Uber Announces Pricing of $1.0 Billion Exchangeable Senior Notes Offering

Uber Technologies, Inc. (NYSE: UBER) today announced the pricing of $1.0 billion principal amount of 0.0% Exchangeable Senior Notes due 2028 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Uber also granted the initial purchaser of the notes an option to purchase up to an additional $150 million principal amount of the 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 the principal amount of the notes will not accrete. The notes will mature on May 15, 2028, unless earlier exchanged, redeemed or repurchased.

The notes will be exchangeable into cash, or, subject to the satisfaction of certain share delivery conditions, units of reference property, or a combination of cash and units of reference property, at Uber’s election. Initially, each unit of reference property will be comprised of one share of Class A common stock, par value $0.00001 per share, of Aurora Innovation, Inc. (“Aurora common stock”). The exchange rate will initially be 117.6471 units of reference property per $1,000 principal amount of notes (equivalent to an initial exchange price of approximately $8.50 per share of Aurora common stock). The exchange rate will be subject to adjustment in some events. In addition, following certain corporate events that occur prior to the maturity date or if Uber delivers a notice of redemption, Uber will, in certain circumstances, increase the exchange rate for a holder who elects to exchange its notes in connection with such a corporate event or exchange its notes called (or deemed called) for redemption during the related redemption period, as the case may be.

The notes will be Uber’s senior obligations and will be secured by first-priority liens on certain pledged reference property held by Uber’s indirect wholly owned subsidiary, Neben Holdings, LLC (“Neben”) (which pledged reference property will initially consist of the maximum number of shares of Aurora common stock deliverable upon exchange of the notes). The notes will be guaranteed by Neben on a limited recourse basis to the extent of the pledged reference property.

Uber may not redeem the notes prior to May 21, 2027. Uber may redeem for cash all or any portion of the notes, at its option, on or after May 21, 2027 if the value of a unit of reference property has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Uber provides the notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the notes. If Uber redeems less than all of the outstanding notes, at least $100.0 million aggregate principal amount of notes must be outstanding and not subject to redemption as of, and after giving effect to, delivery of the relevant redemption notice.