8-KOther EventsExhibits & Filings

Uber Technologies, Inc 8-K Report, Corporate Update (May 20, 2025)

Filed May 20, 2025For Securities:UBER

Summary

Uber Technologies, Inc. has successfully completed a private offering of $1.15 billion in aggregate principal amount of 0.0% Exchangeable Senior Notes due 2028. These notes were issued to qualified institutional buyers and were sold in reliance on Rule 144A exemptions, indicating a strategic move to raise capital without immediate dilution to common shareholders. The net proceeds of approximately $1.1259 billion are earmarked for general corporate purposes, which may include strategic investments, though specific uses are not yet defined. The key feature of these notes is their exchangeability into cash or, subject to certain conditions, units of Aurora Innovation, Inc. common stock. The initial exchange rate is set at approximately $8.50 per share of Aurora common stock, with adjustments possible due to corporate events. The notes are senior obligations secured by a first-priority lien on pledged Aurora shares held by a subsidiary guarantor. This offering provides Uber with significant liquidity while offering investors a debt instrument with equity-linked upside potential.

Key Highlights

  • 1Uber closed a $1.15 billion offering of 0.0% Exchangeable Senior Notes due 2028.
  • 2Net proceeds of approximately $1.1259 billion will be used for general corporate purposes, potentially including strategic investments.
  • 3The Notes are exchangeable into cash or shares of Aurora Innovation, Inc. common stock (initially at an effective price of $8.50 per share of Aurora stock).
  • 4The Notes are senior obligations secured by a first-priority lien on pledged Aurora shares.
  • 5The offering was conducted privately and sold to qualified institutional buyers under Rule 144A, avoiding immediate public registration.
  • 6The company cannot redeem the Notes before May 21, 2027.
  • 7Holders have the right to require repurchase upon certain 'Uber fundamental changes', 'Aurora fundamental changes', or 'share ownership events'.

Frequently Asked Questions

The primary purpose is to raise capital for general corporate purposes. While not yet designated, these purposes may include strategic investments, providing Uber with financial flexibility for future growth opportunities.

The notes are exchangeable into cash, or, under certain conditions, into units of Aurora Innovation, Inc. common stock. Initially, each $1,000 principal amount of notes can be exchanged for approximately 117.6471 units of reference property, which is equivalent to an initial exchange price of about $8.50 per share of Aurora common stock. The exchange rate is subject to adjustments.

The notes are senior obligations of Uber and are secured by a first-priority lien on pledged shares of Aurora Innovation, Inc. common stock held by Uber's subsidiary, Neben Holdings, LLC. This collateral provides security to the noteholders.

This offering was conducted privately to qualified institutional buyers, and the notes are exchangeable into Aurora stock, not Uber's own stock. Therefore, there is no immediate dilution to Uber's common shareholders. However, if the notes are exchanged for Aurora stock, it could affect Uber's investment in Aurora.