Uber Announces Proposed Private Placement Of $1B Of Exchangeable Senior Senior Notes Due 2028

Exchangeable for Class A Common Stock of Aurora Innovation, Inc.

Uber Technologies, Inc. (NYSE:UBER) today announced that it intends to offer, subject to market conditions and other factors, $1.0 billion principal amount of 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 intends to grant the initial purchaser of the notes an option to purchase up to an additional $150 million principal amount of the notes.

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 interest rate, initial exchange rate, repurchase rights, redemption rights and other terms of the notes will be determined at the time of pricing of the offering.

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.