Aurora Announces Closing of $820 Million Upsized Public Offering and Private Placement of Class A Common Stock
24 Juillet 2023 - 3:00PM
Business Wire
Aurora Innovation, Inc. (Nasdaq: AUR) today announced the
closing of its previously announced underwritten public offering
and concurrent private placement, with participation from certain
existing institutional and strategic investors, entities affiliated
with two of Aurora’s directors, and new institutional investors,
for total gross proceeds of approximately $820 million.
In the public offering, Aurora sold 73,333,333 shares of its
Class A common stock at $3.00 per share. In addition, Aurora has
granted the underwriters a 30-day option to purchase up to an
additional 10,999,999 shares of its Class A common stock at the
public offering price, less the underwriting discounts and
commissions. The gross proceeds to Aurora from the public offering,
before deducting the underwriting discounts and commissions and
estimated offering expenses, were approximately $220 million,
assuming no exercise of the underwriters’ option to purchase
additional shares.
Concurrent with the public offering, Aurora sold 222,222,216
shares of its Class A common stock in a private placement exempt
from the registration requirements of the Securities Act of 1933,
as amended (the “Securities Act”), at a sale price equal to $2.70
per share. The gross proceeds to Aurora from the private placement
were approximately $600 million.
Goldman Sachs & Co. LLC and Allen & Company LLC acted as
joint book-running managers, Evercore ISI acted as book-runner and
Canaccord Genuity, TD Cowen and Nomura acted as co-managers for the
underwritten public offering. Allen & Company LLC and Goldman
Sachs & Co. LLC acted as placement agents for the concurrent
private placement.
The Class A common stock in the public offering was offered by
Aurora pursuant to a Registration Statement on Form S-3 which was
previously filed and declared effective by the U.S. Securities and
Exchange Commission (the “SEC”). A final prospectus supplement and
accompanying prospectus relating to and describing the terms of the
underwritten public offering were filed with the SEC. These
documents can be accessed for free through the SEC’s website at
www.sec.gov. Copies of the final prospectus supplement and the
accompanying prospectus relating to the underwritten public
offering may also be obtained from: Goldman Sachs & Co. LLC,
Attention: Prospectus Department, 200 West Street, New York, New
York 10282-2198; or Allen & Company LLC, Attention: Prospectus
Department, 711 Fifth Avenue New York, New York 10022.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor will there be any sale of
these shares of Class A common stock in any state or other
jurisdiction in which such offer, solicitation, or sale would be
unlawful before registration or qualification under the securities
laws of any such state or jurisdiction.
The Class A common stock sold in the concurrent private
placement has not been registered under the Securities Act, or any
state or other applicable jurisdiction’s securities laws and may
not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the
Securities Act and applicable state or other jurisdictions’
securities laws. In connection with the concurrent private
placement, Aurora and the investors entered into a registration
rights agreement pursuant to which Aurora has filed a registration
statement (the “Resale Registration Statement”) with the SEC
registering the resale of the shares sold in the concurrent private
placement. The Resale Registration Statement includes a preliminary
prospectus with respect to the resale of the shares sold in the
concurrent private placement and is not yet effective. Any offering
of the shares sold in the concurrent private placement under the
Resale Registration Statement will only be made by means of a
prospectus.
About Aurora
Aurora (Nasdaq: AUR) is delivering the benefits of self-driving
technology safely, quickly, and broadly to make transportation
safer, increasingly accessible, and more reliable and efficient
than ever before. The Aurora Driver is a self-driving system
designed to operate multiple vehicle types, from freight-hauling
trucks to ride-hailing passenger vehicles, and underpins Aurora
Horizon and Aurora Connect, its driver-as-a-service products for
trucking and ride-hailing.
Forward-Looking Statements
This press release contains forward-looking statements as that
term is defined in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements are neither promises nor guarantees and
are subject to a variety of risks and uncertainties, including but
not limited to: its expectations with respect to the underwriters
30-day option to purchase additional shares of Class A common
stock; and other risks. Information regarding the foregoing and
additional risks are described in the Risk Factor sections of the
prospectus supplement for the underwritten public offering that was
filed with the SEC, dated July 18, 2023, and the documents
incorporated by reference therein, including without limitation
those risks and uncertainties identified in the “Risk Factors”
section of Aurora’s Registration Statement on Form S-3 declared
effective by the SEC on April 11, 2023, the accompanying
prospectus, Aurora’s Annual Report on Form 10-K filed with the SEC
on February 21, 2023, Aurora’s Quarterly Report on Form 10-Q filed
with the SEC on May 4, 2023 and other filings that Aurora makes
with the SEC from time to time. All forward-looking statements
reflect Aurora’s beliefs and assumptions only as of the date of
this press release. Aurora undertakes no obligation to update
forward-looking statements to reflect future events or
circumstances.
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version on businesswire.com: https://www.businesswire.com/news/home/20230724750306/en/
Investor Relations: Stacy Feit ir@aurora.tech (323)
610-0847
Media: Jesse Caputo press@aurora.tech (516) 815-2836
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