v3.19.3.a.u2
Divestitures
12 Months Ended
Dec. 31, 2019
Discontinued Operations and Disposal Groups [Abstract]  
Divestitures
Note 9 - Assets and Liabilities Held for Sale
Lion City Rentals
During 2018, the Company started exploring strategic options for the sale of Lion City Rentals Pte. Ltd. (“LCR”), a wholly-owned vehicle solutions subsidiary of the Company based in Singapore and concluded that LCR met all of the held for sale criteria as of December 31, 2018.
In January 2019, an agreement was executed with Waydrive Holdings Pte. Ltd. (“Waydrive”) to purchase the LCR business, specifically 100% of the equity interests of LCR and its subsidiary LCRF Pte. Ltd. (“LCRF”). The fair value of consideration received included $310 million of cash for the assets and liabilities of LCR and LCRF and up to $33 million of contingent consideration receivable for certain VAT receivables and receivables from certain commercial counterparties. These contingent consideration receivables are included in prepaid expenses and other current assets on the consolidated balance sheets as of December 31, 2019. The resulting gain on disposal was not material to the Company. The transaction closed on January 25, 2019.
During the years ended December 31, 2017 and 2018, the Company recognized an impairment loss in general and administrative expenses of $57 million and $197 million, respectively, in the consolidated statement of operations to adjust the fair value of the assets and liabilities, primarily as a result of the passage of time and the reduction in fair value of vehicles held for sale.
The LCR business was included within the Company’s Rides segment. The following table summarizes the carrying values of the assets and liabilities classified as held for sale as of December 31, 2018 (in millions):
 
 
As of December 31, 2018
Assets held for sale
 
 
Cash and cash equivalents
 
$
34

Accounts receivable, net
 
20

Prepaid expenses and other current assets
 
30

Property and equipment, net
 
322

Total assets held for sale
 
406

 
 
 
Liabilities held for sale
 
 
Accounts payable
 
2

Accrued liabilities
 
2

Other current liabilities
 
7

Total liabilities held for sale
 
11

Net assets held for sale
 
$
395


Note 19 - Divestitures
During the year ended December 31, 2018, the Company completed two divestitures. These divestitures consisted of the disposition with a retained interest in the Uber Russia/CIS operations and the sale of the Company's Southeast Asia operations. The gains associated with these divestitures were included in other income (expense), net in the consolidated statement of operations.
MLU B.V. and Uber Russia/CIS Operations
During the first quarter of 2018, the Company contributed the net assets of its Uber Russia/CIS operations into a newly formed private limited liability company, MLU B.V., with Yandex and the Company holding ownership interests in MLU B.V. The Company contributed $345 million of cash, contracts in the region including Rider, Driver, and Eater contracts, and certain employees in the region to MLU B.V. The Company concurrently issued approximately 2 million shares of Uber Technologies, Inc. Class A common stock, with a fair value of $52 million to MLU B.V.’s parent, Yandex. These shares are subject to a put/call feature resulting in Uber Technologies, Inc.’s contingent obligation to buy back these shares at $48 per share. The put/call feature may be exercised at any time by either party from when it became effective in February 2019 through February 2022, at which point, if unexercised, the put/call right expires. In December 2019, Yandex exercised the put feature which caused the Company to repurchase all Yandex owned shares of Uber Technologies, Inc. Class A common stock. The Company then retired the shares.
The Company performed an evaluation to determine if the sale constituted discontinued operations and concluded that the sale did not represent a major strategic shift, primarily because the Uber Russia/CIS operations did not materially affect consolidated assets, revenue or loss from operations of the Company. In addition, the Company determined the sale constituted the sale of a business in accordance with ASC 805.
In exchange for consideration contributed, the Company received a seat on MLU B.V.’s board and a 38% equity ownership interest consisting of common stock in MLU B.V. The investment was determined to be an equity method investment due to the Company’s ability to exercise significant influence over MLU B.V. Refer to Note 4 - Equity Method Investments for further information.
As a result of the loss of control over Uber Russia/CIS resulting from the transaction, the Company derecognized the assets and liabilities of Uber Russia/CIS and recorded a $954 million gain during the year ended December 31, 2018 recognized in other income (expense), net in the consolidated statements of operations.
The following table presents the gain on disposition related to the divestiture of Uber Russia/CIS during the year ended December 31, 2018 (in millions):
 
 
Year Ended December 31, 2018
Fair value of consideration received
 
$
1,410

Cash consideration contributed, net of working capital adjustments
 
(334
)
Share consideration in Class A common stock contributed
 
(52
)
Other
 
(57
)
Net consideration received for sale of Uber Russia/CIS
 
967

Carrying value of net assets transferred
 
(13
)
Gain on disposition
 
$
954


Included in the initial carrying value of the investment in MLU B.V. of $1.4 billion, which represents the fair value of the investment (as consideration received) on the transaction date, was a basis difference of $908 million related to the difference between the cost of the investment and the Company’s proportionate share of the net assets of MLU B.V.
Southeast Asia
On March 25, 2018, two wholly-owned subsidiaries of the Company signed and completed an agreement with Grab pursuant to which Grab hired employees and acquired certain assets of the Company in the region, including Rider, Driver, and Eater contracts in Southeast Asia. The net assets contributed by the Company were not material. The Company determined the sale constituted the sale of business in accordance with ASC 805. The investment was determined to be an investment in a debt security which the Company has classified as available-for-sale, initially recorded at fair value of $2.2 billion. Upon closing, the Company’s Chief Executive Officer joined Grab's board of directors and compensation committee. In exchange, the Company received 401 million shares of Grab Series G preferred stock on the closing date of the transaction and 8 million additional Grab Series G preferred stock during 2018 related to the resolution of certain post-close contingencies, for a total of 409 million shares representing 23.2% of the outstanding share capital of Grab as of December 31, 2018. In addition, based on the agreement, 3 million shares remained subject to the post-close contingency as of December 31, 2018, and the remaining number of shares were immaterial as of December 31, 2019. The shares received have been recorded at fair value as additional sale consideration. As a result of the transaction, the Company recorded a $2.3 billion gain during the year ended December 31, 2018 in other income (expense), net in the consolidated statements of operations.
The Grab Series G preferred stock ("the Grab investment") includes a redemption right, under which the Company, subject to certain conditions, including the absence of a Grab IPO, may put all or a portion of its investment back to Grab any time after the redemption date (defined as June 29, 2023) for cash. The redemption price is equal to the sum of the issue price of $5.54 with any declared but unpaid dividends, and compounded interest of 6% per annum on the issue price. The compounded interest represents contractual interest payable on the Grab investment generally due at the redemption date. The Grab investment meets the definition of a debt security due to the redemption feature of the invested shares that are not in-substance common stock. As a result, the Grab investment is classified as an available-for-sale debt security initially recorded at fair value, with changes in the fair value of the investment recorded in other comprehensive income (loss), net of tax. Refer to Note 3 - Investments and Fair Value Measurement for further information regarding the amortized cost, unrealized holding gains, and fair value of the Company’s available-for-sale debt securities.
There is significant uncertainty over the collectability of the contractual interest payable on the Grab investment on or after the redemption date due to, among other factors, the reasonable possibility of a Grab IPO. For these reasons, the Company has not recognized any interest income as of December 31, 2018 and 2019. If the Company had recorded accrued interest on the Series G preference shares, approximately $102 million and $142 million of additional interest income would have been recognized for the years ended December 31, 2018 and 2019, respectively.
Related Party Transactions with Grab and MLU B.V.
In August 2018, the Company entered into a purchase agreement (“Grab Vehicle Purchase Agreement”) to sell up to 1,900 vehicles to Grab from the pool of assets held for sale by LCR. The sales occurred over a six-month period beginning August 2018. During the year ended December 31, 2018, the Company transferred certain vehicles to Grab in exchange for SGD 31 million of cash consideration and recognized a loss on disposal of SGD 9 million. In January 2019, the Company transferred the remaining vehicles under the Grab Vehicle Purchase Agreement to Grab in exchange for SGD 39 million of cash consideration. The Company and Grab executed a Transition Service Agreement (“TSA”) which requires the Company to provide transaction and integration services to Grab for a period of up to six months subsequent to the closing of the divestiture. In addition, the Company entered into a TSA with MLU B.V. to provide certain transition services subsequent to the closing of the transaction. Transactions related to the TSAs did not have material impacts on the Company’s financial position, results of operations, or liquidity.
Xchange Leasing
In August 2017, the Company began a reassessment of its U.S. based wholly-owned car leasing operations Xchange Leasing resulting in a plan to exit operations. The Company assessed the fair value of the leased vehicle assets held for sale at December 31, 2017, considering the potential sale transactions, expected future cash flows, and the cost to sell the assets. Based on this assessment, the Company recorded
an impairment loss of $166 million for the year ended December 31, 2017 as part of the fair value measurement to reduce the carrying amount of the leased vehicle assets to their estimated fair value less costs to sell. The impairment loss was included in general and administrative expenses in the consolidated statements of operations.
In January 2018, the Company closed on a transaction with a third party to sell the beneficial interest of a trust owned by the Company that holds title of the leased vehicles and leased contracts. The transaction resulted in an immaterial loss on disposal. Purchase consideration included approximately $104 million of cash and receivables, a $5 million note convertible into equity of the purchaser, and $20 million in contingent consideration to be earned based on performance of the leases post-sale. The Company used part of the proceeds to pay down the outstanding $75 million principal balance of the Xchange Leasing 2016 Secured Revolving Credit Facility, which was subsequently terminated in January 2018. The Company sold the remaining Xchange Leasing vehicle assets which were not part of this transaction during 2018. The Xchange Leasing business was included within the Company’s Rides segment.