Item 7.01. Regulation FD Disclosure.
On November 9,
2020, the Antitrust Division of the United States Department of Justice (the “DOJ”) granted early termination of the
HSR waiting period for Uber Technologies, Inc.’s (“Uber’s”) acquisition of Postmates Inc. (“Postmates”).
We now expect to close this transaction in the fourth quarter of 2020, subject to the approval of Postmates stockholders and other
customary closing conditions.
On November 6, 2020, the
Company 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. The details are outlined in the attached letter to the DOJ.
The information set forth
under this Item 7.01 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, regardless of any general incorporation language in such filing, except as otherwise expressly stated in such
filing..
This Form 8-K contains forward-looking statements regarding our
future business expectations which involve risks and uncertainties. Actual results may differ materially from the results predicted,
and reported results should not be considered as an indication of future performance. Forward-looking statements include all statements
that are not historical facts and can be identified by terms such as “anticipate,” “expect,” “will,”
or “would” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different
from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties
and other factors relate to, among others: risks and uncertainties related to our pending acquisition of Postmates, including the
costs, expenses or difficulties related to the acquisition of Postmates, including the integration of the Postmates’ business;
failure to realize the expected benefits and synergies of the proposed transaction in the expected timeframes or at all; the potential
impact of the announcement, pendency or consummation of the proposed transaction on relationships with our and Postmates’
employees, customers, suppliers and other business partners; the risk of litigation or regulatory actions to us and Postmates;
inability to retain key personnel; changes in legislation or government regulations affecting us or Postmates; and economic, financial,
social or political conditions that could adversely affect us, Postmates or the proposed transaction; developments in the COVID-19
pandemic and the resulting impact on our business and operations, our strategy, competition, managing our growth and corporate
culture, financial performance, investments in new products or offerings, our ability to attract drivers, consumers and other partners
to our platform, our brand and reputation and other legal and regulatory developments. In addition, other potential risks and uncertainties
that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included
under the captions “Risk Factors” and “Management's Discussion and Analysis of Financial Condition and Results
of Operations” in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 2, 2020 and
in any subsequent Form 10-Qs and Form 8-Ks filed with the Securities and Exchange Commission. All information provided in this
Form 8-K is as of the date hereof and any forward-looking statements contained herein are based on assumptions that we believe
to be reasonable as of this date. Undue reliance should not be placed on the forward-looking statements in this Form 8-K, which
are based on information available to us on the date hereof. We undertake no duty to update this information unless required by
law.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities
Act of 1933, as amended.
Important Additional Information Filed with the SEC
Uber has filed with the SEC a registration statement on Form S-4,
which includes a prospectus of Uber. INVESTORS ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND OTHER RELEVANT DOCUMENTS
TO BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT UBER,
POSTMATES, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors can obtain free copies of the registration statement and other
documents filed with the SEC through the website maintained by the SEC at www.sec.gov and on Uber’s website at investor.uber.com.