Uber Announces Proposed $1.2 Billion Convertible Senior Notes Offering
20 Novembro 2023 - 9:00AM
Business Wire
Uber Technologies, Inc. (NYSE: UBER) today announced that it
proposes to offer $1.2 billion aggregate principal amount of
Convertible Senior Notes due 2028 (the “notes”), subject to market
conditions and other factors. 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”). Uber also intends to grant the initial
purchasers of the notes an option to purchase, within a 13-day
period beginning on, and including, the date on which the notes are
first issued, up to an additional $180.0 million aggregate
principal amount of the notes.
Uber intends to use a portion 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 expects to
enter into privately negotiated capped call transactions relating
to the notes with one or more of the initial purchasers of the
notes or their respective affiliates and/or other financial
institutions (the “option counterparties”). The capped call
transactions will cover, subject to anti-dilution adjustments, the
number of shares of Uber’s common stock that will initially
underlie the notes.
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. Any offers
of the notes will be made only by means of a private offering
memorandum.
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 anticipated
terms of, and 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231119578267/en/
Investor Contact: investor@uber.com
Media Contact: press@uber.com
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