transaction to Uber or that would impact specific markets, including certain metropolitan areas where Postmates and Uber Eats both maintain a strong presence, in order to obtain antitrust approval, (ii) Postmates’ stockholders should not be subject to indemnification or escrow obligations and (iii) for purposes of the closing condition in the merger agreement related to the accuracy of Postmates’ representations and warranties, such representations and warranties should be qualified by a “material adverse effect” standard (rather than an “all material respects” or “de minimis” standard), other than with respect to certain customary fundamental representations and warranties. Representatives of Latham and Wachtell Lipton also discussed by telephone the proposed draft merger agreement.

On June 27, 2020, Uber’s Vice President of Corporate Development and Capital Markets communicated to Postmates’ Chief Financial Officer certain supplemental proposed transaction terms. These terms ascribed a $2.65 billion valuation to Postmates, and contemplated that the Uber common stock to be issued to Postmates stockholders in the transaction would be valued based on the VWAP of Uber common stock for the 30 trading days prior to the signing of the merger agreement, among other things.

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Also on June 27, 2020, a representative of Wachtell Lipton communicated a revised position regarding certain antitrust provisions to a representative of Latham, which such position included an affirmative obligation for Uber to take certain actions with respect to the divestiture of assets in order to obtain antitrust approvals, including assets of the Uber Eats business in certain metropolitan areas where Postmates and Uber Eats both maintain a strong presence, subject to a financial cap that would be agreed upon by the parties, and representatives of Uber, Wachtell Lipton, Postmates and Latham participated in telephone calls regarding diligence matters.

Later on June 27, 2020, Postmates’ Chief Executive Officer and Uber’s Chief Executive Officer had a telephone discussion during which Postmates’ Chief Executive Officer communicated a counterproposal which ascribed a $2.75 billion valuation to Postmates and contemplated that the Uber common stock to be issued to Postmates stockholders in the transaction would be valued based on either a fixed price of $30.00 per share or the VWAP of Uber common stock for the five-to-eight trading days prior to the signing of the merger agreement. In addition, the counterproposal contemplated a public company-style merger agreement, with no indemnification or escrow provisions.

Later on June 27, 2020, Postmates’ Chief Executive Officer and Uber’s Chief Executive Officer had a telephone discussion during which Uber’s Chief Executive Officer indicated that Uber would be willing to agree to terms that ascribed a $2.75 billion valuation to Postmates, provided that the merger agreement contained certain indemnification obligations on the part of Postmates stockholders and that a portion of the consideration would be held in escrow as partial security for such indemnification obligations. Uber’s Chief Executive Officer also proposed that the Uber common stock to be issued to Postmates stockholders in the transaction would be valued based on the VWAP of Uber common stock for the 10 trading days prior to the signing of the merger agreement.

Later on June 27, 2020, the Postmates board held a telephonic meeting, with members of Postmates senior management and representatives of Latham and J.P. Morgan also in attendance, to discuss the status of Postmates’ exploration of strategic alternatives, including its contemplated IPO, a potential business combination with SPAC A and a potential business combination with Uber. Postmates management first provided an update on the proposed terms of a potential business combination with Uber. Representatives of J.P. Morgan then reviewed with the Postmates board the three strategic alternatives under consideration. With respect to a potential IPO, representatives of J.P. Morgan noted that Postmates had completed its testing-the-waters meetings and was prepared to publicly file its Form S-1 in early July 2020. With respect to a potential business combination with SPAC A, J.P. Morgan indicated that the key vesting terms of SPAC A’s common shares held by the sponsors of SPAC A had been finalized and that senior management of SPAC A had stated that SPAC A was prepared to execute definitive transaction documents. With respect to a potential business combination with Uber, representatives of J.P. Morgan discussed the most recent terms proposed by Uber, as described above. Representatives of J.P. Morgan then reviewed with the Postmates board, and the Postmates board considered, as part of the process employed by Postmates to assess the value of the potential transactions, certain considerations related to these strategic alternatives, including with respect to speed, certainty and valuation, as well as the factors described in the section entitled “The Transaction – Postmates’ Reasons for the Transaction; Recommendation of the Postmates Board.” Representatives of J.P. Morgan noted that an IPO presented certain timing advantages relative to a business combination with Uber, in light of the expected regulatory review period for the transaction, but that a business combination transaction with SPAC A or Uber would provide greater certainty of capital than an IPO and a business combination transaction with SPAC A was expected to result in a lower overall valuation for Postmates’ existing stockholders as compared to an IPO or a business combination with Uber (which ascribed a valuation at the higher end of the expected pricing range of an IPO). Representatives of J.P. Morgan then provided an overview of Uber’s historical stock price performance and key operating and trading metrics. The Postmates board discussed certain risks and uncertainties related to the operation of Postmates on a standalone basis and in connection with and following an IPO. The Postmates board also discussed certain near-term capital requirements of Postmates, including that Postmates would likely require at least $100 million in new capital to operate its business during the next 12 months. Following discussion, the Postmates board agreed to consider the information discussed at the meeting and meet again the next morning.

 

On the morning of June 28, 2020, the Postmates board held a telephonic meeting, with members of Postmates senior management and representatives of Latham and J.P. Morgan also in attendance, to discuss next steps in connection with

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Postmates’ ongoing evaluation of strategic alternatives, including possible ways in which the terms proposed by Uber could be made more favorable to Postmates. Following discussion, the Postmates board directed management, J.P. Morgan and Latham to continue to negotiate improved terms with Uber, including, among other things, a $2.65 billion valuation of Postmates, subject to entering into a merger agreement with no indemnification or escrow provisions, a 25% collar on the VWAP used to determine the stock consideration payable by Uber, $100 million in interim financing to be provided by Uber to Postmates during the pre-closing period, which would not be deducted from the consideration payable by Uber at closing, and a 6% termination fee payable by Uber to Postmates in the event of a failure to obtain required antitrust approvals, which termination fee would increase at a rate of 1.25% per month commencing on the one-year anniversary of the date of the merger agreement if the closing had not occurred by such date.

At the direction of the Postmates board, representatives of Postmates and J.P. Morgan had a telephone discussion with representatives of Uber during which the terms outlined by the Postmates board were communicated to Uber. A representative of Uber subsequently communicated to representatives of Postmates and J.P. Morgan that Uber would be willing to agree to terms that ascribed a $2.65 billion valuation to Postmates, with no indemnification or escrow. However, any outstanding amounts under the $100 million initial loan would be deducted from the consideration payable by Uber at the closing of the transaction. A representative of Uber also proposed a 5% termination fee payable by Uber to Postmates in the event of a failure to obtain required antitrust approvals, with no escalation of such fee, and a 20% collar on the VWAP used to determine the stock consideration payable by Uber, among other terms.

Later on June 28, 2020, the Postmates board held another telephonic meeting, with members of Postmates senior management and representatives of Latham and J.P. Morgan also in attendance, to discuss Uber’s latest proposed transaction terms. Following discussion, the Postmates board directed management and J.P. Morgan to continue to negotiate improved terms with Uber, including certain terms intended to mitigate perceived risks related to the antitrust review process for the transaction arising from the similar businesses of Uber Eats and Postmates and interim financing from Uber to support Postmates’ capital requirements during the period prior to the closing of the transaction, which the Postmates board had determined would likely be at least $100 million during the next 12 months. Such terms were subsequently communicated to representatives of Uber.

 

Also on June 28, 2020, representatives of Uber, Wachtell Lipton, Postmates and Latham participated in telephone calls regarding diligence matters.

On June 29, 2020, representatives of J.P. Morgan and Uber had a telephone discussion, during which representatives of Uber communicated that Uber would agree to make available to Postmates interim financing of up to $125 million, available during the period beginning on the date of the merger agreement and ending on the one-year anniversary of the date of the merger agreement, with any amount outstanding thereunder to be deducted from the consideration payable by Uber at closing or credited against the termination fee in the event that the closing did not occur and such fee were payable, and additional interim financing of up to $75 million, available on the one-year anniversary of the date of the merger agreement, with any amount outstanding thereunder to be deducted from the consideration payable by Uber at closing or from the amount of the termination fee in the event that the closing did not occur and such fee were payable or settled in non-voting stock or repaid within 12 months if the transaction were to fail to close. In addition, representatives of Uber proposed a reverse termination fee of 5.5% and a reference price of $32.15 for valuing the Uber common stock to be issued to Postmates stockholders in the transaction, which represented the VWAP of Uber common stock for the 10 consecutive trading days ending on and including June 28, 2020. J.P. Morgan subsequently communicated the proposed terms to Postmates management.

Also on June 29, 2020, representatives of Uber, Wachtell Lipton, Postmates, J.P. Morgan and Latham participated in telephone calls regarding diligence matters. In addition, representatives of Wachtell Lipton delivered a draft support agreement to representatives of Latham, and representatives of Latham delivered a revised merger agreement to representatives of Wachtell Lipton. The revised merger agreement included, among other things, a provision obligating Uber to use reasonable best efforts to take all actions necessary or advisable to obtain required regulatory approvals unless such actions would result in a material adverse effect on Uber or Postmates, in each case measured on a scale relative to the combined size of Postmates and the Uber Eats business, and removed the

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heightened standards for the accuracy of certain of Postmates’ representations and warranties as a condition to Uber’s obligation to close the transaction.

Also on June 29, 2020, media outlets publicly reported speculation that Uber and Postmates were in discussions regarding a business combination transaction.

Later on June 29, 2020, representatives of Uber, Wachtell Lipton, Postmates, J.P. Morgan and Latham had a telephone discussion regarding the status of the transaction and open issues, including the proposed interim financing arrangements. In addition, on June 29 and again on July 2, 2020, Uber and Postmates executed amendments to the exclusivity agreement, providing for extensions of the exclusivity period through June 30, 2020 and July 5, 2020, respectively.

On June 30, 2020, a representative of Wachtell Lipton delivered to representatives of Latham a term sheet with respect to the proposed interim financing arrangements which contemplated, among other things, (i) that Uber would make available to Postmates interim financing of up to $100 million, available during the period beginning on the date of the merger agreement and ending on the one-year anniversary of the date of the merger agreement (the “initial loan”), and additional interim financing of up to $100 million, available on the one-year anniversary of the date of the merger agreement (the “additional loan”), (ii) that the aggregate outstanding principal amount of the initial loan plus any accrued interest would be deducted from the portion of the aggregate merger consideration payable by Uber to Postmates stockholders at the closing, credited against the termination fee if the closing did not occur and the termination fee is payable by Uber to Postmates, or repaid within 12 months if the transaction were to fail to close, (iii) that the aggregate outstanding principal amount of the additional loan plus any accrued interest would be forgiven if the closing occurs or the merger agreement is terminated at least 180 days after the date of the additional loan (the “forgiveness date”), forgiven partially based upon an agreed methodology and forgiveness schedule if the closing occurs prior to the forgiveness date, or forgiven partially with the remainder to be repaid within 12 months if the merger agreement is terminated prior to the forgiveness date, and (iv) certain other terms with respect to the treatment of the initial loan and the additional loan. Representatives of Wachtell Lipton and Latham also held several telephone discussions to discuss open issues in the merger agreement, including the proposed terms of the interim financing arrangements.

 

Also on June 30, 2020, the Postmates board held a telephonic meeting, with members of Postmates senior management and representatives of Latham and J.P. Morgan also in attendance, to discuss the status of the negotiations with Uber. Following discussion, the Postmates board directed management, J.P. Morgan and Latham to continue negotiations with Uber and its representatives.

Later on June 30, 2020, a representative of Wachtell Lipton delivered a revised draft of the merger agreement to representatives of Latham.

Also on June 30, 2020, Khai Ha, a member of the Postmates board affiliated with GPI Capital Gemini HoldCo LP and GPI Capital Guardian III LP (collectively, “GPI”), each a current Postmates stockholder, delivered to representatives of Latham a proposed letter agreement to be entered into between Postmates and GPI (the “GPI letter agreement”), which contemplated that any consent to a strategic transaction to be provided by GPI would be conditioned upon the holders of Postmates Series G preferred stock (including GPI) receiving no less than one and one-half times the sum of the original purchase price thereof, together with accrued dividends, in consideration for each share of Postmates Series G preferred stock. Pursuant to the Postmates certificate, the consent of the holders of a majority of the outstanding shares of Postmates Series G preferred stock (voting as a separate class) (the “Series G consent”) is required for any transaction deemed to be a liquidation, dissolution or winding up of Postmates under the Postmates certificate unless the per share proceeds payable to such holders at the closing of such transaction are at least one and one-half times the original purchase price of such shares. Since the transaction would constitute a deemed liquidation of Postmates under the Postmates certificate and the anticipated proceeds from the transaction were not sufficient for the holders of Postmates Series G preferred stock to receive one and one-half times the original purchase price thereof, the approval of the transaction would be subject to receipt of the Series G consent.

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On July 1, 2020, the Uber board held a special telephonic meeting, with members of Uber senior management and members of Uber’s Eats, corporate development and legal teams also in attendance. At the meeting, members of Uber senior management provided an update on the potential transaction with Postmates. The Uber board and members of Uber senior management discussed certain proposed terms of the transaction, including the consideration to be paid by Uber and the contemplated interim financing arrangements. Members of Uber’s legal and corporate development teams reviewed with the Uber board the financial performance of Postmates, certain valuation analyses, including transaction price multiple and discounted cash flow analyses, the potential synergies and benefits that could be realized from the transaction and certain risks and key due diligence findings, among other matters. It was noted that Postmates had valuable and differentiated products, technology and expertise, a complementary geographic presence, differentiated restaurant selection, strong brand loyalty and an industry-leading delivery platform. In addition, similar to Uber Eats, Postmates’ business had benefited from increased delivery due to the COVID-19 pandemic, posting significantly increased levels of gross merchandise volume, orders and revenue and growth in the number of restaurant partners and customers in recent months. Members of the Uber board and Uber senior management also discussed how the combination of Uber Eats and Postmates was expected to drive significant efficiencies and cost savings, with over $200 million in anticipated run rate synergies one year following closing, and bring benefits to all sides of the marketplace, including consumers, delivery personnel and restaurants. Following discussion, the Uber board authorized Uber senior management to continue to negotiate and finalize the terms of the transaction and delegated to the Uber transaction committee the authority to formally approve the transaction.

On July 1, 2020, representatives of Uber, Wachtell Lipton, Postmates, J.P. Morgan and Latham had multiple discussions and exchanged further correspondence regarding the terms of the merger agreement, the interim financing and related transaction documents. During the course of such discussions, Uber agreed, among other things, to use reasonable best efforts to obtain required antitrust approvals, subject to certain limitations, including that it will not be required to take any action that, individually or in the aggregate, would or would reasonably be expected to have a materially adverse effect on Postmates, Uber and/or their respective subsidiaries, in each case measured on a scale relative to the combined size of Postmates and its subsidiaries, taken as a whole, as described in the section entitled “The Merger Agreement—Covenants and Agreements—Reasonable Best Efforts; Regulatory Filings and Other Actions,” including the definition of “unacceptable condition” agreed to by the parties as set forth therein. Uber also agreed that each of the initial loan and the additional loan would be repaid within two years if the transaction were to fail to close, subject to an increased interest rate on any amounts outstanding as of the date of termination of the merger agreement in circumstances where Postmates was not entitled to receive the termination fee.

 

Also on July 1, 2020, the compensation committee of the Postmates board held a telephonic meeting, with members of Latham also in attendance, to discuss compensation and retention matters relating to a potential strategic transaction with Uber.

On July 2 and July 3, 2020, representatives of the parties exchanged revised drafts of the merger agreement and related transaction documents, and had multiple discussions and exchanged further correspondence regarding the terms of the merger agreement and related transaction documents, as well as certain diligence matters. During these discussions, the parties agreed, among other things, to continue discussions on the basis of a reference price of $31.45 per share for valuing the Uber common stock to be issued to Postmates stockholders in the transaction, which represented the VWAP of Uber common stock for the 10 consecutive trading days ending on and including June 29, 2020 (the last trading day prior to media reports regarding speculation that Uber and Postmates were in discussions regarding a business combination transaction), which would not be subject to a collar. The parties also agreed that, for purposes of the closing condition in the merger agreement related to the accuracy of Postmates’ representations and warranties, such representations and warranties would be qualified by a “material adverse effect” standard, other than with respect to certain customary fundamental representations and warranties. The parties also agreed that the additional loan would be forgiven based on an agreed upon methodology and forgiveness schedule. 

Also on July 2, 2020, in lieu of the GPI letter agreement, GPI proposed that the Postmates certificate be amended to provide that the liquidation preference for the Postmates Series G preferred stock in connection with the mergers be equal to one and one-half times the original purchase price thereof, as a result of which amendment

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the approval of the transaction would no longer be subject to receipt of the Series G consent. Postmates agreed to such proposal.

On July 3, 2020, the Uber transaction committee held a special telephonic meeting, with members of Uber senior management and members of Uber’s Eats, corporate development and legal teams also in attendance. At the meeting, members of Uber senior management provided an update on the proposed transaction with Postmates. The Uber transaction committee and members of Uber senior management discussed certain key terms of the transaction, as reflected in the latest draft merger agreement and related transaction documents, the proposed announcement and communications plan, the strategic rationale for the combination and related matters. Following discussion, the Uber transaction committee approved the merger agreement and the transaction, determined that the merger agreement and the transaction are fair to and in the best interests of Uber and its stockholders, and authorized Uber senior management to finalize and execute the merger agreement and related transaction documents, with such approval also constituting the approval of the Uber board.

Later on July 3, 2020, the Postmates board held a telephonic meeting, with members of Postmates senior management and representatives of Latham and J.P. Morgan also in attendance, to discuss the status of the potential transaction with Uber and Postmates’ other strategic alternatives. Representatives of J.P. Morgan reviewed with the Postmates board the status of, and certain considerations related to, the three strategic alternatives under consideration by the Postmates board. Representatives of J.P. Morgan reviewed certain key criteria to consider with respect to these strategic alternatives that had previously been discussed by the Postmates board, including speed, certainty and valuation, and noted that the certainty of a strategic transaction with Uber had been increased as a result of the parties’ negotiations. Representatives of J.P. Morgan then reviewed with the Postmates board Uber’s historical stock price performance and key operating and trading metrics. Representatives of Latham reviewed the fiduciary duties of the Postmates board in the context of considering Postmates’ strategic alternatives and outlined certain key terms of the merger agreement, including the interim financing arrangements and Uber’s obligations with respect to antitrust matters. Following discussion, the Postmates board directed management, J.P. Morgan and Latham to negotiate proposed final terms of the transaction with Uber. Following such discussion, the members of Postmates senior management and representatives of J.P. Morgan in attendance left the meeting and the Postmates board met in executive session to discuss compensation and retention matters relating to the transaction.

 

Also on July 3, 2020, representatives of GPI’s counsel exchanged drafts of the Postmates certificate amendment and discussed the same by telephone with representatives of Latham, and GPI’s counsel delivered a draft cost reimbursement agreement pursuant to which GPI would be entitled to reimbursement of legal costs in an amount up to $100,000 arising out of the negotiation or completion of the transaction. Such agreement was executed on July 5, 2020.

On July 4 and July 5, 2020, representatives of Wachtell Lipton and Latham exchanged drafts of the merger agreement and related transaction documents and finalized the terms thereof.

On July 5, 2020, the Postmates board held a telephonic meeting, with members of Postmates senior management and representatives of Latham and J.P. Morgan also in attendance, to consider the proposed transaction with Uber, the merger agreement and the other transaction documents relating thereto. Representatives of J.P. Morgan first reviewed the three strategic alternatives under evaluation by the Postmates board — (i) an IPO, (ii) a business combination with SPAC A and (iii) a business combination with Uber — and certain key criteria to consider with respect to these strategic alternatives. Representatives of Latham then reviewed the fiduciary duties of the Postmates board in the context of considering the strategic alternatives and reviewed certain key terms of the merger agreement and the Postmates certificate amendment. After the presentations by J.P. Morgan and Latham, the Postmates board continued to discuss the potential business combination transaction with Uber and the reasons for the directors’ belief that the merger agreement and the transaction with Uber were fair to and in the best interests of Postmates and its stockholders (for more information concerning these reasons, see the section entitled “The Transaction—Postmates’ Reasons for the Transaction; Recommendation of the Postmates Board”). Following such discussion, the Postmates board approved the Postmates certificate amendment and various other compensation related matters, including an amendment

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to the Postmates equity incentive plan to provide for the accelerated vesting of equity awards in connection with certain terminations of employment following the consummation of the mergers, the Postmates retention awards to be issued to certain members of Postmates’ senior management and change in control severance agreements for certain Postmates senior management (for more information concerning these arrangements, see the section entitled “Interests of Postmates’ Directors and Executive Officers in the Transaction”). The Postmates board then unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction, including the mergers and the Postmates certificate amendment, were fair to and in the best interests of Postmates and its stockholders, and authorized Postmates’ management to execute the merger agreement with Uber.

Later that evening, Postmates and Uber executed the merger agreement.

The following morning, on July 6, 2020, Uber and Postmates issued a joint press release announcing the execution of the merger agreement.

Postmates’ Reasons for the Transaction; Recommendation of the Postmates Board

At a meeting held on July 5, 2020, the Postmates board considered the transaction and the terms of the merger agreement and the Postmates certificate amendment and unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction are fair to and in the best interests of Postmates and its stockholders. The Postmates board unanimously recommends that Postmates stockholders approve each of the proposals by executing and returning the written consent furnished with this consent solicitation statement/prospectus.

In arriving at this determination and recommendation, the Postmates board, in consultation with Postmates management and Postmates’ financial and legal advisors, engaged in numerous discussions regarding the transaction, received materials for their review and consideration, and considered a variety of factors. The following are some of the significant factors that supported the Postmates board’s decision to approve the merger agreement (which are not in any relative order of importance):

 

the opportunity to combine Uber’s and Postmates’ complementary platforms into a powerful delivery platform with differentiated geographic focus areas and customer demographics;
the fact that Postmates explored other potential strategic alternatives, including potential business combination transactions with blank check special purpose acquisition companies, remaining an independent private company or pursuing an IPO, and the Postmates board’s belief that the transaction with Uber would provide superior value to Postmates stockholders as compared to the value expected to result from such other strategic alternatives, including in light of the superior valuation of Postmates in the transaction as compared to other strategic alternatives, the potential for synergies and cost savings and the increased scale of the combined company;
the fact that, upon completion of the transaction, Postmates stockholders would receive Uber common stock as merger consideration, and would therefore have an opportunity to participate in the potential for earnings per share accretion and potential synergies created by the transaction, including approximately $225 million in annual cost synergies projected by Postmates management;
the fact that the terms of the merger agreement and related transaction documents reflected extensive negotiations between the parties and their respective advisors, and the Postmates board’s belief that the economic and other terms of the merger agreement and related transaction documents, taken as a whole, were the best that Uber would be willing to offer to Postmates stockholders;
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the fact that the reference price for valuing the Uber common stock to be issued to Postmates stockholders in the transaction is fixed at the Uber trading price of $31.45 per share, and, as a result, Postmates stockholders would have the opportunity to benefit from any increase in the trading price of Uber common stock during the pendency of the transaction;
the fact that the transaction provides Postmates stockholders with liquidity following the closing of the transaction, without any lock-up period;

the fact that the closing of the transaction is conditioned on Postmates’ receipt of a tax opinion from counsel dated as of the closing date to the effect that the mergers will (subject to customary assumptions, limitations and qualifications) qualify as a “reorganization” within the meaning of Section 368(a) of the Code;
the Postmates board’s and management’s familiarity with, and understanding of, Postmates’ business, assets, financial condition, results of operations, strategy, competitive position and prospects, the risks and uncertainties facing Postmates, and current and prospective industry, economic and market conditions and trends;
the Postmates board’s and management’s assessment of Postmates’ future financial performance and prospects on a standalone basis, taking into account, among other things, certain business, financial and execution risks, relationships with customers and suppliers, competitive dynamics, near-term capital requirements and certain other risks associated with continuing as an independent company;
information and discussions with Postmates’ management and advisors regarding Uber’s business, assets, financial condition, results of operations, strategy, competitive position and prospects, including the expected pro forma effect of the transaction on the combined company;
the presentations and financial advice provided by J.P. Morgan;
the fact that the Postmates board was aware that it had no obligation to recommend any potential transaction and that the Postmates board had the authority to “say no” to any proposals made by Uber as to any potential transaction;
the review by the Postmates board with its legal and financial advisors, as applicable, of the financial and other terms of the merger agreement and related transaction documents;
the likelihood that the transaction would be completed based on, among other things, the conditions to closing and the assessment of the Postmates board, after consulting with counsel, regarding the likelihood of obtaining all required antitrust approvals, and the termination and remedy provisions under the merger agreement in the event that the transaction is not completed due to the failure to obtain required antitrust approvals without the imposition of an unacceptable condition or otherwise, including Uber’s obligation to pay the termination fee to Postmates upon termination of the merger agreement in specified circumstances (as more fully described in the section entitled “The Merger Agreement—Expenses and Termination Fees”);

the fact that Uber’s obligation to complete the transaction is not subject to any financing condition or similar contingency;
the fact that Uber has agreed to make available to Postmates interim financing of up to $100 million, available during the period beginning on the date of the merger agreement and ending on the one-year anniversary of the date of the merger agreement, and also to make available to Postmates additional interim financing of up to $100 million, available on the one-year anniversary of the date of the merger agreement if the transaction has not been completed by such date;
the right of each of Postmates and Uber to specific performance to prevent breaches and to enforce the terms of the merger agreement (as more fully described in the section entitled “The Merger Agreement—Enforcement; Remedies”);
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the availability of appraisal and/or dissenters’ rights for Postmates stockholders who do not deliver a written consent approving the merger agreement proposal and who otherwise strictly comply with the procedures prescribed by Delaware and/or California law, as applicable; and

the customary public company nature of the representations, warranties and covenants in the merger agreement, and the absence of any post-closing indemnification obligations on the part of Postmates stockholders or related escrow provisions.

In the course of its deliberations, the Postmates board also considered a variety of risks and other potentially negative factors, including the following (which are not in any relative order of importance):

the possibility that the transaction may not be completed or may be unduly delayed for reasons beyond the control of Postmates and/or Uber, including the potential length of the antitrust review process and the risk that applicable antitrust authorities may seek to enjoin the transaction or otherwise impose conditions on Postmates and/or Uber in order to obtain clearance for the transaction that could jeopardize or delay the completion of, or reduce or delay the anticipated benefits of, the transaction;
the uncertainty around the potential state of Postmates’ business and the availability of alternative liquidity transactions, including a potential IPO, in the event the transaction is not completed;
the fact that the reference price for valuing the Uber common stock to be issued to Postmates stockholders in the transaction is fixed at the Uber trading price of $31.45 per share, and, as a result, the value of the consideration to Postmates stockholders may be less than the price per share of Uber common stock at the time of entry into the merger agreement in the event of a decline in the trading price of Uber common stock during the pendency of the transaction, and the fact that the merger agreement does not provide Postmates with a price-based termination right or other similar protection in favor of Postmates or its stockholders in such circumstances;
the potential for diversion of management and employee attention and for increased employee attrition during the period prior to completion of the transaction, and the potential effect of the transaction on Postmates’ business and relations with customers, merchants, couriers and strategic partners;
the restrictions on the conduct of Postmates’ business prior to completion of the transaction contained in the merger agreement, which, among other things, require Postmates to use its best efforts to conduct its business in all material respects in the ordinary course, subject to certain qualifications, which could, among other things, delay or prevent Postmates from undertaking business opportunities that may arise pending completion of the transaction and could negatively impact Postmates’ ability to attract and retain employees and decisions of customers, merchants, couriers and strategic partners;
the difficulty inherent in integrating the businesses of the two companies and the risk that anticipated strategic and other benefits to Postmates and Uber following the completion of the transaction, including any expected synergies, will not be realized or will take longer to realize than expected;
the transaction costs and retention costs to be incurred in connection with the transaction, regardless of whether the transaction is completed;
the fact that Postmates is not permitted to terminate the merger agreement notwithstanding receipt of a proposal for a more favorable transaction, even in the event that the Postmates board changes or withdraws its recommendation that the Postmates stockholders provide their written consent with respect to the proposals (as more fully described in the sections entitled “The Merger Agreement—Covenants and Agreements—No Solicitation by Postmates”), and the anticipation that subsequent to the execution of the merger agreement, the support stockholders would execute a support agreement requiring them to execute and deliver a written consent approving the adoption of the merger agreement and the Postmates certificate
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 amendment and related matters with respect to all of their shares of Postmates capital stock entitled to act by written consent with respect thereto, which written consent would constitute the Postmates stockholder approval and the Postmates certificate amendment approval (as more fully described in the section entitled “Support Agreement”);

the fact that if the transaction is not completed, Postmates will have expended significant human and financial resources on a failed transaction;
the fact that the consideration to be issued to Postmates stockholders in the transaction will not be adjusted if there is a change in the trading price of Uber common stock, and holders of Postmates preferred stock will have certain preferential rights relative to holders of Postmates common stock with respect to such consideration in accordance with the Postmates amended certificate and the merger agreement, which, depending on the closing price per share of Uber common stock during a specified period prior to the closing date, may result in substantial diminution in the value of the consideration that holders of Postmates common stock are entitled to receive in accordance with the merger agreement and the Postmates amended certificate relative to the value that holders of Postmates preferred stock are entitled to receive in accordance with the merger agreement and the Postmates amended certificate and/or relative to the value that would be received based on the value of Uber common stock as of the date of the merger agreement; and
various other risks associated with the transaction and the businesses of Postmates, Uber and the surviving company following the completion of the transaction described in the sections entitled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

In addition to considering the factors described above, the Postmates board considered the fact that some of Postmates’ directors and executive officers have other interests in the transaction that may be different from, or in addition to, the interests of Postmates stockholders generally, as more fully described in the section entitled “Interests of Postmates’ Directors and Executive Officers in the Transaction.”

The Postmates board concluded that the risks, uncertainties and potentially negative factors associated with the transaction were outweighed by the potential benefits that it expected Postmates and its stockholders would achieve as a result of entering into the transaction. Accordingly, the Postmates board unanimously approved and declared advisable the merger agreement and the transaction, upon the terms and conditions set forth in the merger agreement, and unanimously determined that the merger agreement and the transaction are fair to and in the best interests of Postmates and its stockholders.

 

The foregoing discussion of the factors considered by the Postmates board includes the principal positive and negative factors, but is not intended to be exhaustive and may not include all of the factors considered by the Postmates board. In view of the wide variety of factors considered by the Postmates board in connection with its evaluation of the transaction and the complexity of these matters, in reaching its decision to approve the merger agreement and the transaction and to make its recommendation to Postmates stockholders, the Postmates board did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors and/or considered other factors altogether. The Postmates board considered each of the applicable factors as a whole in context of the transaction, including thorough discussions with Postmates management and Postmates’ financial and legal advisors, and overall considered such factors to be favorable to, and to support, its determination. It should be noted that this explanation of the reasoning of the Postmates board and certain information presented in this section is forward-looking in nature and, therefore, that information should be read in light of the factors discussed in the sections entitled “Special Note Regarding Forward-Looking Statements” and “Risk Factors.”

Postmates Unaudited Forecasted Financial Information

 

Postmates is a privately held company and does not as a matter of course publicly disclose financial projections or forecasts as to future performance, revenues, earnings or other results given, among other things, the unpredictability, uncertainty and subjectivity of the underlying assumptions and estimates inherent in preparing

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financial projections and forecasts. As a result, Postmates does not endorse such projections or forecasts, including the unaudited forecasted financial information of Postmates presented in the following tables in this section entitled “Postmates Unaudited Forecasted Financial Information” (collectively, the “Postmates unaudited forecasted financial information”), as a reliable indication of future results. Moreover, the Postmates unaudited forecasted financial information was prepared by Postmates management (or, in the case of certain forecasted financial information of Uber set forth below, derived from publicly available Wall Street research analyst reports) for internal use and was based on estimates, assumptions and judgments made by Postmates management (or Wall Street research analysts, as applicable) at the time of its preparation and speaks only as of such time. Except as required by law, Postmates has no obligation to update the Postmates unaudited forecasted financial information, and it has not done so and does not intend to do so.

 

The Postmates unaudited forecasted financial information was prepared by Postmates management (or, in the case of certain forecasted financial information of Uber set forth below, derived from publicly available Wall Street research analyst reports) on a standalone basis, without giving effect to the mergers, and provided to the Postmates board for the purposes of considering, analyzing and evaluating Postmates’ strategic and financial alternatives, including the mergers, and to Postmates’ financial advisor. The Postmates unaudited forecasted financial information is not being included in this consent solicitation statement/prospectus to influence the voting decision of any Postmates stockholder with respect to the transaction, but instead because such information, in whole or in part, was provided, or formed the basis of what was provided, to the Postmates board and Postmates’ financial advisor in connection with the Postmates board’s evaluation of the transaction as described herein. Uber did not participate in the preparation of, or otherwise endorse or approve, the Postmates unaudited forecasted financial information, including, without limitation, the adjusted net revenue and adjusted EBITDA of Uber included therein, which were derived from publicly available Wall Street research analyst reports.

You should note that the Postmates unaudited forecasted financial information constitutes forward-looking statements. Please see the section entitled “Special Note Regarding Forward-Looking Statements” for more information. You should also note that the Postmates unaudited forecasted financial information was not prepared with a view toward public disclosure or with a view toward complying with GAAP, the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Postmates unaudited forecasted financial information was prepared utilizing Postmates’ historical internal forecast approach and does not give effect to all adjustments required by GAAP nor the adoption of any new accounting pronouncements.

 

The Postmates unaudited forecasted financial information has been prepared by, and is the sole responsibility of, Postmates management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to such information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP reports included and incorporated by reference in this consent solicitation statement/prospectus relate to Postmates’ and Uber’s previously issued historical financial statements, respectively. They do not extend to the Postmates unaudited forecasted financial information and should not be read to do so.

The Postmates unaudited forecasted financial information should not be relied upon as necessarily indicative of actual future results, and readers of this consent solicitation statement/prospectus are cautioned not to place undue reliance on the Postmates unaudited forecasted financial information. Furthermore, since the Postmates unaudited forecasted financial information covers multiple years, such information by its nature becomes less predictive with each successive year. Although the Postmates unaudited forecasted financial information is presented with numerical specificity, the Postmates unaudited forecasted financial information reflects assumptions, estimates and judgments that are inherently uncertain and, although considered reasonable by Postmates’ management as of the date of their use in preparing the Postmates unaudited forecasted financial information, are subject to significant business, economic, and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the Postmates unaudited forecasted financial information set forth below, including, among others,

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risks and uncertainties due to general business, economic, regulatory, litigation, geopolitical, market and financial conditions, as well as changes in Postmates’ or Uber’s business, financial condition or results of operations, and other risks and uncertainties described under the headings “Risk Factors” and “Special Note Regarding Forward-Looking Statements.” The Postmates unaudited forecasted financial information does not take into account the possible financial impact and other effects of the transaction on Postmates and does not attempt to predict or suggest future results of Uber or the surviving company following the transaction. The Postmates unaudited forecasted financial information does not give effect to the mergers, including the impact of negotiating or executing the merger agreement, the expenses that have been and may be incurred in connection with completing the mergers, the potential synergies that may be achieved by the combined company as a result of the mergers, the effect on Postmates of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed, or the effect of any business or strategic decision or action that would likely have been taken if the merger agreement had not been executed, but that were instead altered, accelerated, postponed or not taken in anticipation of the mergers. Further, the Postmates unaudited forecasted financial information does not take into account the effect on Postmates of any possible failure of the transaction to occur. Accordingly, the Postmates unaudited forecasted financial information may not necessarily be indicative of the actual future performance of Postmates, or Uber or the surviving company after completion of the transaction, and actual results may differ materially from those presented. The inclusion of the Postmates unaudited forecasted financial information herein should not be regarded as a representation by Postmates, Uber or any other person that the results projected will necessarily be achieved, and they should not be relied on as such. In addition, the inclusion of the Postmates unaudited forecasted financial information herein should not be regarded as an indication that Postmates or Uber considered, or now considers, such information to be material or to be a reliable prediction of actual future results, and in fact, none of the foregoing view the Postmates unaudited forecasted financial information as material because of the inherent risks and uncertainties associated with such projections. There can be no assurance that the Postmates unaudited forecasted financial information will be realized or that actual results will not be significantly higher or lower than estimated. Furthermore, the Postmates unaudited forecasted financial information may differ from publicized analyst estimates and forecasts and does not take into account any circumstances or events occurring after the date they were prepared. You are cautioned not to place undue reliance on the Postmates unaudited forecasted financial information.

Standalone Unaudited Forecasted Financial Information

In June 2020, in connection with Postmates’ consideration of the mergers, Postmates management prepared standalone unaudited financial forecasts of Postmates for fiscal years 2021 through 2023 (the “Postmates forecasts”), which are summarized below. Forecasts for two scenarios, a “base case” scenario and an “upside case” scenario, were prepared. The Postmates “base case” forecasts were prepared based on Postmates’ internal financial outlook for fiscal years 2021 through 2023. The Postmates “upside case” forecasts were prepared based on Postmates’ higher internal targets for fiscal years 2021 through 2023. The Postmates forecasts, along with their associated assumptions, risks and opportunities, were presented to the Postmates board during meetings held by the Postmates board and were shared with Postmates’ financial advisor in connection with the Postmates board’s evaluation of the transaction. The Postmates forecasts were prepared by Postmates management after taking into account a number of assumptions relating to Postmates’ performance, general business, economic, regulatory, litigation, geopolitical, market and financial conditions, as well as industry and company-specific factors such as supply and demand trends and the status of, and estimated revenues from, new products and services, all of which involve a high degree of uncertainty and are difficult to predict, and many of which are beyond Postmates’ control. In connection with the Postmates board’s evaluation of the transaction, the Postmates board also considered certain forecasted financial information of Uber derived from publicly available Wall Street research analyst reports set forth below.

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The following table presents the Postmates forecasts, as well as the corresponding Wall Street research analyst consensus forecasted financial information of Uber derived from publicly available Wall Street research analyst reports:

   Projected
Fiscal year ended December 31,
 
(In millions)  2021E   2022E   2023E 
Postmates Adjusted Net Revenue – Management “Base Case” Estimate  $909   $1,113   $1,349 
Postmates Adjusted Net Revenue – Management “Upside Case” Estimate  $997   $1,229   $1,496 
Uber Adjusted Net Revenue – Wall Street Consensus  $20,513   $26,168   $32,266 
Postmates Adjusted EBITDA – Management “Base Case” Estimate  $4   $28   $85 
Postmates Adjusted EBITDA – Management “Upside Case” Estimate  $17   $47   $109 
Uber Adjusted EBITDA – Wall Street Consensus  $(55)  $1,462   $2,942 

The Postmates forecasts include certain non-GAAP measures, as listed below:

·“adjusted net revenue” refers to (i) in the case of Postmates, revenue (a) plus discounts, (b) plus credits and (c) plus refunds, and (ii) in the case of Uber, revenue (x) less excess driver incentives, (y) less driver referrals and (z) plus payments for financial assistance to drivers personally impacted by COVID-19 and driver reimbursement for their cost of purchasing personal protective equipment as part of Uber’s COVID-19 response initiative; and
·“adjusted EBITDA” refers to (i) in the case of Postmates, net income (loss) adjusted to exclude income taxes, interest income, interest expense, other income (expense), depreciation and amortization, stock-based compensation expense and other items, which includes legal settlement expenses for the periods presented and (ii) in the case of Uber, net income (loss), excluding (a) income (loss) from discontinued operations, net of income taxes, (b) net income (loss) attributable to non-controlling interests, net of tax, (c) provision for (benefit from) income taxes, (d) income (loss) from equity method investment, (e) interest expense, (f) other income (expense), net, (g) depreciation and amortization, (h) stock-based compensation expense, (i) certain legal, tax, and regulatory reserve changes and settlements, (j) goodwill and asset impairments/loss on sale of assets, (k) acquisition and financing related expenses, (l) restructuring and related charges and (m) other items not indicative of Uber’s ongoing operating performance, including COVID-19 response initiatives related to payments for financial assistance to drivers personally impacted by COVID-19, the cost of personal protective equipment distributed to drivers, driver reimbursement for the cost of purchasing personal protective equipment, the costs related to free rides and food deliveries to healthcare workers, seniors, and others in need as well as charitable donations.

 

The Postmates forecasts may calculate adjusted net revenue or adjusted EBITDA using a different methodology from other companies, and Postmates does not provide a reconciliation of these forward-looking non-GAAP financial measures to the comparable GAAP financial measures because it is unable to reasonably predict certain items contained in such GAAP financial measures, including non-recurring and infrequent items that are not indicative of Postmates’ ongoing operations. These items are uncertain, depend on various factors and could have a material impact on Postmates’ GAAP results for the applicable period. Postmates encourages you to review its historical financial statements included as Annexes H and I to this consent solicitation statement/prospectus in their entirety and to not rely on any single financial measure.

 

Pro Forma Unaudited Forecasted Financial Information

 

The Postmates board also considered a pro forma analysis of the potential financial impact of the transaction using the Postmates forecasts and the corresponding Wall Street research analyst consensus forecasted financial information of Uber derived from publicly available Wall Street research analyst reports. For each of the fiscal years

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2021 through 2023, the Postmates board compared the adjusted net revenue and adjusted EBITDA of Postmates on a standalone basis (as estimated by Postmates management) to the adjusted net revenue and adjusted EBITDA of Uber (derived from publicly available Wall Street research analyst reports) on a standalone basis. In connection with such pro forma analysis, Postmates management also projected $225 million of annual cost synergies to result from the transaction, which are reflected in the following table. The following table presents the results of this analysis:

   Projected
Fiscal year ended December 31,
 
(In millions)  2021E   2022E   2023E 
Combined Company Pro Forma Adjusted Net Revenue – Management “Base Case” Estimate  $21,422   $27,281   $33,616 
Combined Company Pro Forma Adjusted Net Revenue – Management “Upside Case” Estimate  $21,509   $27,397   $33,762 
Combined Company Pro Forma Adjusted EBITDA – Management “Base Case” Estimate(1)  $174   $1,715   $3,251 
Combined Company Pro Forma Adjusted EBITDA – Management “Upside Case” Estimate(1)  $187   $1,734   $3,275 

(1)Includes $225 million of estimated annual cost synergies.

Regulatory Approvals

Under the HSR Act, the mergers cannot be completed until, among other things, Uber and Postmates each files a notification and report form with the FTC and the DOJ and the applicable waiting period has been terminated or has expired. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-day waiting period following the parties’ filings of their respective HSR Act notification and report forms or the early termination of that waiting period. If the FTC or the DOJ issues a second request prior to the expiration of the initial waiting period, the parties must observe a second 30-day waiting period, which would begin to run only after both parties have substantially complied with the second request, unless the waiting period is terminated earlier or the parties otherwise agree to extend the waiting period. On July 16, 2020, each of Uber and Postmates filed a notification and report form pursuant to the HSR Act with the FTC and the DOJ. In order to give the DOJ more time to review the transaction, on August 17, 2020, Uber voluntarily withdrew its notification and report form and refiled it on August 19, 2020. On September 9, 2020, the DOJ issued a second request to each of Uber and Postmates to further review the transaction. On October 30, 2020, Uber and Postmates each certified substantial compliance with the second requests. On November 6, 2020, Uber sent a letter to the DOJ indicating that, subject to and upon the closing of the transaction, Uber will waive exclusivity provisions between Postmates and approximately 800 restaurants in certain geographic areas across the United States and, for a period of six months after closing, Uber will not enter into exclusivity agreements with those restaurants. On November 9, 2020, the DOJ granted early termination of the waiting period under the HSR Act with respect to the transaction, effective immediately.

At any time before or after the completion of the transaction, notwithstanding the termination or expiration of the waiting period under the HSR Act, the FTC or the DOJ could take such action under the antitrust laws as it deems necessary under the applicable statutes, including seeking to enjoin the completion of the transaction, seeking divestiture of substantial assets of the parties, or requiring the parties to license, or hold separate, assets, to terminate existing relationships and contractual rights, or to take other actions or agree to other restrictions limiting the freedom of action of the parties. In addition, at any time before or after the completion of the transaction, and notwithstanding the termination or expiration of the waiting period under the HSR Act, any state could take such action under the antitrust laws as it deems necessary. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

 

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There can be no assurance that a challenge to the transaction on antitrust grounds will not be made or, if such a challenge is made, what the result will be. See the section entitled “The Merger Agreement—Conditions to Completion of the Transaction” for a discussion of the conditions to the completion of the transaction.

 

In connection with the transaction, the parties also intend to make all required filings with the SEC, the Delaware Secretary of State and the NYSE, as well as any required filings with state or local licensing authorities.

Listing of Uber Common Stock

It is a condition to the closing that the shares of Uber common stock to be issued to Postmates stockholders in the first merger have been approved for listing on the NYSE, subject to official notice of issuance, prior to the closing date. It is expected that, following the transaction, the Uber common stock will continue to trade on the NYSE under the ticker symbol “UBER.”

Support Agreement

Subsequent to the execution of the merger agreement, Uber and the support stockholders entered into the support agreement. Pursuant to the support agreement, each of the support stockholders has agreed, promptly (and in any event within two business days) after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective under the Securities Act by the SEC, to execute and deliver a written consent approving the adoption of the merger agreement and the Postmates certificate amendment and related matters with respect to all of its shares of Postmates capital stock entitled to act by written consent with respect thereto. The execution and delivery of written consents by all of the support stockholders will constitute the Postmates stockholder approval and the Postmates certificate amendment approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval. See the section entitled “Support Agreement.”

 

Restrictive Covenant Agreements

Concurrently with the entry into the merger agreement, Uber entered into restrictive covenant agreements with each of Bastian Lehmann and Sean Plaice (the “restrictive covenant agreements”). Pursuant to the restrictive covenant agreements, each of Mr. Lehmann and Mr. Plaice have agreed that, during the period commencing on the closing date and ending on the second anniversary of the closing date (the “restricted period”), he will not, directly or indirectly, engage in the design, development and operation of software or services enabling or supporting delivery of prepared meals and other consumer-facing goods (a “competitive business”) or have any interest in or provide services to any person or business engaged in any competitive business, in each case, within North America. In addition, during the restricted period, Mr. Lehmann and Mr. Plaice will not, directly or indirectly, (i) induce any person who is as of, or had been at any time during the period of six months before, the effective time, a customer, partner, merchant or other business relation of Postmates or its subsidiaries (a “business relation”) to cease doing business with Uber or its subsidiaries, (ii) divert all or a portion of a business relation’s business to any person or business engaged in any competitive business, (iii) solicit or recruit any person who is as of, or had been at any time during the period of six months before, the effective time, an employee or other service provider of Postmates or its subsidiaries (a “service provider”), (iv) solicit or encourage any service provider to leave the employment or service of Uber or its subsidiaries or (v) interfere with the relationship of Uber or its subsidiaries with any service provider. The restrictions set forth in the foregoing clauses (iii) through (v) are subject to certain exceptions. In addition, during the restricted period, each of Mr. Lehmann and Mr. Plaice will not make any material oral or written negative, disparaging or adverse statements or representations of or concerning Uber or its subsidiaries.

 

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Management Following the Transaction

Upon the completion of the transaction, the directors and executive officers of Uber will remain unchanged as disclosed in Part III, Item 10 of Uber’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 2, 2020, as supplemented by Uber’s Current Report on Form 8-K filed with the SEC on March 23, 2020, Current Report on Form 8-K filed with the SEC on April 28, 2020 and Current Report on Form 8-K filed with the SEC on July 2, 2020.

 

Accounting Treatment

Uber and Postmates prepare their financial statements in accordance with GAAP. The mergers will be accounted for in accordance with FASB ASC Topic 805, Business Combinations, with Uber considered as the accounting acquirer and Postmates as the accounting acquiree. Accordingly, Uber will measure the assets acquired and liabilities assumed at their fair values including net tangible and identifiable intangible assets acquired and liabilities assumed as of the closing date, with any excess purchase price over those fair values being recorded as goodwill.

Tax Treatment of the Mergers

The mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the mergers that Postmates receive an opinion from counsel dated as of the closing date to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In addition, in connection with the filing of the registration statement of which this consent solicitation statement/prospectus is a part, Latham & Watkins LLP has delivered an opinion to Postmates to the same effect as the opinion described in the preceding sentence. Each such opinion will be or is based on, among other things, certain facts, representations and covenants, each made by officers of Uber and Postmates, and assumptions, all of which must be consistent with the state of facts existing at the time of the mergers. If any of these facts, representations, covenants and assumptions are, or become, inaccurate or incomplete, such opinions may be invalid, and the conclusions reached therein could be jeopardized. An opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or the courts, which may not agree with the conclusions set forth in such opinion.

No ruling has been, or will be, sought by Postmates or Uber from the IRS with respect to the mergers and there can be no assurance that the IRS will not challenge the qualification of the mergers, taken together, as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge. If the IRS successfully challenges the reorganization status of the mergers, U.S. holders (as defined under “U.S. Federal Income Tax Consequences”) will be treated as if they sold their Postmates common stock in a fully taxable transaction.

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THE MERGER AGREEMENT

The following section summarizes certain material provisions of the merger agreement, which is included in this consent solicitation statement/prospectus as Annex A and is incorporated by reference herein. The summary of the merger agreement below and elsewhere in this consent solicitation statement/prospectus is qualified in its entirety by reference to the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This section is not intended to provide you with any factual information about Uber or Postmates. The rights and obligations of Uber and Postmates are governed by the merger agreement and not by this summary or any other information contained in or incorporated by reference into this consent solicitation statement/prospectus. Uber stockholders and Postmates stockholders are urged to read the merger agreement carefully and in its entirety, as well as this consent solicitation statement/prospectus and the information incorporated by reference into this consent solicitation statement/prospectus.

Explanatory Note Regarding the Merger Agreement

The merger agreement is attached to this consent solicitation statement/prospectus as Annex A and described in this summary to provide you with information regarding its terms. The merger agreement contains representations and warranties by Postmates, on the one hand, and by Uber, Merger Sub and Merger Company, on the other hand, which were made solely for the benefit of the other parties for purposes of the merger agreement. The representations, warranties and covenants made in the merger agreement by Postmates, Uber, Merger Sub and Merger Company were qualified and subject to important limitations agreed to by Postmates, Uber, Merger Sub and Merger Company in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of allocating risk between the parties to the merger agreement, rather than establishing matters as facts about Postmates or Uber or any other person at the time they were made or otherwise. The representations and warranties may also be subject to a contractual standard of materiality different from that generally applicable to stockholders and reports and documents filed with the SEC, and some were qualified by the matters contained in the confidential disclosure letters that Postmates and Uber each delivered in connection with the merger agreement and certain documents filed with the SEC. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this consent solicitation statement/prospectus, may have changed since the date of the merger agreement. Accordingly, the representations and warranties and other provisions of the merger agreement should not be read alone, but instead should be read together with the information provided elsewhere in this consent solicitation statement/prospectus and in the documents incorporated by reference into this consent solicitation statement/prospectus. See the section entitled “Where You Can Find More Information.”

The Transaction

The merger agreement provides, among other matters, for the acquisition of Postmates pursuant to two successive mergers, on the terms and subject to the conditions in the merger agreement and in accordance with the DGCL and the DLLCA. At the effective time, Merger Sub will be merged with and into Postmates, with Postmates continuing as the surviving corporation in the first merger and as a wholly owned subsidiary of Uber. Immediately following the first merger, Postmates, as the surviving corporation in the first merger, will be merged with and into Merger Company, with Merger Company continuing as the surviving company in the second merger and as a wholly owned subsidiary of Uber.

Pursuant to the merger agreement, and subject to the Postmates certificate amendment approval, Postmates will amend the Postmates certificate, a copy of which is attached as Annex B to this consent solicitation statement/prospectus, to make certain changes to the liquidation preference for the shares of the Postmates Series G preferred stock in connection with the mergers, as set forth in the Postmates certificate amendment, a copy of which is attached as Annex C to this consent solicitation statement/prospectus. The Postmates certificate amendment provides that the liquidation amount per share that a holder of Postmates Series G preferred stock is entitled to receive in connection

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with the first merger will be equal to the greater of (a) the sum of (i) $13.73625 (subject to adjustment from time to time for stock splits, stock dividends, reverse stock splits and similar transactions) and (ii) any accrued or declared but unpaid dividends thereon and (b) the consideration that such share of Postmates Series G preferred stock would have otherwise been entitled to receive had all such shares of Postmates Series G preferred stock converted into shares of Postmates common stock immediately prior to the effective time. For purposes of calculating the consideration that such share of Postmates Series G preferred stock would have otherwise been entitled to receive under clause (b) in connection with the first merger, such consideration will be equal to the per share common merger consideration. The Postmates Series G preferred stock accrues dividends initially at the rate of 5.0% per annum (increasing by 1.0% per annum on September 9, 2020 and at the end of each six-month period thereafter, up to a maximum of 8.0%), compounded on a semi-annual basis, of the sum of (A) $9.1575 (subject to adjustment from time to time for stock splits, stock dividends, reverse stock splits and similar transactions) per share plus (B) the amount of previously accrued dividends on such share.

Under the Postmates certificate currently in effect, Postmates is not permitted to enter into any transaction deemed to be a liquidation, dissolution or winding up of Postmates under the Postmates certificate (including the transaction), unless the per share proceeds payable to the holders of Postmates Series G preferred stock at the closing of such transaction are at least $13.73625 (subject to adjustment from time to time for stock splits, stock dividends, reverse stock splits and similar transactions), without first obtaining the approval of holders of a majority of the outstanding shares of Postmates Series G preferred stock. The Postmates certificate amendment will amend the Postmates certificate in a manner that will provide that in the transaction, the per share proceeds payable to the holders of Postmates Series G preferred stock will be at least $13.73625 (subject to adjustment from time to time for stock splits, stock dividends, reverse stock splits and similar transactions). A majority of the holders of Postmates Series G preferred stock required the Postmates certificate amendment as a condition to their support of the transaction.

At the effective time, the certificate of incorporation and the bylaws of the surviving corporation will be amended to read the same as the certificate of incorporation and bylaws, respectively, of Merger Sub as in effect immediately prior to the effective time until thereafter changed or amended, except that the name of the surviving corporation will be “Postmates Inc.” and references to the incorporator will be deleted. At the second effective time, the certificate of formation and the limited liability company agreement of Merger Company, as in effect immediately prior to the second effective time, will be the certificate of formation and the limited liability company agreement of the surviving company, until thereafter changed or amended.

Unless otherwise determined by Uber prior to the effective time, the officers and directors of Merger Sub immediately prior to the effective time will be the initial officers and directors of the surviving corporation, until their successors are duly elected or appointed and qualified, and the officers and managers of Merger Company immediately prior to the second effective time will be the initial officers and managers of the surviving company, until their respective successors are duly elected or appointed and qualified.

Closing; Effective Time

The closing will take place remotely by exchange of documents and signatures, at 9:00 a.m., eastern time, on the third business day after the satisfaction or, to the extent permitted by applicable law, waiver of the last of the conditions to closing (other than any such conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of such conditions at the closing), unless another date or place is agreed to in writing by Postmates and Uber.

On the closing date, the parties will cause a certificate of merger with respect to the first merger and a certificate of merger with respect to the second merger to be duly executed and filed with the Secretary of State of the State of Delaware as provided under the DGCL and the DLLCA and make any other filings, recordings or publications required to be made under the DGCL and the DLLCA in connection with the mergers. The first merger will become effective at such time as the first certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such other time as will be agreed to by Postmates and Uber and specified in the first certificate of

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merger. The second merger will become effective at such time as the second certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such other time as will be agreed to by Postmates and Uber and specified in the second certificate of merger. The second effective time will be at least one minute after the effective time.

Consideration; Effect of the Transaction on Capital Stock

Subject to the applicable provisions of the merger agreement, at the effective time, by virtue of the first merger and without any action on the part of the parties or holders of any securities of Postmates or any other person:

·each share of Postmates Series G preferred stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares) will automatically be cancelled and converted into the right to receive a number of shares of Uber common stock equal to the per share Series G merger consideration;
·each share of Postmates Series F preferred stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares) will automatically be cancelled and converted into the right to receive a number of shares of Uber common stock equal to the per share Series F merger consideration;
·each share of Postmates Series E preferred stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares) will automatically be cancelled and converted into the right to receive a number of shares of Uber common stock equal to the per share Series E merger consideration; and
·each share of Postmates common stock issued and outstanding immediately prior to the effective time (other than any cancelled shares or dissenting shares) will automatically be cancelled and converted into the right to receive a number of shares of Uber common stock equal to the per share common merger consideration.

Also at the effective time, (a) each share of Postmates capital stock issued and outstanding immediately prior to the effective time that is owned or held in treasury by Postmates will automatically be cancelled without payment of any consideration therefor (collectively, the “cancelled shares”), and (b) each share of common stock, par value $0.000001 per share, of Merger Sub issued and outstanding immediately prior to the effective time will automatically be converted into and become one fully paid and nonassessable share of common stock of the surviving corporation (“surviving corporation stock”).

At the second effective time, by virtue of the second merger and without any action on the part of the parties or holders of any securities of Postmates or any other person, (a) each limited liability company interest of Merger Company issued and outstanding immediately prior to the second effective time will remain outstanding as a limited liability company interest of the surviving company and (b) each share of surviving corporation stock issued and outstanding immediately prior to the second effective time will automatically be cancelled without payment of any consideration therefor.

Treatment of Postmates Warrants

At the effective time, by virtue of the first merger and without any action on the part of the parties or holders of any securities of Postmates or any other person, each Postmates warrant that is outstanding and unexercised immediately prior to the effective time will automatically be converted into the right to receive a number of shares of Uber common stock equal to the quotient of (a) the product of (i) the number of shares of Postmates common stock in respect of which such Postmates warrant was exercisable immediately prior to the effective time in accordance with the terms of the applicable Postmates warrant multiplied by (ii) the excess (if any) of (x) the cash equivalent per share common merger consideration (as defined under “—Treatment of Postmates Equity Awards”) minus (y) the per share exercise price of such Postmates warrant, divided by (b) the Uber trading price.

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Treatment of Postmates Equity Awards

Postmates Stock Options

At the effective time, Postmates options will be treated as follows:

·each Postmates option that is outstanding and unexercised immediately prior to the effective time and that is held by an individual who is actively providing services to Postmates or its subsidiaries as an employee, director or independent contractor at the effective time (as opposed to an individual who is a former employee, director or independent contractor of Postmates or its subsidiaries at the effective time) will be assumed and converted automatically into an option to purchase the number of shares of Uber common stock equal to the product of (a) the total number of shares of Postmates common stock subject to the Postmates option immediately prior to the effective time multiplied by (b) the equity award exchange ratio (rounded down to the nearest whole share), with an exercise price per share of Uber common stock equal to the quotient of (i) the per share exercise price for shares of Postmates common stock subject to the corresponding Postmates option immediately prior to the effective time divided by (ii) the equity award exchange ratio (rounded up to the nearest whole cent). Each Uber option will otherwise be subject to substantially the same terms and conditions applicable to the corresponding Postmates option under the Postmates equity plan and the applicable award agreement, including vesting terms;
·each Postmates option that is outstanding and unexercised immediately prior to the effective time and that is not converted into an Uber option (including each Postmates option that is held by an individual who is a former employee, director or independent contractor of Postmates or its subsidiaries at the effective time) and that has an exercise price for shares of Postmates common stock that is less than the cash equivalent per share common merger consideration (a “settled option”) will be deemed exercised for net shares, each of which net share will be treated as Postmates common stock and receive the per share common merger consideration, less applicable tax withholding; and
·each Postmates option that is outstanding and unexercised immediately prior to the effective time and that is not converted into an Uber option and that has an exercise price for shares of Postmates common stock that is equal to or greater than the cash equivalent per share common merger consideration (an “underwater option”) will be cancelled and terminated, without payment in respect thereof.

Postmates Stock Appreciation Rights

At the effective time, Postmates stock appreciation rights will be treated as follows:

·each Postmates stock appreciation right that is outstanding and unexercised immediately prior to the effective time and that is held by an individual who is actively providing services to Postmates or its subsidiaries as an employee, director or independent contractor at the effective time (as opposed to an individual who is a former employee, director or independent contractor of Postmates or its subsidiaries at the effective time) will be assumed and converted automatically into a stock appreciation right with respect to Uber common stock equal to the product of (a) the number of shares of Postmates common stock subject to the Postmates stock appreciation right immediately prior to the effective time multiplied by (b) the equity award exchange ratio (rounded down to the nearest whole share), with an exercise price per share of Uber common stock equal to the quotient of (i) the exercise price per share of Postmates common stock subject to the corresponding Postmates stock appreciation right immediately prior to the effective time divided by (ii) the equity award exchange ratio (rounded up to the nearest whole cent). Each Uber stock appreciation right will otherwise be subject to substantially the same terms and conditions applicable to the corresponding Postmates stock appreciation right under the Postmates equity plan and the applicable award agreement, including vesting terms;
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·each Postmates stock appreciation right that is outstanding and unexercised immediately prior to the effective time and that is not converted into an Uber stock appreciation right as set forth above (including each Postmates stock appreciation right that is held by an individual who is a former employee, director or independent contractor of Postmates or its subsidiaries at the effective time) and that has an exercise price for shares of Postmates common stock that is less than the cash equivalent per share common merger consideration (a “settled stock appreciation right”) will be deemed exercised for net shares, each of which net share will be entitled to receive an amount in cash equal to the cash equivalent per share common merger consideration, less applicable tax withholding; and
·each Postmates stock appreciation right that is outstanding and unexercised immediately prior to the effective time and that is not converted into an Uber stock appreciation right and that has an exercise price for shares of Postmates common stock that is equal to or greater than the cash equivalent per share common merger consideration (an “underwater stock appreciation right”) will be cancelled and terminated, without payment in respect thereof.

Postmates Restricted Stock Units

At the effective time, Postmates restricted stock units will be treated as follows:

·each Postmates restricted stock unit that is outstanding immediately prior to the effective time and that is held by an individual who is actively providing services to Postmates or its subsidiaries as an employee, director or independent contractor at the effective time (as opposed to an individual who is a former employee, director or independent contractor of Postmates or its subsidiaries at the effective time) will be converted automatically into a restricted stock unit with respect to a number of shares of Uber common stock equal to the product of (a) the number of shares of Postmates common stock subject to the Postmates restricted stock unit immediately prior to the effective time multiplied by (B) the equity award exchange ratio (rounded down to the nearest whole share). Each Uber restricted stock unit will otherwise be subject to substantially the same terms and conditions applicable to the corresponding Postmates restricted stock unit under the Postmates equity plan and the applicable award agreement, including vesting terms; and
·each Postmates restricted stock unit that is outstanding immediately prior to the effective time and that is not converted into an Uber restricted stock unit at the effective time (including each Postmates restricted stock unit that is held by an individual who is a former employee, director or independent contractor of Postmates or its subsidiaries at the effective time) will be cancelled and converted into the right to receive the per share common merger consideration, less applicable tax withholding.

As used in this consent solicitation statement/prospectus:

·the term “cash equivalent per share common merger consideration” means the product (rounded down to the nearest whole cent) of (a) the per share common merger consideration multiplied by (b) the Uber trading price;
·the term “equity award exchange ratio” means a fraction, the numerator of which is the cash equivalent per share common merger consideration and the denominator of which is the Uber trading price; and
·the term “net shares” means, with respect to each settled option and each settled stock appreciation right, the quotient of (a) the product of (i) the excess, if any, of the cash equivalent per share common merger consideration over the per share exercise price for shares of Postmates common stock of such settled award multiplied by (ii) the total number of shares of Postmates common stock subject to such settled award immediately prior to the effective time, divided by (b) the cash equivalent per share common merger consideration.
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Adjustment to Merger Consideration

If, between the date of the merger agreement and the effective time, any change with respect to Postmates capital stock or Uber common stock occurs as a result of any stock split, reverse stock split, stock dividend, reorganization, reclassification, combination, recapitalization or other like change, all references in the merger agreement to specified numbers of shares of any class or series affected thereby, and all calculations provided for that are based upon numbers of shares of any class or series (or trading prices therefor) affected thereby, will be equitably adjusted to the extent necessary to provide the parties the same economic effect as contemplated by the merger agreement prior to such change.

Total Consideration

In no event will the aggregate number of shares of Uber common stock to be issued by Uber pursuant to the merger agreement exceed the quotient of (a) the sum of (i) $2,650,000,000 plus (ii) the cash amount minus (iii) the indebtedness amount minus (iv) the Postmates transaction expenses, divided by (b) the Uber trading price (except, if applicable, as a result of adjustments made in accordance with the merger agreement).

 

Exchange Procedures

Prior to the effective time, Uber will designate the transfer agent for the Uber common stock, or another bank or trust company reasonably acceptable to Postmates, to act as the exchange agent in connection with the first merger (the “exchange agent”). Promptly (and in any event within three business days) after the effective time, Uber will deposit, or cause to be deposited, with the exchange agent for the sole benefit of Postmates stockholders (other than any dissenting stockholders), converting optionholders and holders of Postmates warrants (collectively, the “converting holders”):

·evidence of Uber common stock issuable in book-entry form equal to the applicable portion of the aggregate merger consideration payable through the exchange agent; and
·cash in immediately available funds in an amount sufficient to pay any cash in lieu of fractional shares of Uber common stock and any dividends or other distributions on shares of Uber common stock payable in accordance with the applicable provisions of the merger agreement.

As soon as reasonably practicable after the effective time (and in no event later than three business days following the closing date), Uber will cause the exchange agent to mail to each holder of shares of Postmates capital stock or Postmates warrants that were converted into the right to receive shares of Uber common stock:

·with respect to each holder of record of a certificate or certificates which immediately prior to the effective time represented outstanding shares of Postmates capital stock (a “certificate”) and each holder of a Postmates warrant, a letter of transmittal in substantially the form attached to this consent solicitation statement/prospectus as Annex D (the “letter of transmittal”); and
·instructions for effecting the surrender of the certificates (or affidavits of loss in lieu thereof and, if required by Uber, an indemnity bond) or Postmates warrants in exchange for payment of the shares of Uber common stock into which such shares of Postmates capital stock or Postmates warrants have been converted, including any cash amount payable in respect of fractional shares of Uber common stock and any dividends or other distributions on shares of Uber common stock payable in accordance with the applicable provisions of the merger agreement.

Upon surrender of a certificate (or an affidavit of loss in lieu thereof and, if required by Uber, an indemnity bond) or Postmates warrant for cancellation to the exchange agent, together with a duly completed and validly executed letter of transmittal and such other documents as may be required, such holder will be entitled to receive (i) that number of whole shares of Uber common stock (which will be in uncertificated book-entry form), (ii) any cash in lieu of fractional shares of Uber common stock, and (iii) any dividends or other distributions

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on shares of Uber common stock, in each case that such holder has the right to receive in respect of such share of Postmates capital stock formerly represented by such certificate or Postmates warrant in accordance with the applicable provisions of the merger agreement, and the certificate or Postmates warrant so surrendered will be cancelled. The exchange agent will accept such certificates (or affidavits of loss in lieu thereof and, if required by Uber, an indemnity bond) or Postmates warrants upon compliance with such reasonable terms and conditions as the exchange agent may impose to effect an orderly exchange. If any payment in respect of a surrendered certificate or Postmates warrant is to be made to a person other than the person in whose name the surrendered certificate is registered, it will be a condition precedent of payment that the certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer (if applicable). The person requesting payment of a portion of the aggregate merger consideration to a person other than the person in whose name the surrendered certificate is registered will bear liability, if any, for any stock transfer taxes applicable to the delivery of such applicable portion of the aggregate merger consideration to such other person. The approval of merger agreement by the requisite vote or written consent of holders of Postmates capital stock will also constitute approval of all arrangements relating to the transaction and to the provisions of the merger agreement binding upon the converting holders, including the releases, waivers and other provisions of the letter of transmittal.

 

At the effective time, the stock transfer books of Postmates will be closed and thereafter there will be no further registration of transfers of Postmates capital stock or Postmates warrants. Until surrendered, each certificate and each Postmates warrant will be deemed at any time after the effective time to represent only the right to receive the applicable portion of the aggregate merger consideration payable in respect thereof, any cash amount payable in respect of fractional shares of Uber common stock and any dividends or other distributions on shares of Uber common stock payable in accordance with the applicable provisions of the merger agreement.

Any amounts remaining unclaimed by the converting holders 12 months following the closing date will, at any time thereafter at the request of Uber, be delivered to Uber or as otherwise instructed by Uber. None of Uber, Postmates, the surviving corporation, the surviving company or the exchange agent will be liable to any converting holder or any other person for any portion of the aggregate merger consideration or other amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by converting holders immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental entity will become, to the extent permitted by applicable law, the property of Uber free and clear of any claims or interest of any person.

In the event that any certificates have been lost, stolen or destroyed, the exchange agent will issue in exchange for such lost, stolen or destroyed certificates, upon the making of an affidavit of that fact by the holder and, if required by Uber, an indemnity bond, the applicable portion of the aggregate merger consideration payable in respect thereof, any cash amount payable in respect of fractional shares of Uber common stock and any dividends or other distributions on shares of Uber common stock payable in accordance with the applicable provisions of the merger agreement.

No dividends or other distributions with respect to Uber common stock with a record date after the effective time will be paid to the holder of any unsurrendered certificate with respect to the shares of Uber common stock issuable pursuant to the merger agreement, and all such dividends and other distributions will be paid by Uber to the exchange agent until the surrender of such certificate (or affidavit of loss in lieu thereof and, if required by Uber, an indemnity bond). Subject to applicable law, following surrender of any such certificate (or affidavit of loss in lieu thereof and, if required by Uber, an indemnity bond), there will be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the effective time paid with respect to such shares of Uber common stock to which such holder is entitled pursuant to the merger agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the effective time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Uber common stock.

No interest will be paid or will accrue on any portion of the aggregate merger consideration (including any cash in lieu of fractional shares that any holder has the right to receive or any amounts that any holder has the right to receive in respect of dividends or other distributions on shares of Uber common stock payable in accordance with the applicable provisions of the merger agreement).

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No Fractional Shares

Uber will not issue fractional shares of Uber common stock in the transaction. Each converting holder who would otherwise have been entitled to receive a fraction of a share of Uber common stock (after aggregating all shares of Uber common stock, including fractional shares, that would be issued to such converting holder) will receive, in lieu thereof, cash, without interest, in an amount equal to the product of (x) such fraction of a share of Uber common stock multiplied by (y) the Uber trading price, rounded to the nearest whole cent.

Withholding Rights

Each of Uber, Postmates, the surviving corporation, the surviving company and the exchange agent will be entitled to deduct and withhold from amounts otherwise payable pursuant to the merger agreement any amounts as are required to be deducted or withheld with respect to such payment under the Code or any other applicable tax law. To the extent that amounts are so deducted or withheld, such amounts will be treated as having been paid to the person in respect of which such deduction or withholding was made and paid over to the proper governmental entity.

 

Dissenting Shares

To the extent that the provisions of Section 262 of the DGCL are or prior to the effective time may become applicable to the mergers or the provisions of Chapter 13 of the CCC are or prior to the effective time may become applicable to the mergers by reason of Section 2115 of the CCC, then, in each case, any share of Postmates capital stock, as of the effective time, held by a holder who has properly exercised (and has not effectively withdrawn or lost) his, her or its appraisal rights under Section 262 of the DGCL or dissenters’ rights under Chapter 13 of the CCC (a “dissenting share”) will not be converted into or represent a right to receive the consideration set forth in the applicable provisions of the merger agreement, and the holder of such dissenting share will be entitled only to such rights as may be granted to such holder in Section 262 of the DGCL or Chapter 13 of the CCC. However, if the status of any such dissenting share as a share carrying appraisal or dissenters’ rights is withdrawn, or if any such dissenting share loses its status as a share carrying appraisal or dissenters’ rights, then, as of the later of the effective time or the loss of such status, such dissenting share will automatically be converted into and will represent only the right to receive (upon the surrender of the certificate representing such share) the consideration set forth in the applicable provisions of the merger agreement, without any interest thereon. For information about the procedure for exercising appraisal or dissenters’ rights, see the section entitled “Appraisal and Dissenters’ Rights.”

Representations and Warranties

The merger agreement contains representations and warranties by Postmates, Uber, Merger Sub and Merger Company that are subject to certain exceptions and qualifications (including exceptions and qualifications related to knowledge, materiality and material adverse effect).

The merger agreement contains representations and warranties by Postmates relating to, among other things, the following:

·due organization, valid existence, good standing and qualification to do business;
·capitalization;
·corporate power and authority;
·governmental consents and absence of certain conflicts;
·financial statements;
·internal controls and procedures;
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·absence of undisclosed liabilities;
·absence of certain changes;
·compliance with laws and permits;
·employees and employee benefit plans and labor matters;
·tax matters;
·absence of certain legal proceedings and governmental orders;
·intellectual property and real property matters;
·privacy and data protection;
·material contracts;
·environmental matters;
·merchants and vendors;
·insurance coverage;
·accuracy of information supplied for inclusion in disclosure documents to be filed with the SEC in connection with the transaction;
·inapplicability of anti-takeover laws;
·affiliate arrangements;
·title to properties and sufficiency of assets; and
·absence of undisclosed finders’ or brokers’ fees.

The merger agreement includes a more limited set of representations and warranties by Uber, Merger Sub and Merger Company relating to, among other things, the following:

·due organization, valid existence, good standing and qualification to do business;
·capitalization;
·corporate or limited liability company power and authority;
·governmental consents and absence of certain conflicts;
·SEC reporting and financial statements;
·internal controls and procedures;
·absence of undisclosed liabilities;
·absence of certain changes;
·compliance with laws;
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·absence of certain legal proceedings and governmental orders;
·accuracy of information supplied for inclusion in disclosure documents to be filed with the SEC in connection with the transaction;
·absence of certain impediments in connection with the tax treatment of the mergers;
·no Merger Sub or Merger Company activity; and
·valid issuance of Uber common stock in connection with the transaction.

Many of the representations and warranties in the merger agreement are qualified by a “materiality” or “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct would be material to, or have a material adverse effect on, the applicable party).

For purposes of the merger agreement, a “material adverse effect” means, with respect to Postmates or Uber, (i) any effect that, individually or in the aggregate, would or would reasonably be expected to prevent, or materially impair or materially delay, the ability of such party to complete the transaction prior to the outside date or (ii) any effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the financial condition, business, assets, liabilities or operations of such party and its subsidiaries, taken as a whole. However, with respect to clause (ii), no effects to the extent resulting or arising from the following will be deemed to constitute a material adverse effect or will be taken into account when determining whether a material adverse effect exists or has occurred:

 

·any changes after the date of the merger agreement in general United States or global economic, political or regulatory conditions, including changes affecting financial, credit, foreign exchange or capital market conditions or, in the case of Uber, changes in the market price or trading volume of Uber common stock (but not facts or occurrences giving rise or contributing to such change in the market price or trading volume of Uber common stock that are not otherwise excluded from the definition of material adverse effect);
·any changes after the date of the merger agreement in general conditions in any industry or industries in which such party and its subsidiaries operate;
·any changes after the date of the merger agreement in GAAP or the interpretation thereof;
·any changes after the date of the merger agreement in applicable law or the interpretation thereof or any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shutdown, closure, safety or similar law or governmental guidelines or recommendations in connection with COVID-19 (“COVID-19 measures”) or any changes after the date of the merger agreement in COVID-19 measures or interpretations thereof;
·any failure by such party to meet any internal or published projections, estimates or expectations of revenue, earnings or other financial performance or results of operations for any period (but not facts or occurrences giving rise or contributing to such failure that are not otherwise excluded from the definition of material adverse effect);
·any acts of terrorism or sabotage, war, acts of armed hostility, civil unrest, weather conditions, natural disasters, epidemics, pandemics or other outbreak of disease or illness or public health event (including COVID-19 or any second wave of COVID-19) or other force majeure events;
·any stoppage or shutdown of any governmental entity; and
·the execution, delivery and public announcement of the merger agreement or the completion of the transaction, including any related litigation (except with respect to any representation or warranty to the
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 extent the purpose of such representation or warranty is to address the consequences resulting from the execution and delivery of the merger agreement or the completion of the transaction or the consequences of litigation);

except, in the case of the first, second, third, fourth, sixth and seventh bullet points above, to the extent any such effect has had a disproportionate adverse impact on such party or any of its subsidiaries relative to other companies operating in the industry or industries in which such party and its subsidiaries operate.

The representations and warranties in the merger agreement do not survive the effective time.

Covenants and Agreements

Conduct of Business of Postmates Prior to Completion of the Transaction

Postmates has agreed that, between the date of the merger agreement and the earlier of the effective time or the date, if any, on which the merger agreement is validly terminated, except as set forth in the Postmates disclosure letter, as required or expressly permitted by the merger agreement, as required by applicable law (including COVID-19 measures) or as consented to in writing by Uber (which consent will not be unreasonably withheld, conditioned or delayed, except in certain specified cases), Postmates (a) will, and will cause each Postmates subsidiary to, use its best efforts to conduct its business in all material respects in the ordinary course of business and, to the extent not inconsistent with the foregoing, use reasonable best efforts to (i) preserve intact its and their present material ongoing businesses, (ii) keep available the services of its and their present officers and other key employees and (iii) preserve its and their material relationships with merchants, vendors, governmental entities, employees and other persons with whom it and they have significant business relations; and (b) will not, and will cause each Postmates subsidiary not to:

 

·amend, modify, waive or otherwise change Postmates’ or any of its subsidiaries’ certificate of incorporation, bylaws or equivalent organizational documents;
·authorize, declare, make or pay any dividends on or distributions with respect to its outstanding shares of capital stock or other equity interests, except dividends and distributions paid or made in the ordinary course of business by any wholly owned subsidiary of Postmates to Postmates;
·enter into any agreement and arrangement with respect to voting or registration, or file any registration statement with the SEC with respect to any, of its capital stock or other equity interests or any other securities;
·split, combine, subdivide, reduce or reclassify any of its capital stock or other equity interests, or redeem, purchase or otherwise acquire any of its capital stock or other equity interests, or issue any of its capital stock or other equity interests or any other securities in respect of shares of its capital stock or other equity interests, except for the acceptance of shares of Postmates common stock as payment of the exercise price of Postmates options;
·issue, deliver, grant, sell, pledge, dispose of or encumber any shares in the capital stock, voting securities or other equity interest in Postmates or any of its subsidiaries or any securities convertible into or exchangeable or exercisable for any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares, voting securities or equity interest or any phantom stock rights, stock appreciation rights or stock-based performance units or take any action to cause to be exercisable or vested any otherwise unexercisable or unvested Postmates equity awards, other than (A) issuances of Postmates common stock in respect of any exercise of Postmates options outstanding on the date of the merger agreement or (B) the vesting or settlement of Postmates restricted stock units outstanding on the date of the merger agreement or granted in compliance with the merger agreement;
·except as required by any Postmates benefit plan in accordance with its terms as in effect as of the date of the merger agreement or as otherwise permitted by the merger agreement, (A) increase the compensation or benefits payable to any of its current or former directors, executive officers, employees or other service
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  providers, (B) grant to any of its current or former directors, executive officers, employees or other service providers any increase in severance or termination pay, (C) pay or award any bonuses, retention or incentive compensation to any of its current or former directors, executive officers, employees or other service providers, (D) enter into any employment, severance, or retention agreement with any of its current or former directors, executive officers, employees or other service providers, (E) establish, adopt, enter into, amend (other than de minimis administrative amendments that do not materially increase costs) or terminate any collective bargaining agreement or Postmates benefit plan, (F) amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Postmates benefit plan, (G) terminate the employment of any employee at the level of vice president or above, other than for cause or due to permanent disability, (H) effectuate or provide notice of any plant closing, relocation of work or mass layoff that would require notice or incur any liability or obligation under applicable law, (I) hire or promote any employees, except for hires in accordance with the hiring plan provided to Uber, or (J) provide any funding for any rabbi trust or similar arrangement;
   
·acquire, or enter into any agreement providing for any acquisition of, any equity interests in or assets of any person or any business or division thereof, or otherwise engage in any mergers, consolidations or business combinations, except for acquisitions of assets in the ordinary course of business consistent with past practice or certain permitted capital expenditures;
   
·liquidate, dissolve, recapitalize or effect any other reorganization;
·make any loans, advances or capital contributions to, or investments in, any other person, except for (A) loans, advances, capital contributions or investments solely between Postmates and any wholly owned subsidiary of Postmates or solely among wholly owned subsidiaries of Postmates in the ordinary course of business, (B) advances for reimbursable employee expenses in the ordinary course of business consistent with past practice, and (C) extensions of credit to customers or merchants in the ordinary course of business consistent with past practice;
·sell, lease, license, assign, abandon, fail to renew or maintain, transfer or otherwise dispose of, or subject to any lien (other than permitted liens), any of its properties, rights or assets, except for (A) sales of Postmates products in the ordinary course of business consistent with past practice, (B) nonexclusive licenses of Postmates intellectual property entered into in the ordinary course of business consistent with past practice, (C) abandonment of registered intellectual property (other than trademark registrations and applications) in Postmates’ reasonable business judgment and consistent with past practice, and (D) contributions of developed software (other than core or material software) to open source projects in the ordinary course of business;
·terminate or materially amend or modify any written policies or procedures with respect to the use or distribution of any open source software;
·(A) subject to certain exceptions and qualifications, enter into any contract that would, if entered into prior to the date of the merger agreement, be a material contract, (B) except in the ordinary course of business, materially modify, materially amend, or waive, release or assign any material rights or claims under any material contract, or (C) extend or terminate any material contract (other than renewals upon expiration in the ordinary course of business);
·except in accordance with the Postmates’ capital budget provided to Uber prior to the date of the merger agreement, make or authorize any capital expenditures, except for capital expenditures not to exceed $2,000,000 in the aggregate incurred in the ordinary course of business;
·commence, waive, release, assign, compromise or settle any proceeding, other than the compromise or settlement of certain proceedings if any such proceeding (A) is not brought by a governmental entity, (B) is for an amount not to exceed $2,000,000 individually or $20,000,000 in the aggregate, (C) does not impose
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  any nonmonetary relief or obligation (other than immaterial nonmonetary restrictions or obligations that are customary and ancillary to the monetary relief granted), (D) does not involve the admission of wrongdoing by Postmates, any of its subsidiaries or any of their respective officers or directors and (E) does not provide for the license of, or the termination, modification or amendment of, any license of Postmates intellectual property;
   
·make any material change in financial accounting policies, practices, principles or procedures or any of its methods of reporting income, deductions or other material items for financial accounting purposes, except as required by GAAP or applicable law;
·amend or modify any Postmates privacy statement in any material respect;
·(A) make, change or revoke any material tax election, (B) adopt or change any tax accounting period or material method of tax accounting, (C) amend any material tax return except as required by applicable law or file any material tax return prepared in a manner materially inconsistent with past practice, (D) settle or compromise any material liability for taxes or any tax audit or claim relating to a material amount of taxes, (E) enter into any tax sharing or similar agreement or any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. law), other than any agreement entered into in the ordinary course of business and not primarily relating to taxes and any agreement or arrangement solely among Postmates and its subsidiaries, (F) surrender any right to claim a material refund of taxes, or (G) subject to certain exceptions and qualifications, file an IRS Form W-2 Wage and Tax Statement (or state law equivalent), or enter into a written agreement (including a settlement agreement) that explicitly establishes an employment relationship, in each case, with respect to an individual for the performance of delivery services;
·incur, assume, guarantee or otherwise become liable for or modify in any material respect the terms of any indebtedness or any derivative financial instruments or arrangements, or issue or sell any debt securities or calls, options, warrants or other rights to acquire any debt securities;
·enter into any affiliate arrangement;
·cancel any Postmates insurance policies, or fail to use commercially reasonable efforts to maintain Postmates insurance policies in the ordinary course of business consistent with past practice;
·acquire any real property or enter into any lease or sublease of real property for annual rent payments in excess of $500,000 or a term longer than five years, or materially modify or amend or exercise any right to renew any Postmates lease;
·convene (or adjourn or postpone) any special meeting of Postmates stockholders;
·voluntarily terminate or modify or waive any material right under any Postmates permit;
·adopt or otherwise implement any stockholder rights plan or other comparable agreement;
·other than in the ordinary course of business consistent with past practice, (A) defer payment of any accounts payable or (B) accelerate, or offer any discount, accommodation or other concession in order to accelerate or induce the collection of, any accounts receivable, in each case in any material respect; or
·agree or commit to or authorize any of the foregoing actions.

Conduct of Business of Uber Prior to Completion of the Transaction

Uber has agreed that, between the date of the merger agreement and the earlier of the effective time or the date, if any, on which the merger agreement is validly terminated, except as set forth in the Uber disclosure letter, as required or expressly permitted by the merger agreement, as required by applicable law (including COVID-19 measures) or as consented to in writing by Postmates, Uber will not, and will cause each Uber subsidiary not to:

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·amend, modify, waive or otherwise change the Uber governing documents in a manner that would be material and disproportionately adverse to the holders of Postmates common stock relative to the treatment of existing holders of Uber common stock;
·in the case of Uber, Merger Sub or Merger Company only, authorize, declare, set aside, make or pay any dividends on or any distributions with respect to its outstanding shares of capital stock or other equity interests, except for transactions that would require an adjustment to the aggregate merger consideration and for which the proper adjustment is made;
·in the case of Uber, Merger Sub or Merger Company only, split, combine, subdivide, reduce or reclassify any of its capital stock, except for any transactions that would require an adjustment to the aggregate merger consideration, and for which the proper adjustment is made;
·liquidate, dissolve or recapitalize Uber, Merger Sub or Merger Company;
·enter into any agreement with respect to, or complete, any acquisition of or investment in any person (or any material portion of the capital stock, equity interests, securities or assets of such person) if (i) such person generated a material portion of its revenues in its most recently completed fiscal year from a business in a specified industry and (ii) such acquisition or investment would reasonably be expected to prevent or materially delay or materially impair the ability of Uber to secure the expiration or termination of the applicable waiting period under the HSR Act with respect to the mergers; or
·agree or commit to or authorize any of the foregoing actions.

No Solicitation by Postmates

Postmates will not, will cause its controlled affiliates and its and their respective officers and directors not to, and will use reasonable best efforts to cause its other affiliates and its and their respective other employees and representatives not to, directly or indirectly through another person, (a) solicit, knowingly encourage or knowingly facilitate any proposal the consummation of which would constitute an alternative transaction, (b) participate in any discussions or negotiations regarding any proposal the consummation of which would constitute an alternative transaction, or (c) approve, endorse or recommend any proposal the consummation of which would constitute, or enter into any agreement, arrangement or understanding in connection with, an alternative transaction.

Postmates will promptly (and in no event later than 24 hours after receipt) advise Uber in writing of the receipt of any inquiry regarding, or the making of, any proposal the consummation of which would constitute an alternative transaction, including the identity of the person making such inquiry or proposal, a summary of all of the material terms thereof and copies of all related written materials, and thereafter will keep Uber informed on a reasonably prompt basis regarding the status and material details of any such inquiry or proposal.

Postmates has agreed to, and to cause its controlled affiliates and its and their respective officers and directors to, and to use reasonable best efforts to cause its other affiliates and its and their respective other employees and representatives to, immediately cease any discussions or negotiations with any third party conducted prior to the date of the merger agreement with respect to any alternative transaction. Postmates has agreed to promptly (and in any event within two business days) after the date of the merger agreement terminate access of any such third party to any data room containing any information relating to Postmates and instruct each such third party that has executed a confidentiality agreement relating to an alternative transaction promptly to return to Postmates or destroy all information, documents and materials relating to such alternative transaction or to Postmates or its businesses, operations or affairs furnished by Postmates or any of its representatives to such third party.

In this consent solicitation statement/prospectus, the term “alternative transaction” means any (A) transaction or series of transactions pursuant to which any third party acquires or would acquire, directly or indirectly, beneficial ownership of more than 15% of the outstanding shares of Postmates capital stock or securities representing 15% or more of the voting power of Postmates, (B) merger, consolidation, share exchange or similar transaction pursuant

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to which any third party acquires or would acquire, directly or indirectly, assets or businesses of Postmates or any of its subsidiaries representing 15% or more of the revenues, net income or assets (in each case on a consolidated basis) of Postmates and its subsidiaries, taken as a whole, (C) transaction pursuant to which any third party acquires or would acquire, directly or indirectly, control of assets of Postmates or any of its subsidiaries representing 15% or more of the revenues, net income or assets (in each case on a consolidated basis) of Postmates and its subsidiaries, taken as a whole, or (D) disposition of assets to a third party representing 15% or more of the revenues, net income or assets (in each case on a consolidated basis) of Postmates and its subsidiaries, taken as a whole.

Reasonable Best Efforts; Regulatory Filings and Other Actions

Subject to the terms and conditions of the merger agreement, each party will, and will cause its subsidiaries to, use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with the other parties in doing, all things necessary, proper or advisable, including under applicable law, to complete the transaction, including the mergers, as soon as practicable after the date of the merger agreement, including:

 

·preparing and filing or otherwise providing, in consultation with the other party and as promptly as practicable and advisable after the date of the merger agreement, all documentation to effect all necessary applications, notices, petitions, filings and other documents and to obtain as promptly as reasonably practicable all waiting period expirations or terminations, consents, clearances, waivers, licenses, orders, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or any governmental entity in order to complete the transaction, including the mergers; and
·taking all steps as may be necessary, subject to the limitations contained in the merger agreement, to obtain all such waiting period expirations or terminations, consents, clearances, waivers, licenses, registrations, permits, authorizations, orders and approvals.

Each party has agreed to make an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the transaction as promptly as practicable after the execution of the merger agreement and to supply as promptly as reasonably practicable and advisable any additional information and documentary materials that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as reasonably practicable.

Uber, Merger Sub and Merger Company will, and will cause their subsidiaries to, and, as and to the extent requested by Uber, Postmates and its subsidiaries will, consent, commit, offer or agree to, in each case if necessary to obtain the expiration or termination of the waiting period (and any extension thereof) applicable to the mergers under the HSR Act, or to resolve any pending proceeding under any antitrust law:

·sell, license, assign, transfer, divest, hold separate, waive, modify or terminate, or otherwise dispose of or convey any assets, agreements, business or portion of business of Postmates, the surviving corporation, the surviving company or any Postmates subsidiary, or any assets, agreements, business or portion of business of the Eats business unit or segment of Uber or any Uber subsidiary; and
·make any conduct or behavioral commitments that may limit or modify the freedom of action of, ability to conduct or rights of ownership in, any business or portion of business of Postmates, the surviving corporation, the surviving company or any Postmates subsidiary, or any business or portion of business of the Eats business unit or segment of Uber or any Uber subsidiary, including committing to provide transitional services and support to a third party.

If any proceeding is instituted (or threatened to be instituted) by any person, including any governmental entity, challenging the transaction as violative of any applicable law, each of the parties will, and will cause its subsidiaries and representatives to, except as the parties may otherwise agree, use reasonable best efforts to contest and resist (including by defending through litigation) any such proceeding.

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Neither Uber nor any of its subsidiaries will be obligated to, or to offer, consent, agree or commit to, and neither Postmates nor any of its subsidiaries will be permitted to, or to offer, consent, agree or commit to, without the prior written consent of Uber:

·sell, license, assign, transfer, divest, hold separate or otherwise dispose of, or otherwise take any action with respect to or affecting, certain specified assets, agreements, business or portion of business of Uber or any Uber subsidiary; or
·take any action that, individually or, taken together with all sales, licenses, assignments, transfers, divestitures, hold separates, waivers, modifications, terminations, or other dispositions or conveyances, conduct or behavioral commitments or other actions contemplated by the merger agreement, in the aggregate, would or would reasonably be expected to have a materially adverse effect on Postmates, Uber and/or their respective subsidiaries, in each case measured on a scale relative to the combined size of Postmates and its subsidiaries, taken as a whole.

Each of the items in the two preceding bullet points is referred to in this consent solicitation statement/prospectus as an “unacceptable condition,” and any action of the type contemplated by either of the two preceding bullet points (whether or not resulting in an unacceptable condition) is referred to in this consent solicitation statement/prospectus as a “divestiture action.”

Postmates will give any notices to third parties required under contracts and will use reasonable best efforts to obtain any third party consents to any contracts that are necessary, proper or advisable to complete the transaction. However, none of Uber, Postmates or any of their respective subsidiaries will be required to pay any consent or other similar fee, payment or consideration to obtain such third party consents (except, in the case of Postmates, if requested by Uber and either promptly reimbursed by Uber or subject to the completion of the mergers).

The parties have agreed that Uber will have the right (after consulting with and considering in good faith the views of Postmates and subject to the terms of the merger agreement) to devise the strategy for all registrations, filings, forms, notices, petitions, statements, submissions of information, applications, proposals, other documents, communications and correspondence, and other actions and steps to be taken as contemplated by the merger agreement, in connection with the matters described above.

Change of Recommendation; No Stockholder Meeting

Postmates has agreed to include the recommendation of the Postmates board to Postmates stockholders in favor of the adoption of the merger agreement and the Postmates certificate amendment, upon the terms and subject to the conditions set forth in the merger agreement (the “Postmates board recommendation”) in this consent solicitation statement/prospectus, subject to the fiduciary duties of the Postmates board under applicable law.

Notwithstanding the foregoing, prior to obtaining Postmates stockholder approval, (a) Postmates or the Postmates board is permitted to disclose to Postmates stockholders a position contemplated by Rule 14d-9 under the Exchange Act or make any disclosure to Postmates stockholders and (b) the Postmates board is permitted to change or withdraw the Postmates board recommendation, but, in each case, solely to the extent any such disclosure, change or withdrawal is required for the Postmates board to carry out its fiduciary duties under applicable law. However, in no event will any such disclosure, change or withdrawal affect the validity and enforceability of the merger agreement or the support agreement, including each support stockholder’s obligation to deliver its written consent, and Postmates’ obligation to complete the transaction. Therefore, the support stockholders will be required to deliver the written consents contemplated by the support agreement, which will constitute the Postmates stockholder approval and the Postmates certificate amendment approval, even if the Postmates board changes or withdraws the Postmates board recommendation.

The merger agreement provides that Postmates will seek Postmates stockholder approval pursuant to this consent solicitation statement/prospectus, and Postmates will not call or convene any meeting of its stockholders in connection with the Postmates stockholder approval. See the section entitled “Solicitation of Written Consents.”

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Director and Officer Indemnification and Insurance

The parties to the merger agreement have agreed that, for a period of six years from and after the effective time, Uber will:

·cause the surviving company to indemnify and hold harmless all past and present directors and officers of Postmates and its subsidiaries (collectively, the “Postmates insured parties”) against any costs or expenses, judgments, fines, claims, damages and amounts paid in settlement in connection with any actual or threatened claim, investigation or proceeding in respect of acts or omissions alleged to have occurred at or prior to the effective time, to the fullest extent permitted by applicable law and the Postmates governing documents; and
·cause to be maintained in effect the provisions in the Postmates governing documents and any indemnification agreement of Postmates with any Postmates insured party in existence on the date of the merger agreement, except to the extent that such agreement provides for an earlier termination, in each case, regarding elimination of liability, indemnification of officers and directors and advancement of expenses that are in existence on the date of the merger agreement.

In addition, at or prior to the effective time, Postmates will, in consultation with Uber, purchase a six-year “tail” policy on terms substantially equivalent to the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Postmates and its subsidiaries with respect to matters arising at or prior to the effective time.

Employee Matters

The merger agreement provides that Uber will assume, honor and fulfill all of the Postmates benefit plans in accordance with their terms as in effect immediately prior to the date of the merger agreement or as subsequently amended or terminated as permitted pursuant to the terms of such Postmates benefit plans and the merger agreement. From the effective time until the first anniversary of the closing date, Uber will provide to each employee of Postmates and its subsidiaries who continues to be employed by Uber or any of its subsidiaries (the “continuing employees”) (a) at least the same wage rate or base salary as in effect for such continuing employee immediately prior to the closing and (b) employee benefits (including cash bonus opportunities, retirement, health and welfare benefits, but excluding equity incentive compensation) that are, in the aggregate, no less favorable than those in effect for such continuing employee immediately prior to the closing.

For purposes of vesting, eligibility to participate and level of benefits under the employee benefit plans of Uber and its subsidiaries providing benefits to any continuing employees after the effective time, each continuing employee will, subject to applicable law and applicable tax qualification requirements, be credited with his or her years of service with Postmates and its subsidiaries and their respective predecessors before the effective time, to the same extent as such continuing employee was entitled, before the effective time, to credit for such service under any similar Postmates benefit plan in which such continuing employee participated or was eligible to participate immediately prior to the effective time. However, there will be no duplication of benefits.

If, at least 10 business days prior to the effective time, Uber provides written notice directing Postmates to terminate its 401(k) plan(s), Postmates will terminate any and all 401(k) plans (collectively, the “Postmates 401(k) plan”) effective as of the day immediately preceding the day on which the effective time occurs (the “401(k) termination date”). If the Postmates 401(k) plan is terminated, then as soon as reasonably practicable following the 401(k) termination date, Uber will permit all continuing employees who were eligible to participate in the Postmates 401(k) plan immediately prior to the 401(k) termination date to participate in Uber’s 401(k) plan.

Prior to the closing date, Postmates will submit for approval by the Postmates stockholders, in accordance with Section 280G of the Code and the regulations thereunder (the “280G stockholder vote”), any payments that could reasonably be expected to constitute a “parachute payment” pursuant to Section 280G of the Code (each, a

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parachute payment”) on behalf of each “disqualified individual” (as defined in Section 280G of the Code and the regulations thereunder) and which are irrevocably waived by such individual. Prior to the distribution of the 280G stockholder vote materials, Postmates will obtain an irrevocable waiver of the right to any parachute payment from each of the applicable “disqualified individuals” whose parachute payments would be subject to the 280G stockholder vote.

Interim Financing

Pursuant to the merger agreement, Uber agreed to make available to Postmates interim financing of up to $100,000,000, available in up to three advances during the period beginning on the date of the merger agreement and ending on the one-year anniversary of the date of the merger agreement (or, if earlier, the date of termination of the merger agreement (the “termination date”)) (the “initial loan”). The initial loan was funded in full on October 9, 2020. Uber also agreed to make available to Postmates additional interim financing of up to $100,000,000, available in a single draw on July 6, 2021 (the “additional loan” and, together with the initial loan, the “interim loans”) if the transaction has not been completed by such date. Uber and Postmates will cooperate and use their respective reasonable best efforts to do all things necessary, advisable and proper in connection with the consummation, forgiveness, repayment, conversion or other satisfaction of the interim loans, on the terms, and subject to the conditions, agreed upon by the parties.

The initial loan accrues interest at a rate equal to 2.50% per annum from October 9, 2020 to the earlier of (i) the closing date and (ii) the termination date, as applicable. The aggregate outstanding principal amount of the initial loan plus any accrued interest will be (i) deducted from the portion of the aggregate merger consideration payable by Uber to Postmates stockholders on the closing date, (ii) credited against the termination fee if the termination date occurs and the termination fee is payable by Uber to Postmates or (iii) repayable by Postmates to Uber if the termination date occurs and no termination fee is payable. If the termination date occurs and Postmates is not entitled to receive the termination fee, then the aggregate outstanding principal amount of the initial loan, plus accrued interest thereon to and including the termination date, which will be capitalized on such date, will remain outstanding and will be due and payable on the two-year anniversary of the termination date. In such case, interest will accrue from the termination date on such outstanding amounts at a rate equal to 4.50% per annum, 2.50% of which will be payable in cash and 2.00% of which will be capitalized, in each case, every 90 days thereafter, with any accrued and unpaid interest payable in cash on the two-year anniversary of the termination date.

The additional loan, if drawn, will accrue interest at a rate equal to 2.50% per annum from July 6, 2021 to the earlier of (i) the closing date and (ii) the termination date, as applicable. On August 5, 2021, 7.5% of the aggregate principal amount of the additional loan outstanding on July 6, 2021 will be forgiven. On each day thereafter, the aggregate outstanding principal will be forgiven in an amount equal to the quotient of (a) the product of (i) the percentage set forth under “Principal Reduction Percentage” in the table below for the applicable “Relevant Period” set forth in the table below and (ii) the aggregate principal amount of the additional loan outstanding on July 6, 2021, divided by (b) 30.

Relevant Period  Principal
Reduction
Percentage
 
August 6, 2021 to and including September 4, 2021   12.5% 
September 5, 2021 to and including October 4, 2021   15.5% 
October 5, 2021 to and including November 3, 2021   21.5% 
November 4, 2021 to and including December 3, 2021   21.5% 
December 4, 2021 to and including January 2, 2022   21.5% 

 

Thus, the aggregate outstanding principal amount of the additional loan plus any accrued interest will be (i) forgiven in its entirety if the closing occurs or the merger agreement is terminated at least 180 days after the date of the additional loan (the “forgiveness date”), (ii) forgiven partially if the closing occurs prior to the forgiveness date or (iii) forgiven partially, with the remainder repayable by Postmates to Uber on the two-year anniversary of the termination date, if the merger agreement is terminated prior to the forgiveness date. In the case of clause (iii),

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interest will accrue from the termination date on such outstanding amounts at a rate equal to 4.50% per annum, 2.50% of which will be payable in cash and 2.00% of which will be capitalized, in each case, every 90 days thereafter, with any accrued and unpaid interest payable in cash on the two-year anniversary of the termination date.

The interim loans are not guaranteed by any of Postmates’ subsidiaries and are prepayable at Postmates’ election upon prior written notice to Uber. Postmates agrees to use the proceeds of the interim loans solely to fund operations (and not to redeem, repurchase, defease, discharge, repay or otherwise satisfy indebtedness of Postmates and/or its subsidiaries). On and after the termination date, if any interim loans are outstanding, Postmates has agreed to (i) provide Uber with certain financial information and information with respect to any defaults or events of default under Postmates’ existing credit agreement and (ii) prepay the interim loans in full upon the occurrence of certain change of control and other liquidity events.

Tax Matters

Uber and Postmates will each use its reasonable best efforts to cause the mergers, taken together, to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the merger agreement to constitute a “plan of reorganization” for purposes of Sections 354 and 361 of the Code (collectively, the “intended tax treatment”). In the event that the mergers would reasonably be likely to fail to qualify for the intended tax treatment, or it is otherwise determined by both Uber and Postmates that an alternative structure would qualify for the intended tax treatment and would be beneficial for other reasons, the parties have agreed (a) to cooperate in good faith to explore alternative structures that would permit the mergers to qualify as a “reorganization” within the meaning of Section 368(a) of the Code and (b) if each party agrees to pursue such an alternative structure, the parties will enter into an appropriate amendment to the merger agreement. However, any actions taken in connection with the alternative structure will not (i) alter or change the amount, nature or mix of the per share merger consideration without the consent of each of Postmates and Uber, or (ii) impose any material, unreimbursed cost on Uber without the consent of Uber, or on Postmates or on the converting holders without the consent of Postmates. In particular, in accordance with the foregoing provisions, the parties may agree to amend the merger agreement to implement an alternative structure in which the first merger is completed as provided in the merger agreement, such that Merger Sub will be merged with and into Postmates, with Postmates continuing as the surviving corporation in the first merger and as a wholly owned subsidiary of Uber, but the second merger is not effected, if the first merger would qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the parties determine to implement, and enter into an amendment to the merger agreement providing for, such an alternative structure, the receipt of the Postmates stockholder approval pursuant to the consent solicitation contemplated by this consent solicitation statement/prospectus will constitute approval of the adoption of the merger agreement, as amended by such amendment, unless further approval of Postmates stockholders is required by applicable law, regulation or stock exchange rules.

 

Certain Litigation

The merger agreement requires that Postmates provide Uber prompt notice of certain litigation, including litigation brought by any Postmates stockholder relating to the transaction or the merger agreement (“stockholder litigation”) and litigation brought by any person relating to the alleged misclassification of independent contractor couriers (“specified matter litigation”), and keep Uber informed on a prompt and timely basis with respect to the status of any such litigation. In addition, Postmates will give Uber the opportunity to participate in the defense or settlement of any stockholder litigation, at Uber’s expense, and reasonably cooperate with Uber in conducting the defense or settlement of such stockholder litigation, and no such settlement will be agreed without Uber’s prior written consent. From time to time at Uber’s request, Postmates will also consult with and consider in good faith the views of Uber regarding the conduct of the defense of any specified matter litigation.

Certain Additional Covenants and Agreements

The merger agreement contains certain other covenants and agreements, including, among others, covenants relating to access to information and notices of certain events, public announcements relating to the merger agreement and the transaction, preparation and filing of the registration statement of which this consent solicitation

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statement/prospectus forms a part, exemption from takeover laws, certain director and officer resignations, the listing of the shares of Uber common stock to be issued in the first merger, treatment of Postmates indebtedness, preparation and delivery of certain documents, including the spreadsheet, actions with respect to Postmates preferred stock and Postmates warrants, termination of affiliate agreements and cooperation with respect to a representation and warranty insurance policy.

 

Conditions to Completion of the Transaction

The respective obligations of each party to effect the mergers will be subject to the satisfaction on or prior to the closing date of each of the following conditions, any and all of which may be waived in whole or in part by Uber, Merger Sub, Merger Company and Postmates, as the case may be, to the extent permitted by applicable law:

·the receipt of each of the Postmates stockholder approval and the Postmates certificate amendment approval;
·the expiration or termination of any waiting period (and any extension thereof) applicable to the mergers under the HSR Act without the imposition, individually or in the aggregate (taken together with all divestiture actions), of an unacceptable condition by a governmental entity of competent jurisdiction;
·the absence of any law enacted or promulgated by, or order, judgment, decree, ruling or injunction issued or granted by, a governmental entity of competent jurisdiction, in each case which has the effect of (x) enjoining or otherwise prohibiting the completion of the mergers or (y) resulting, individually or in the aggregate (taken together with all divestiture actions), in an unacceptable condition;
·the effectiveness of the registration statement of which this consent solicitation statement/prospectus forms a part and the absence of any stop order suspending that effectiveness or any proceedings for that purpose initiated by the SEC; and
·the approval for listing on the NYSE of the shares of Uber common stock issuable to Postmates stockholders in connection with the first merger, subject to official notice of issuance.

The obligations of Uber, Merger Sub and Merger Company to effect the mergers will be further subject to the satisfaction on or prior to the closing date of each of the following conditions, any and all of which may be waived in whole or in part by Uber to the extent permitted by applicable law:

·the accuracy of the representations and warranties made in the merger agreement by Postmates as of the date of the merger agreement and as of the closing date, subject to certain materiality thresholds;
·performance in all material respects by Postmates of the obligations, covenants and agreements required to be performed by it at or prior to the effective time;
·the absence since the date of the merger agreement of any effects that, individually or in the aggregate, have had or would reasonably be expected to have a material adverse effect on Postmates; and
·the receipt by Uber of each of the agreements, instruments, certificates and other documents required to be delivered by Postmates at or prior to the closing pursuant to the merger agreement.

The obligations of Postmates to effect the mergers will be further subject to the satisfaction on or prior to the closing date of each of the following conditions, any and all of which may be waived in whole or in part by Postmates to the extent permitted by applicable law:

·the accuracy of the representations and warranties made in the merger agreement by Uber, Merger Sub and Merger Company as of the date of the merger agreement and as of the closing date, subject to certain materiality thresholds;
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·performance in all material respects by each of Uber, Merger Sub and Merger Company of the obligations, covenants and agreements required to be performed by it at or prior to the effective time;
·the absence since the date of the merger agreement of any effects that, individually or in the aggregate, have had or would reasonably be expected to have a material adverse effect on Uber;
·the receipt by Postmates of each of the agreements, instruments, certificates and other documents required to be delivered by Uber at or prior to the closing pursuant to the merger agreement; and
·the receipt by Postmates of a written opinion from Latham & Watkins LLP (or, if Latham & Watkins LLP is unwilling or unable to issue such opinion, a written opinion from Wachtell, Lipton, Rosen & Katz), in form and substance reasonably satisfactory to Postmates, dated as of the closing date, to the effect that, on the basis of certain facts, representations and assumptions described or referred to in the opinion, the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Termination of the Merger Agreement

The merger agreement may be terminated and the transaction may be abandoned at any time before the effective time as follows:

·by mutual written consent of Uber and Postmates;
·by either Uber or Postmates, if (i) there has been a breach or failure to perform in any material respect by Postmates, on the one hand, or Uber, Merger Sub or Merger Company, on the other hand, of its covenants or agreements under the merger agreement or (ii) any of the representations and warranties of Postmates, on the one hand, or Uber, Merger Sub or Merger Company, on the other hand, set forth in the merger agreement have become inaccurate, in each case, which breach, failure to perform or inaccuracy would result in an applicable condition to the other parties’ obligation to effect the mergers not being satisfied (and is not capable of being cured by the outside date or is not cured before the earlier of (x) the third business day immediately prior to the outside date and (y) the 30th day following receipt of written notice thereof) (provided that the right to terminate the merger agreement pursuant to this bullet point will not be available to any party that is then in material breach of its representations, warranties, covenants or agreements in the merger agreement, which breach would result in an applicable condition to the other parties’ obligation to effect the mergers not being satisfied);
·by either Uber or Postmates, if the effective time has not occurred on or before July 6, 2021 (subject to the right of either Uber or Postmates to extend that date to January 5, 2022 if, on July 6, 2021, the only conditions not satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing, which conditions would be satisfied or validly waived were the closing to occur at such time) are the conditions relating to antitrust approval and the absence of any law or order prohibiting the completion of the mergers or resulting in an unacceptable condition, in each case in respect of an antitrust law) (the “outside date”) (provided that the right to terminate the merger agreement pursuant to this bullet point will not be available to any party whose action or failure to fulfill any obligation under the merger agreement has been the principal cause of or principally resulted in the failure to close and such action or failure constitutes a material breach of the merger agreement);
   
·by Uber, if, prior to the receipt of the Postmates stockholder approval, Postmates has materially breached its non-solicitation obligations or its obligations in respect of the Postmates board recommendation, the Postmates stockholder approval and the Postmates certificate amendment approval; or
·by either Uber or Postmates, if a governmental entity of competent jurisdiction has issued or granted an order, judgment, decree, ruling or injunction that (i) results in a permanent restraint and has become final and non-appealable or (ii) requires, as a final and non-appealable condition, that Uber, Postmates or any of their respective subsidiaries take any action that would result in, or would reasonably be expected to result in, individually or in the aggregate (taken together with all divestiture actions), an unacceptable condition.

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In addition, the merger agreement may be terminated by Uber if any support stockholder has failed to execute and deliver to Uber the support agreement to which such support stockholder is a party within one day following the execution of the merger agreement. However, subsequent to the execution of the merger agreement, each of the support stockholders delivered to Uber the support agreement within one day following the execution of the merger agreement.

 

In the event of the valid termination of the merger agreement, the merger agreement will become null and void and there will be no liability on the part of Uber, Merger Sub, Merger Company or Postmates, except that certain specified provisions, including certain provisions described below under “—Expenses and Termination Fee,” will survive termination. However, no party will be relieved from liability for fraud or willful breach of the merger agreement prior to such termination.

Expenses and Termination Fee

Expenses

Except as otherwise expressly provided in the merger agreement, all costs and expenses incurred in connection with the merger agreement and the transaction will be paid by the party incurring such costs and expenses.

Termination Fee

The merger agreement requires Uber to pay Postmates an amount equal to (x) $145,750,000 minus (y) the then aggregate outstanding principal amount of the initial loan, plus accrued interest thereon, if all of the following occur:

·either Uber or Postmates terminates the merger agreement because the first merger has not been completed by the outside date;
·at the time of such termination, all of the conditions to the respective obligations of each party to effect the mergers have been satisfied or waived, except for one or more of the closing conditions related to antitrust approval and the absence of any law or order prohibiting the completion of the mergers or resulting in an unacceptable condition, in each case in respect of an antitrust law, and any conditions that by their nature are to be satisfied at the closing, if such conditions would be satisfied or waived if the closing were to occur at such time; and
·no material breach by Postmates of its obligations under the merger agreement has been the principal cause of the failure to be satisfied of all or any of the conditions related to antitrust approval and the absence of any law or order prohibiting the completion of the mergers or resulting in an unacceptable condition.

In addition, the merger agreement requires Uber to pay Postmates the termination fee if each of the following occur:

·either Uber or Postmates terminates the merger agreement because a governmental entity of competent jurisdiction has issued or granted an order, judgment, decree, ruling or injunction that results in a permanent restraint that has become final and non-appealable or Uber terminates the merger agreement because any such order, judgment, decree, ruling or injunction requires, as a final and non-appealable condition, that Uber, Postmates or any of their respective subsidiaries take any action that would reasonably be expected to result in, individually or in the aggregate (taken together with all divestiture actions undertaken), an unacceptable condition, in each case pursuant to an antitrust law; and
·no material breach by Postmates of its obligations under the merger agreement has been the principal cause of the imposition of such order, judgment, decree, ruling or injunction.

In no event will Uber be obligated to pay the termination fee on more than one occasion. Upon Postmates’ receipt of the full termination fee, except in the case of fraud or willful breach, none of Uber, any of its subsidiaries or any of their respective officers, directors, partners, stockholders, managers, members, affiliates or agents will

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have any further liability or obligation relating to or arising out of the merger agreement or the transaction, and such payment of the termination fee will be the sole and exclusive remedy under the merger agreement of Postmates, any of its subsidiaries and any of their respective officers, directors, partners, stockholders, managers, members, affiliates, agents or other representatives in such circumstance.

 

Amendments and Waivers

Subject to applicable law and except as otherwise provided in the merger agreement, the merger agreement may be amended, modified and supplemented by written agreement of the parties at any time before or after receipt of the Postmates stockholder approval. However, after the Postmates stockholder approval has been obtained, there may not be any amendment that by applicable law or in accordance with the rules of any stock exchange requires further approval by Postmates or Uber stockholders, as applicable, without such further approval of such stockholders.

At any time prior to the effective time, either Postmates, on the one hand, or Uber, Merger Sub or Merger Company, on the other hand, may, to the extent legally allowed and except as otherwise set forth in the merger agreement, (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties made by the other parties and (c) waive compliance with any of the agreements or conditions for their respective benefit.

No Third-Party Beneficiaries

The merger agreement is not intended to and does not confer upon any person other than the parties to the merger agreement any rights or remedies, except with respect to certain provisions related to the indemnification of Postmates directors and officers and legal representation of the converting holders.

Enforcement; Remedies

Prior to the termination of the merger agreement, each party will be entitled to an injunction or injunctions to prevent or remedy any breaches or threatened breaches by any other party, an order of specific performance specifically enforcing the terms of the merger agreement and any further equitable relief. Except as otherwise expressly provided in the merger agreement, any and all remedies expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy.

Governing Law

The merger agreement is governed by Delaware law, without giving effect to conflicts of laws principles that would result in the application of the law of any other state.

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SUPPORT AGREEMENT

The following section summarizes material provisions of the support agreement, which is included in this consent solicitation statement/prospectus as Annex E, incorporated by reference herein in its entirety, and qualifies the following summary in its entirety. The rights and obligations of Uber and the support stockholders are governed by the support agreement and not by this summary or any other information contained in or incorporated by reference into this consent solicitation statement/prospectus. Uber and Postmates stockholders are urged to read the support agreement carefully and in its entirety, as well as this consent solicitation statement/prospectus and the information incorporated by reference into this consent solicitation statement/prospectus.

Subsequent to the execution of the merger agreement, Uber and the support stockholders entered into the support agreement. Pursuant to the support agreement, each of the support stockholders has agreed, promptly (and in any event within two business days) after the registration statement of which this consent solicitation statement/prospectus forms a part is declared effective under the Securities Act by the SEC, to execute and deliver a written consent approving the adoption of the merger agreement and the Postmates certificate amendment and related matters with respect to all of its shares of Postmates capital stock entitled to act by written consent with respect thereto.

Each support stockholder has also agreed that it will vote or cause to be voted (including by written consent) all of its shares of Postmates capital stock against (a) any alternative transaction and (b) any other action, agreement or transaction involving Postmates that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone, adversely affect or prevent the completion of the transaction, including the mergers. Under the support agreement, each support stockholder will be required to deliver its written consent even if the Postmates board changes or withdraws the Postmates board recommendation. Any action of any support stockholder in contravention of the foregoing will be null and void.

The support agreement contains customary provisions restricting the support stockholders from transferring their shares of Postmates capital stock during the pendency of the transaction, subject to limited exceptions, and from soliciting any alternative transaction. In addition, pursuant to the support agreement, each support stockholder agreed to waive any appraisal or dissenters’ rights, including under Section 262 of the DGCL or Chapter 13 of the CCC, as applicable, and any rights of first refusal, redemption rights and rights of notice relating to the transaction.

The support agreement will terminate and will have no further force or effect with respect to a support stockholder upon the earliest to occur of (i) the effective time, (ii) the termination of the merger agreement and (iii) any amendment to the merger agreement without the prior written consent of such stockholder if such amendment reduces the aggregate merger consideration or changes the form of consideration payable in the first merger.

As of the date of the support agreement, the support stockholders collectively owned, of record or beneficially, a majority of the outstanding shares of Postmates capital stock, Postmates common stock, Postmates preferred stock and Postmates Series G preferred stock. As of the record date, the support stockholders collectively owned approximately 65.7% of the outstanding shares of Postmates capital stock, approximately 52.5% of the outstanding shares of Postmates common stock and approximately 75.3% of the outstanding shares of Postmates preferred stock, including 100% of the outstanding shares of Postmates Series G preferred stock. Accordingly, the execution and delivery of written consents by all of the support stockholders will constitute the Postmates stockholder approval and the Postmates certificate amendment approval and, therefore, we expect to receive a number of written consents sufficient to satisfy each such approval.

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U.S. FEDERAL INCOME TAX CONSEQUENCES

The following discussion is a summary of material U.S. federal income tax consequences of the mergers to U.S. holders (as defined below) that exchange their shares of Postmates common stock for shares of Uber common stock in the mergers. The following summary is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed U.S. Treasury Regulations promulgated thereunder and rulings and other administrative pronouncements issued by the IRS and judicial decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect, and to differing interpretations. Any such change could affect the accuracy of the statements and conclusions set forth in this discussion.

 

This discussion addresses only U.S. holders who hold Postmates common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion is based upon the assumption that the mergers will be completed in accordance with the merger agreement and as described in this consent solicitation statement/prospectus. Holders of Postmates common stock that are not U.S. holders, and holders of Postmates capital stock other than Postmates common stock, should consult their own tax advisors as to the tax consequences of the mergers. Moreover, this discussion does not address any U.S. federal tax consequences other than income tax consequences (such as estate, gift or other non-income tax consequences) or any state, local or foreign income or non-income tax consequences. In addition, this discussion does not purport to be a complete analysis of all of the U.S. federal income tax consequences (such as the Medicare contribution tax on net investment income or consequences that may arise under the Foreign Account Tax Compliance Act (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith)) that may be relevant to U.S. holders in light of their particular circumstances and does not address all of the U.S. federal income tax consequences that may be relevant to particular holders of Postmates common stock that are subject to special rules, including, but not limited to:

 

·financial institutions;
·partnerships or other pass-through entities (or other entities or arrangements treated as partnerships or pass-through entities for U.S. federal income tax purposes) or investors in such partnerships or pass-through entities;
·mutual funds;
·S corporations or investors in such S corporations;
·insurance companies;
·tax-exempt organizations or governmental organizations;
·dealers or brokers in securities or currencies;
·traders in securities that elect to use a mark-to-market method of accounting;
·persons that immediately before the mergers actually or constructively owned at least five percent of Postmates common stock (by vote or value);
·regulated investment companies;
·real estate investment trusts;
·tax-qualified retirement plans;
·persons that hold Postmates common stock as part of a straddle, hedge, constructive sale or conversion transaction;
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·persons that are liable for the alternative minimum tax;
·individuals who are U.S. expatriates and former citizens or long-term residents of the United States;
·holders who acquired their shares of Postmates common stock through the exercise of an employee stock option, in connection with a restricted stock unit or otherwise as compensation;
·holders who hold their shares as “qualified small business stock” within the meaning of Section 1202(c) of the Code; and
·persons that have a functional currency other than the U.S. dollar.

If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds Postmates common stock, the tax treatment of a partner in such partnership generally will depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships and partners in such a partnership should consult their tax advisors about the tax consequences of the mergers to them.

 

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of Postmates common stock which is, or is treated for U.S. federal income tax purposes as, any of the following:

 

·an individual who is a citizen or resident of the United States;
·a corporation (or any other entity treated as a corporation) created or organized in or under the laws of the United States or any of its political subdivisions;
·a trust that (i) is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more United States persons (as defined in Section 7701(a)(30) of the Code) or (ii) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person; or
·an estate, the income of which is subject to U.S. federal income taxation regardless of its source.

The following discussion is a summary of material U.S. federal income tax consequences of the mergers under current law and is for general information only. All stockholders should consult their own tax advisors as to the tax consequences of the mergers in their particular circumstances, including the applicability and effect of U.S. federal, state, local or foreign income or other tax laws.

 

The mergers, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the mergers that Postmates receive an opinion from counsel dated as of the closing date to the effect that the mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In addition, in connection with the filing of the registration statement of which this consent solicitation statement/prospectus is a part, Latham & Watkins LLP has delivered an opinion to Postmates to the same effect as the opinion described in the preceding sentence. Accordingly, as a result of the mergers qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences to U.S. holders who receive consideration in exchange for their shares of Postmates capital stock pursuant to the merger agreement generally will be as described below. Each of the foregoing opinions of counsel will be or is based on, among other things, certain facts, representations and covenants, each made by officers of Uber and Postmates, and assumptions, all of which must be consistent with the state of facts existing at the time of the mergers. If any of these facts, representations, covenants and assumptions are, or become, inaccurate or incomplete, such opinions may be invalid, and the conclusions reached therein could be jeopardized. An opinion of counsel represents counsel’s best legal judgment and is not binding on the IRS or the courts, which may not agree with the conclusions set forth in such opinion.

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No ruling has been, or will be, sought by Postmates or Uber from the IRS with respect to the mergers and there can be no assurance that the IRS will not challenge the qualification of the mergers, taken together, as a “reorganization” under Section 368(a) of the Code or that a court would not sustain such a challenge. If the IRS successfully challenges the reorganization status of the mergers, U.S. holders will be treated as if they sold their Postmates common stock in a fully taxable transaction.

 

Tax Consequences if the Mergers Qualify as a “Reorganization”

 

Assuming that the mergers, taken together, qualify as a “reorganization” within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences to U.S. holders of the mergers are as follows:

 

·except as described below with respect to cash received in lieu of a fractional share, a U.S. holder will generally not recognize any gain or loss on the receipt of Uber common stock in exchange for Postmates common stock;
·the aggregate tax basis of the Uber common stock received by a U.S. holder in the mergers (including any fractional shares of Uber common stock deemed received and exchanged for cash) will be the same as such U.S. holder’s aggregate tax basis in the Postmates common stock exchanged for the Uber common stock;
·the holding period of Uber common stock received by a U.S. holder in exchange for such U.S. holder’s shares of Postmates common stock (including any fractional shares of Uber common stock deemed received and exchanged for cash) will include the holding period of such U.S. holder’s Postmates common stock exchanged for the Uber common stock; and
·a U.S. holder who receives cash in lieu of a fractional share of Uber common stock will be treated as having received the fractional share pursuant to the mergers and then as having exchanged that fractional share with Uber for cash in a redemption transaction. A U.S. holder will generally recognize gain or loss equal to the difference between the amount of cash received and such U.S. holder’s basis allocated to such fractional share. Any gain or loss recognized generally would be long-term capital gain or loss if the U.S. holder’s holding period in such Uber common stock, as determined in accordance with the rules discussed above, exceeds one year at the closing of the mergers. Long-term capital gain of individuals and other non-corporate U.S. holders currently is eligible for preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations.

If a U.S. holder acquired different blocks of Postmates common stock at different times or at different prices, such U.S. holder’s holding period and basis will be determined separately with respect to each block of Postmates common stock.

 

Tax Consequences if the Mergers Fail to Qualify as a “Reorganization”

 

If, contrary to the discussion above, the mergers, taken together, fail to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, a U.S. holder generally would recognize gain or loss in an amount equal to the difference between (1) the fair market value of the shares of Uber common stock received and any cash in lieu of fractional shares of Uber common stock by such U.S. holder in the mergers and (2) such U.S. holder’s tax basis in the U.S. holder’s Postmates common stock surrendered.

 

Gain or loss would be calculated separately for each block of Postmates common stock exchanged by such U.S. holder if such blocks were acquired at different times or for different prices. Any gain or loss recognized generally would be long-term capital gain or loss if the U.S. holder’s holding period in a particular block of Postmates common stock exceeds one year at the closing of the mergers. Long-term capital gain of individuals and other non-corporate U.S. holders currently is eligible for preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations. A U.S. holder’s holding period in shares of Uber common stock received in the mergers would begin on the day following the closing of the mergers.

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THIS SUMMARY DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OF THE POTENTIAL TAX CONSEQUENCES RELATING TO THE MERGERS, AND IS NOT, AND IS NOT INTENDED TO BE, TAX ADVICE. ALL STOCKHOLDERS ARE STRONGLY ADVISED AND ARE EXPECTED TO CONSULT THEIR LEGAL AND TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGERS IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER U.S. FEDERAL TAX LAWS, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL OR FOREIGN TAX LAWS.

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INTERESTS OF POSTMATES’ DIRECTORS AND EXECUTIVE OFFICERS IN THE TRANSACTION

Certain of Postmates’ directors and executive officers have interests in the transaction that may be different from, or in addition to, the interests of Postmates’ stockholders generally. These interests include, among other things, the interests listed below:

·Certain of Postmates’ directors and executive officers may serve as officers of the surviving company following the transaction. As such, in the future they may receive any cash or equity-based compensation that the Uber board determines to pay to such officers.
·The Postmates board has approved grants of retention awards to Postmates’ executive officers in the form of Postmates restricted stock units (each, a “Postmates retention award”) to incentivize such executive officers to remain in the employ or other service of Postmates and Uber through and following the closing, the value of which is set forth in the table quantifying severance benefits below and will be deducted from the consideration payable to holders of Postmates common stock. Each Postmates retention award will vest as to two-thirds of the number of Postmates restricted stock units initially subject to such award as of immediately prior to the closing and as to one-third of the number of Postmates restricted stock units initially subject to such award on the four-month anniversary of the closing, in each case, subject to the executive officer’