Many Silicon Valley observers have called Uber the industry's most important "unicorn," but it turns out Uber considers itself one too. Court documents show that Uber used the code name "Unicorn" when acquiring the self-driving truck firm Otto last year. The same documents also shine a rare light on Uber's dense web of subsidiaries that stretch from its hometown of San Francisco to Bermuda and the Netherlands.
Alphabet's self-driving car company Waymo (formerly of Google) has accused Uber of using high-tech trade secrets allegedly stolen by Otto founder Anthony Levandowski when he left Google early in 2016. But, according to filings in the court case, which is due to go to trial in October, it was not Uber itself that purchased Otto. One document says that Unicorn would "directly or indirectly acquire 100 percent ownership" of Otto. Another notes that a company called Apparate International CV would be the purchaser. In either case, Uber itself would ultimately end up controlling Otto.A draft term sheet entered as evidence in the Uber/Waymo court case shows that Uber created a codename "Unicorn" to acquire Otto.
This discovery piqued my curiosity, and I started looking into other subsidiaries incorporated by Uber. While the company's corporate structure probably isn't of concern to most of its customers, it's at the very least some fun Uber Kremlinology to look at the names the company has chosen for its subsidiaries.
In my search, I found dozens of US-based businesses that share addresses and corporate officers with Uber's headquarters in San Francisco. Karen Walker, former Global Controller at Uber, is named as a managing member of many of these subsidiaries including, since September 2016, Ottomotto LLC, Otto's legal name. Uber founder and former CEO Travis Kalanick is also listed on many of the documents. Most of the companies have Germanic names like Uber itself.
Unicorn, like the mythical creature it is named after, exists only on paper
Having a stable of subsidiaries isn't uncommon among large companies, and it's especially common in the taxi business, according to experts I spoke to.
"Uber has so many subsidiaries so that they can meet local market ordinances regarding the location of a transportation firm's business office. It is common practice in the taxi and limousine business," Evan Rawley, Associate Professor of Management at Columbia Business School, told me.
Even so, it's fun to take a look at the names Uber has chosen for its subsidiaries. Here are some of the companies I found:
- Grun (meaning "green" in German)
- Trank (drank)
- Voraus (ahead)
- Hinter (behind)
- Ohne (without)
- Drinnen (indoors)
- Gegen (against)
- Unterspringen (jump)
- Danach (after that)
- Zwischen (in between)
- Schaben (scrape)
- Anderes (other)
Many of these companies exist with similar names in multiple US states, and even within states. In Pennsylvania, for example, two companies called Rasier LLC and Rasier-PA LLC deal with Uber's drivers and regulators, respectively. In New York City alone, Uber operates through at least 29 different subsidiaries. The company has resorted to naming them after numbers: It is currently up to Einundzwanzig LLC (21) and counting.
An Uber spokesperson told me that it is both a global and a "hyper-local" business, dealing with myriad regulations in over 600 cities around the world, and notes that many multinational companies have dozens of subsidiaries, or more.A document filed by Uber with the state of Delaware.
In an attempt to show why Uber might need so many subsidiaries, I thought the curious cases of the codename "Unicorn" (what Silicon Valley investors call startups that reach valuations of $1 billion) and the company "Apparate International CV" might be illustrative. In these cases, Uber created additional businesses to help it acquire Otto; as experts mentioned, taxi companies create new entities for lots of reasons.
Unicorn first pops up in a document filed by Uber in the Waymo case. It is a draft contract, called a term sheet, for the proposed acquisition of Ottomotto LLC, Otto's legal name. The acquisition, which was codenamed Project Zing, would have three parties to it: Ottomotto, Uber and Unicorn.
According to the contract, Unicorn would pay for the due diligence required for the purchase—a standard review in which lawyers check for outstanding ownership disputes, patent holdings, or other possible legal issues—and Unicorn would pay a "cash consideration" for all of Otto's shares.
This, too, isn't unusual, though it's an interesting window into how deals like this are structured.
"It's also customary to incorporate a subsidiary for the sole purpose of doing an acquisition," Ed Batts, a partner at the large Silicon Valley law firm Orrick, told me on a phone call. "Eventually, you would end up with Uber on the top, the subsidiary below that as an intermediate holding company, and then Otto below that."
Unicorn is not named as a party to Waymo's lawsuit, and there is no mention of the company on Uber's website. In fact, Unicorn, like the mythical creature it is named after, exists only on paper. Using a placeholder name is fairly common in corporate transactions, either for confidentiality or just as an abbreviation of a company's legal name.Footnotes in a court document explain the codenames and subsidiaries Uber used to buy Otto.
A court document filed by Uber reveals that Unicorn is a codename for Uber Technologies, Inc, the main corporate entity of the ride-sharing firm. Uber confirmed this to Motherboard.
There was one other mystery that came up in this document—a company called "Apparate International CV," a company that would check Otto's business practices and fund its operations before eventually merging with it.
I began looking for more information about Apparate International CV, and found that the company is a Dutch partnership registered in Bermuda. Later in 2016, Apparate International CV was assigned patents from Otto and from a company, Uber International CV, that Fortune identified in 2015 as key to the multinational's global tax strategy. Bermuda is a classic tax haven, where companies pay no income tax and can keep secret many details about themselves.
According to business records I purchased from the Dutch government, Apparate International CV's managers overlap with many key members of Uber's autonomous vehicle effort, including several top engineers in its Advanced Technologies Group (ATG): the ATG's Head of Strategy Justin Ho, and Jeff Holden, Uber's Chief Product Officer. Lior Ron, one of Otto's co-founders and another ex-Googler named several times in the Waymo lawsuit, joined Apparate's management committee in December 2016. Uber said that Ron has since left that position.
The Dutch records show that Apparate International CV is controlled, in turn, by Neben LLC (meaning next), an American firm incorporated in Delaware. Another Delaware company, Zing Merger Sub I LLC, was involved in Otto's acquisition. Delaware makes it cheap and easy to form companies—and does not require the names of its officers or directors to be disclosed on formation documents. Uber confirmed that the Zing companies were used as holding companies for the Otto acquisition, and no longer exist.
The remaining mysteries behind Otto's intercontinental journey could be explained soon, as lawyers are about to depose senior Alphabet and Uber executives, including Google founder Larry Page and ex-Uber CEO Kalanick. Prominent on the deposition list is Brian McClendon, who was in charge of mapping at Uber and a managing member of Apparate International CV until he left the companies in March. Uber's Unicorn may yet get its day in court.
Correction: An earlier version of this article included the word "abatar," which is an Uber subsidiary, in a list of German words. It isn't a German word and has been moved from the list.
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Source : https://motherboard.vice.com/en_us/article/9kwjz5/unicorn-trank-and-raiser-the-names-uber-uses-to-do-business