Item 1.01 Entry into a Material Definitive Agreement.
On March 14, 2023, Uber Technologies, Inc. (the “Company”)
borrowed $761 million in aggregate principal amount of loans (the “Refinancing Loans”), pursuant to an amendment
(the “Refinancing Amendment”) to the Term Loan Agreement, dated as of July 13, 2016, by and among the Company
as borrower, Rasier, LLC (“Rasier”), a subsidiary of the Company as subsidiary guarantor, the lenders party
thereto from time to time and Morgan Stanley Senior Funding, Inc. as administrative agent for the lenders (as amended by the Amendment
No. 1, dated as of June 13, 2018, Amendment No. 2, dated as of February 25, 2021, and Amendment No. 3, dated as of March 3, 2023, the
“2016 Term Loan Agreement”, and as further amended by the Refinancing Amendment, the “Amended Term
Loan Agreement”) to refinance and reprice all of the outstanding 2021 Refinancing Term Loans made under the 2016 Term Loan
Agreement (the “2021 Refinancing Term Loans”).
The Amended Term Loan Agreement provides for (i) a $1.75 billion in aggregate
principal amount tranche of term loans, (ii) the Refinancing Loans, and (iii) one or more uncommitted additional incremental loan facilities
subject to the satisfaction of certain conditions thereof.
The Refinancing Loans constitute additional term loans in the same tranche
as the Company’s previously incurred $1.75 billion in aggregate principal amount of term loans (such loans, together with the Refinancing
Loans, collectively, the “2023 Refinancing Term Loans”). The 2023 Refinancing Term Loans bear interest, at the
Company’s option, at a rate equal to either (i) the adjusted Term SOFR (“SOFR Rate”), plus 2.75% per annum
or (ii) an alternate base rate equal to the greatest of (x) the prime rate, (y) the federal funds rate plus 0.50% and (z) the adjusted
SOFR Rate for an interest period of one month plus 1.00%, plus 1.75% per annum. The Company is permitted to make voluntary prepayments
of the 2023 Refinancing Term Loans under the Amended Term Loan Agreement at any time without payment of a premium, except that a 1% premium
will apply to a repayment of the 2023 Refinancing Term Loans in connection with a repricing of, or any amendment to the Amended Term Loan
Agreement in a repricing of, such loans effected on or prior to the date that is six months following March 3, 2023. The principal amount
of the 2023 Refinancing Term Loans will amortize in quarterly installments at a rate of 1.00% per annum, with the balance due on the maturity
date.
In connection with the Refinancing Amendment, the Company effectively:
| · | Extended the maturity date of approximately $761 million
in aggregate principal amount of the 2021 Refinancing Term Loans from February 25, 2027 to March 3, 2030, the maturity date of the 2023
Refinancing Term Loans; and |
| · | Reduced the applicable spread from the benchmark rate at
which the 2021 Refinancing Term Loans bear interest from LIBOR plus 3.50% per annum to the SOFR Rate plus 2.75% per annum, the interest
rate applicable to the 2023 Refinancing Term Loans. |
The Amended Term Loan Agreement contains customary representations and
warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness and liens. In
addition, the Amended Term Loan Agreement contains certain customary events of default including, but not limited to, failure to pay principal,
interest and fees or other amounts when due, material misrepresentations or misstatements in any representation or warranty, covenant
defaults, certain cross defaults to other material indebtedness, certain judgment defaults and events of bankruptcy.
The obligations under the Amended Term Loan Agreement (including obligations
in respect of the 2023 Refinancing Term Loans) are guaranteed by Raiser and are required to be guaranteed by certain future material domestic
subsidiaries of the Company. The obligations under the Amended Term Loan Agreement (including obligations in respect of the 2023 Refinancing
Term Loans) are secured by equity interests of certain material subsidiaries and certain intellectual property of the Company.
The foregoing description of the Refinancing Amendment, the Refinancing
Loans, the 2023 Refinancing Term Loans and the Amended Term Loan Agreement is not intended to be complete and is qualified in its entirety
by reference to the Refinancing Amendment, a copy of which is attached hereto as Exhibit 10.1, and the original 2016 Term Loan Agreement
and prior amendments, copies of which have been previously filed by the Company with the U.S. Securities and Exchange Commission. Neither
the Refinancing Amendment nor the Amended Term Loan Agreement is intended to be a source of factual, business or operational information
about the Company or its subsidiaries. The representations and warranties contained in the Refinancing Amendment and the Amended Term
Loan Agreement were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to
such agreements, and may be subject to limitations agreed upon by the parties, including being qualified by disclosures for the purpose
of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality
applicable to the contracting parties that differ from those applicable to investors or security holders. Accordingly, investors should
not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts
or condition of the parties.