SCHEDULE 13D/A: Uber Files Amendment to Schedule 13D, Announces $1 Billion Exchangeable Notes Offering Tied to Aurora Stake

Uber Technologies, Inc. has filed an amendment to its Schedule 13D, detailing a new $1.0 billion exchangeable senior notes offering and an update on its significant beneficial ownership in Aurora Innovation, Inc.

Summary

• Uber Technologies, Inc. filed Amendment No. 3 to its Schedule 13D concerning its beneficial ownership in Aurora Innovation, Inc.
• Uber beneficially owns 325,973,411 shares of Aurora Class A Common Stock, representing approximately 23.0% of the outstanding shares as of May 1, 2025.
• On May 13, 2025, Uber entered into a Purchase Agreement to issue $1.0 billion principal amount of 0.0% Exchangeable Senior Notes due 2028 in a private placement.
• The Initial Purchaser has an option to acquire an additional $150 million principal amount of these Notes.
• The sale of the Notes is expected to close on May 20, 2025, subject to customary closing conditions.
• 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, shares of Aurora Class A Common Stock, or a combination, 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.
• Dara Khosrowshahi, Uber's Chief Executive Officer, resigned from Aurora's board of directors effective December 31, 2024.

Sentiment

Score: 7

Explanation: The filing indicates a successful capital raise for Uber on highly favorable terms (0.0% interest notes), which is a strong positive for Uber's financial position. For Aurora, it highlights Uber's continued significant stake and the potential for future share delivery (dilution), alongside the departure of a key board member, which introduces some uncertainty.

Positives

• Uber is raising a significant amount of capital, $1.0 billion, with an option for an additional $150 million, through the issuance of Exchangeable Senior Notes.
• The Notes bear 0.0% interest, indicating highly favorable financing terms for Uber, reducing its cost of capital.
• The exchangeable nature of the Notes provides Uber with flexibility to settle in cash, Aurora Class A Common Stock, or a combination, allowing strategic management of its investment.

Negatives

• The potential exchange of Notes into Aurora Class A Common Stock could lead to dilution for existing Aurora shareholders.
• The resignation of Dara Khosrowshahi, Uber's CEO, from Aurora's board of directors may be perceived as a loss of a key strategic voice for Aurora.

Risks

• Potential dilution for Aurora Innovation, Inc. shareholders if Uber elects to exchange the Notes into Class A Common Stock.
• The closing of the Notes sale is subject to customary closing conditions, which could theoretically delay or prevent the transaction.
• Market fluctuations in Aurora's Class A Common Stock could impact the value of the Notes and the eventual exchange outcome.

Future Outlook

The document outlines Uber's strategic financing through the issuance of exchangeable senior notes, which mature in May 2028. This indicates Uber's long-term financial planning and its continued management of its significant investment in Aurora Innovation, Inc., with the potential for future share delivery or cash settlement related to the notes.

Management Comments

• The filing was signed by Prashanth Mahendra-Rajah, Chief Financial Officer of Uber Technologies, Inc., certifying the information as true, complete, and correct to the best of his knowledge and belief.

Industry Context

This filing primarily reflects Uber's capital management strategy and its ongoing relationship with Aurora Innovation, a key player in the autonomous vehicle technology sector. While the notes offering is a financing move by Uber, it underscores the strategic importance of its investment in Aurora within the broader transportation and technology industries. The 0.0% interest rate on the notes suggests strong market confidence in Uber's creditworthiness and future prospects.

Comparison to Industry Standards

• The issuance of 0.0% exchangeable senior notes is a common financing strategy for large, established technology companies, often used to raise capital at a low cost while providing potential upside for investors through equity conversion. This is comparable to similar financing activities seen from other tech giants seeking flexible capital solutions.
• The beneficial ownership stake of 23.0% in Aurora Innovation, Inc. positions Uber as a significant strategic investor, similar to how other large corporations maintain substantial, non-controlling interests in key technology partners or ventures (e.g., Google's investments in various AI or biotech firms, or Amazon's stakes in logistics partners).

Management Changes

Stakeholder Impact

• Shareholders (Uber): Likely positive due to successful capital raise on favorable terms, strengthening Uber's balance sheet.
• Shareholders (Aurora): Potential for future dilution if the exchangeable notes are converted into Aurora Class A Common Stock. The resignation of Uber's CEO from Aurora's board may be viewed as a reduction in direct strategic oversight from a major investor.
• Creditors (Uber): Introduction of new debt instrument (exchangeable senior notes) into Uber's capital structure.

Next Steps

• The expected closing of the sale of the Exchangeable Senior Notes on May 20, 2025.
• Potential future exchange of the Notes into cash, Aurora Class A Common Stock, or a combination, by the maturity date of May 15, 2028.

Key Dates

Keywords

Uber Technologies, Aurora Innovation, SEC filing, Schedule 13D, beneficial ownership, exchangeable senior notes, private placement, Class A common stock, corporate governance, capital raise, Dara Khosrowshahi