Uber Technologies, Inc. today announced the pricing of an upsized offering of $1.5 billion aggregate principal amount of 0.875% Convertible Senior Notes due 2028 (the “notes”). Uber also granted the initial purchasers of the notes an option to purchase up to an additional $225.0 million aggregate principal amount of the notes. The offering was upsized from the previously announced offering of $1.2 billion aggregate principal amount of Convertible Senior Notes due 2028. The notes are being offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The sale of the notes is expected to close on or about November 24, 2023, subject to the satisfaction of customary closing conditions.
The notes will be senior unsecured obligations of Uber, will bear interest at a rate of 0.875% per annum. The notes will mature on December 1, 2028, unless earlier converted, redeemed or repurchased. The conversion rate of the notes will initially be 13.7848 shares of Uber’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $72.54 per share of Uber’s common stock). The initial conversion price of the notes represents a premium of approximately 32.5% over the last reported sale price of Uber’s common stock on the New York Stock Exchange on November 20, 2023. The notes will be convertible into cash, up to the aggregate principal amount of the notes to be converted, and cash, shares of Uber’s common stock or a combination of cash and shares of Uber’s common stock, at Uber’s election, in respect of the remainder, if any, of Uber’s conversion obligation in excess of the aggregate principal amount of the notes being converted.
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Uber may redeem for cash all or any portion of the notes, at its option, on or after December 5, 2026 if the last reported sale price of Uber’s common stock has been at least 130% of the conversion price of the notes 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, and including, the trading day immediately preceding on the date on which Uber provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
If Uber undergoes a “fundamental change,” then, subject to certain conditions and limited exceptions, holders of the notes may require Uber to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date of the notes or if Uber delivers a notice of redemption in respect of the notes, Uber will, in certain circumstances, increase the conversion rate of the notes for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption during the related redemption period, as the case may be.
Uber intends to use $122.25 million of the net proceeds from the notes offering to fund the cost of entering into the capped call transactions described below. Uber intends to use the remainder of the net proceeds from the notes offering to repay, redeem or repurchase outstanding indebtedness, including the redemption of the outstanding $1 billion aggregate principal amount of Uber’s 7.500% senior notes due 2025 (the “2025 Notes”), plus accrued and unpaid interest and any call premium thereon. This press release does not constitute a redemption notice for the 2025 Notes. If the initial purchasers of the notes exercise their option to purchase additional notes, Uber expects to enter into additional capped call transactions with the option counterparties and to use the remainder of such net proceeds for general corporate purposes, which may include repayments, redemptions or repurchases of additional outstanding indebtedness.
In connection with the pricing of the notes, Uber entered into privately negotiated capped call transactions relating to the notes with certain of the initial purchasers of the notes or their affiliates (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments, the number of shares of Uber’s common stock initially underlying the notes.
The cap price of the capped call transactions will initially be approximately $95.81, per share, which represents a premium of 75% over the last reported sale price of Uber’s common stock of $54.75 on the New York Stock Exchange on November 20, 2023, and is subject to certain adjustments under the terms of the capped call transactions.
The capped call transactions are expected generally to reduce the potential dilution to Uber’s common stock upon conversion of any notes and/or offset any cash payments Uber is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates may enter into various derivative transactions with respect to Uber’s common stock and/or purchase Uber’s common stock in secondary market transactions concurrently with or shortly after the pricing of the notes, including with or from, as the case may be, certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of Uber’s common stock or the notes at that time.
In addition, the option counterparties or their respective affiliates may modify or unwind their hedge positions by entering into or unwinding various derivative transactions with respect to Uber’s common stock and/or purchasing or selling Uber’s common stock or other securities of Uber in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date for the capped call transactions or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Uber’s common stock or the notes, which could affect a noteholder’s ability to convert the notes, and, to the extent the activity occurs following conversion or during any observation period related to a conversion of notes, it could affect the amount and value of the consideration that a noteholder will receive upon conversion of such notes.
The notes have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
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