Uber Announces $1 Billion Exchangeable Senior Notes Pricing
Uber Technologies, Inc. (NYSE: UBER), a global leader in ride-hailing, food delivery, and mobility solutions, announced today that it has successfully priced its private offering of $1.0 billion in principal amount of 0.0% Exchangeable Senior Notes due 2028 (the “Notes”). This private placement is being made exclusively to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the offering, Uber has also granted the initial purchaser a 13-day option to purchase up to an additional $150 million principal amount of the Notes. Should the underwriters fully exercise this option, the total gross proceeds of the offering could rise to $1.15 billion. The closing of the transaction is expected to occur on or around May 20, 2025, subject to customary closing conditions.
Key Terms of the Notes
The Notes will be issued with a 0.0% coupon, meaning they will bear no periodic interest payments. Furthermore, the principal amount of the Notes will not accrete over time, nor will it accumulate additional value through interest. The maturity date for the Notes is set for May 15, 2028, unless they are earlier exchanged, redeemed, or repurchased in accordance with their terms.
What makes this offering distinctive is the exchange feature embedded within the Notes. Holders will have the right to exchange their Notes for cash, shares of reference property, or a combination of both, at Uber’s discretion, subject to certain share delivery conditions. Currently, the designated “reference property” tied to the Notes consists of shares of Class A common stock of Aurora Innovation, Inc., a company known for its work in autonomous vehicle technology. Each unit of reference property will initially comprise one share of Aurora’s Class A common stock.
The exchange rate is initially set at 117.6471 units of reference property per $1,000 principal amount of Notes, equating to an initial exchange price of approximately $8.50 per share of Aurora common stock. However, this exchange rate is subject to standard anti-dilution adjustments and may change in response to specific corporate events such as stock splits, mergers, or dividends.
Moreover, in the event of certain corporate actions before the maturity date—or if Uber issues a notice of redemption—holders who opt to exchange their Notes during the specified period may be entitled to an increased exchange rate. This provision is intended to provide investors with additional protection and incentive in scenarios where the underlying reference asset might be affected by strategic or structural changes.
Secured Structure and Guarantee
To enhance the attractiveness and security of the Notes, Uber has structured them as senior obligations. They will be secured by first-priority liens on certain pledged assets—specifically, the reference property (i.e., Aurora shares) held by Neben Holdings, LLC, a wholly owned indirect subsidiary of Uber. This arrangement ensures that in the event of default or insolvency, holders of the Notes would have a direct claim on these pledged shares.
Neben Holdings will also provide a limited recourse guarantee for the Notes. This guarantee is limited in scope and extends only to the value of the pledged reference property. It does not expose Neben or Uber to broader financial liabilities beyond the pledged shares.
Redemption and Repurchase Provisions
Under the terms of the indenture, Uber will not be able to redeem the Notes before May 21, 2027. Starting from that date, Uber may choose to redeem all or part of the outstanding Notes, but only if specific conditions are met. Notably, the trading price of the reference property (i.e., Aurora stock) must be at least 130% of the then-applicable exchange price for at least 20 trading days within any consecutive 30 trading day period leading up to the redemption notice.
If this condition is satisfied, Uber may redeem the Notes at a price equal to 100% of the principal amount, plus any accrued and unpaid special interest. Importantly, if only a portion of the Notes is redeemed, at least $100 million in aggregate principal must remain outstanding following the partial redemption, ensuring that the market continues to have some tradable float.
Additionally, the Notes feature provisions that allow holders to require Uber to repurchase their Notes at 100% of principal (plus any accrued special interest) in certain circumstances, including:
- A fundamental change at Uber (e.g., merger, delisting, or change in control),
- A fundamental change at Aurora Innovation,
- A “share ownership event” affecting Uber’s stake in Aurora.
These repurchase rights offer downside protection to investors if material corporate shifts affect the value of the underlying exchange property.
Use of Proceeds
Uber anticipates that the net proceeds from this offering will total approximately $978.9 million, or up to $1.13 billion if the full over-allotment option is exercised. After deducting discounts to the initial purchaser and other transaction-related expenses, the company plans to use these funds for general corporate purposes. This may include strategic investments, debt repayment, working capital, or potential acquisitions. However, Uber has not earmarked the proceeds for any specific use at this time.
The financing strengthens Uber’s already solid balance sheet and provides the company with additional flexibility to navigate strategic opportunities, particularly as the broader mobility and autonomous vehicle sectors continue to evolve.
Securities Law Compliance
As this is a private placement, the Notes and the associated limited guarantee have not been registered under the Securities Act or under any applicable state securities laws. Accordingly, they may not be offered, sold, or transferred within the United States without proper registration or an applicable exemption.
This offering is being made only to qualified institutional buyers as defined under Rule 144A, and any subsequent resale of the Notes will be subject to restrictions outlined in the governing documents and securities laws.
Legal Disclaimer
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. Furthermore, no sales of these Notes will be made in any jurisdiction where such transactions would be unlawful without prior registration or qualification under local securities laws.
About Uber Technologies, Inc.
Uber Technologies, Inc. is a global technology platform revolutionizing the way people move and earn. Through its core ride-sharing business, Uber connects drivers with riders in over 70 countries. In addition, the company operates Uber Eats, a food delivery platform, and Uber Freight, which connects shippers and carriers. Uber continues to invest in autonomous vehicle technologies and urban air mobility, while deepening its commitment to sustainability, safety, and global transportation innovation.