DoorDash, Inc. has entered into a definitive agreement to acquire Instacart, the operator of the grocery delivery platform, in a transaction valued at approximately $10.2 billion. Under the terms of the Agreement and Plan of Merger, DoorDash will merge with Instacart, with Instacart continuing as a wholly owned subsidiary of DoorDash.
Instacart stockholders will have the option to receive one of three consideration packages for each share of Instacart common stock they hold:
- $65.00 in cash
- 0.3372 shares of DoorDash Class A common stock
- A combination of $48.75 in cash and 0.0843 shares of DoorDash Class A common stock
The total number of DoorDash shares issued in the transaction cannot exceed 25% of the aggregate consideration. If the demand for stock exceeds this cap, the stock portion will be prorated among eligible stockholders. DoorDash has the right to substitute DoorDash Class C common stock for the Class A shares issued as consideration, subject to specific listing and dividend requirements.
The transaction is subject to customary closing conditions, including approval by Instacart’s stockholders, the expiration of the Hart-Scott-Rodino waiting period, and regulatory clearances in Canada and Israel. Instacart’s board of directors has unanimously approved the agreement. Approximately 19% of Instacart’s outstanding shares have agreed to vote in favor of the deal.
DoorDash has secured a financing commitment from JPMorgan Chase Bank, N.A. for a 364-day senior unsecured bridge loan facility to support the cash portion of the transaction. The transaction is not subject to a financing condition, and DoorDash intends to maintain an investment-grade capital structure.
Following the closing, DoorDash plans to retain the Instacart brand, enterprise technology products, and app. The companies expect the deal to close in the end of 2027 or the first half of 2028.
