SCHEDULE 13D/A: Uber Completes $1.15 Billion Exchangeable Senior Notes Offering Tied to Aurora Innovation Stake

Uber Technologies, Inc. has finalized a private offering of $1.15 billion in 0.0% Exchangeable Senior Notes due 2028, with the notes potentially exchangeable into cash or Class A common stock of Aurora Innovation, Inc.

Summary

• Uber Technologies, Inc. (the "Reporting Person") filed Amendment No. 4 to its Schedule 13D regarding its beneficial ownership in Aurora Innovation, Inc. (the "Issuer").
• As of May 20, 2025, Uber beneficially owns 325,973,411 shares of Aurora Innovation, Inc. Class A common stock.
• This ownership represents 23.0% of Aurora's Class A common stock, calculated based on 1,418,704,343 shares outstanding as of May 1, 2025.
• The primary purpose of this amendment is to report the completion of Uber's private offering of $1.15 billion aggregate principal amount of its 0.0% Exchangeable Senior Notes due 2028 (the "Notes").
• The offering included the full exercise by the initial purchaser of its option to acquire an additional $150.0 million aggregate principal amount of the Notes.
• The Notes will not bear regular interest and will mature on May 15, 2028, unless earlier exchanged, redeemed, or repurchased.
• The Notes are exchangeable into cash, or, subject to certain conditions, shares of Aurora's Class A Common Stock, or a combination of both, at Uber's election.
• The initial exchange rate is 117.6471 shares of Class A Common Stock per $1,000 principal amount of Notes, equivalent to an initial exchange price of approximately $8.50 per share of Class A Common Stock.
• The exchange rate is subject to adjustment under certain events, including following specific corporate events involving Uber or Aurora, or if Uber delivers a redemption notice.
• In connection with the offering, Uber has agreed to a customary lock-up agreement with the Initial Purchaser related to Aurora's Class A Common Stock.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. Uber successfully secured a significant amount of capital at a 0.0% interest rate, demonstrating strong financial health and market access. For Aurora, it clarifies Uber's continued substantial stake and the potential for future share conversions, which could be seen as a long-term commitment or a potential source of future dilution depending on the conversion method.

Positives

• Uber successfully completed a significant private offering of $1.15 billion in exchangeable senior notes, indicating strong access to capital markets.
• The notes carry a 0.0% interest rate, which is favorable for Uber's financing costs.
• The offering provides Uber with financial flexibility, potentially leveraging its stake in Aurora without immediate dilution or sale of shares.

Risks

• The exchange rate for the Notes is subject to adjustment based on certain corporate events involving Uber or Aurora, which could impact the value for noteholders.
• The potential for future conversion of Notes into Aurora Class A Common Stock could lead to dilution for existing Aurora shareholders if Uber elects to settle in shares.

Future Outlook

The Notes will mature on May 15, 2028, unless earlier exchanged, redeemed, or repurchased. The exchange rate is subject to adjustment following certain corporate events involving Uber or Aurora, or if Uber delivers a notice of redemption, potentially increasing the exchange rate for holders.

Management Comments

• The statement was certified by Prashanth Mahendra-Rajah, Chief Financial Officer of Uber Technologies, Inc.

Industry Context

This filing highlights a significant financing activity by Uber, a major player in the ride-sharing and delivery industry, leveraging its strategic investment in Aurora Innovation, a key developer in the autonomous vehicle technology sector. The use of exchangeable notes demonstrates a sophisticated financial strategy to manage its investment portfolio and raise capital without immediate equity dilution, reflecting a trend among large tech companies to monetize or manage stakes in strategic ventures.

Legal Proceedings

• During the last five years, neither the Reporting Person nor any person named in Schedule I has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
• During the past five years, neither the Reporting Person nor any person named in Schedule I has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Stakeholder Impact

• **Shareholders (Uber):** The offering provides Uber with capital without immediate equity dilution, potentially supporting its operations or investments.
• **Shareholders (Aurora):** The potential future conversion of the Notes into Aurora Class A Common Stock could lead to dilution for existing Aurora shareholders if Uber chooses to settle in shares.
• **Noteholders:** They will receive 0.0% interest but have the potential for capital appreciation through exchange into Aurora shares or cash, depending on Aurora's stock performance and Uber's election.

Next Steps

• The Notes will mature on May 15, 2028, unless earlier exchanged, redeemed, or repurchased.
• Uber may elect to settle exchanges in cash, Aurora Class A Common Stock, or a combination.
• The exchange rate may be adjusted in the future based on certain corporate events or redemption notices.

Key Dates

Keywords

Uber Technologies, Aurora Innovation, Exchangeable Senior Notes, SEC Filing, Schedule 13D, Private Offering, Class A Common Stock, Beneficial Ownership, Corporate Finance, Autonomous Driving