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.
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.
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.