DoorDash Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits

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On May 6, 2025, DoorDash, Inc. (“DoorDash” or the “Company”) issued an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the UK City Code on Takeovers and Mergers (the “Code”), disclosing that the board of directors of the Company (the “Company Board”) and the board of directors of Deliveroo plc (the “Deliveroo Board”), a company incorporated in England and Wales (“Deliveroo”), had reached agreement on the terms of a recommended final cash offer by the Company for the entire issued and to be issued share capital of Deliveroo (the “Transaction”). In connection with the Transaction, (i) the Company and Deliveroo entered into a Co-operation Agreement, dated as of May 6, 2025 (the “Co-operation Agreement”); (ii) the Company, as borrower, entered into a Bridge Term Loan Credit and Guaranty Agreement, dated as of May 6, 2025 (as amended, restated, supplemented or modified from time to time, the “Bridge Credit Agreement”), with JPMorgan Chase Bank, N.A., as administrative agent, the guarantors party thereto and the lenders party thereto; and (iii) in connection with the Transaction and prior to the Rule 2.7 Announcement, the Company, JPMorgan Chase Bank, N.A., as escrow agent (the “Escrow Agent”), and J.P. Morgan Securities plc entered into an Escrow Agreement (the “Escrow Agreement”).

The financial terms of the Transaction are final and will not be increased, except that the Company reserves the right to increase the consideration payable under the Transaction and/or otherwise improve the terms of the Transaction if there is an announcement on or after the date of the Rule 2.7 Announcement of a possible offer or a firm intention to make an offer for Deliveroo by any third party. The Company reserves the right (with the consent of the Takeover Panel, if required), and while the Co-operation Agreement is continuing, subject to the terms of the Co-operation Agreement, to implement the Transaction by way of a Takeover Offer.

The information set forth in Item 2.03 regarding the Bridge Credit Agreement is incorporated by reference into this Item 1.01.

Bridge Credit Agreement

Pursuant to the Bridge Credit Agreement, the lenders agreed to provide the Company certain borrowings in an aggregate amount of up to $2.85 billion on the terms and conditions set forth in the Bridge Credit Agreement in order to, among other things, partially finance the cash consideration payable by the Company in connection with the Transaction. Such amount in USD, or a portion of such USD amount, may be converted into GBP, being the currency in which the cash consideration payable by the Company in connection with the Transaction is required to be made, pursuant to a deal-contingent foreign exchange forward transaction entered into by the Company, which forward transaction (or similar transaction) will be maintained by the Company through the consummation of the Transaction. From the date on which the Bridge Credit Agreement is signed until the Long-Stop Date or, if earlier, the occurrence of certain customary draw-stop triggers consistent with the requirements of the Code, the lenders under the Bridge Credit Agreement shall not be entitled to (among other things) cancel their commitments, terminate the Bridge Credit Agreement, exercise any right of netting, set-off or counterclaim, refuse to make available a loan under the Bridge Credit Agreement or take any other action or step to the extent to do so would prevent or limit the making of such loan on the closing date of the Transaction.

The Bridge Credit Agreement contains customary representations and warranties, events of default and affirmative and negative covenants for transactions of this type. The Company’s obligations under the Bridge Credit Agreement are guaranteed by certain of its domestic subsidiaries meeting materiality thresholds set forth in the Bridge Credit Agreement.

To the extent any borrowings are made under the Bridge Credit Agreement, such loans will mature on the date that is 364 days after the closing date of the Transaction and bear interest, at the Company’s option, at a per annum rate equal to (i) the base rate plus a spread of either 0.625% or 0.750% or (ii) an adjusted term Secured Overnight Financing Rate (“SOFR”) plus a spread of either 1.625% or 1.750%, in each case, with the spread determined based on the Company’s senior, unsecured debt ratings. Interest is due and payable in arrears quarterly for loans bearing interest at the base rate and at the end of an interest period (or at each three-month interval in the case of loans with interest periods greater than three months) in the case of loans bearing interest at the adjusted term SOFR. The Company is also obligated to pay customary administration fees, syndication fees, commitment fees, ticking fees, and duration fees for a credit facility of this size and type.

The foregoing summary of the Bridge Credit Agreement is subject to, and qualified in its entirety by, the text of the Bridge Credit Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.