Uber Technologies, Inc. (NYSE: UBER) 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.
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.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws. These statements
include, but are not limited to, statements concerning the terms,
timing and completion of the offering of the notes and the
anticipated use of the net proceeds from the offering, including
the potential redemption of the 2025 Notes and the effects of
entering into the capped call transactions. Forward-looking
statements include all statements that are not historical facts. In
some cases, forward-looking statements can be identified by terms
such as “anticipates,” “believes,” “could,” “estimates,” “expects,”
“intends,” “may,” “plans,” “potential,” “will” or similar
expressions and the negatives of those terms. Forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause Uber’s actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. These risks and uncertainties include,
among others, uncertainties and other factors relating to the
intended use of proceeds from the offering and sale of the notes,
market risks, trends and conditions. These and other risks are more
fully described in Uber’s filings with the Securities and Exchange
Commission, including in the section titled “Risk Factors” in its
Quarterly Report on Form 10-Q for the three months ended September
30, 2023. All information provided in this press release is as of
the date of this press release and any forward-looking statements
contained herein are based on assumptions that Uber believes to be
reasonable as of such date. Undue reliance should not be placed on
the forward-looking statements in this press release, which are
based on information available to Uber on the date hereof. Except
as required by law, Uber disclaims any obligation to update these
forward-looking statements as a result of new information, future
events, changes in expectations or otherwise.
About Uber
Uber’s mission is to create opportunity through movement. We
started in 2010 to solve a simple problem: how do you get access to
a ride at the touch of a button? More than 44 billion trips later,
we're building products to get people closer to where they want to
be. By changing how people, food, and things move through cities,
Uber is a platform that opens up the world to new
possibilities.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231120238126/en/
Investor Contact: investor@uber.com
Media Contact: press@uber.com
Uber Technologies (NYSE:UBER)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Uber Technologies (NYSE:UBER)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024