Aurora Innovation, Inc. entered into an agreement to acquire Reinvent Technology Partners Y (NasdaqCM:RTPY) from Reinvent Sponsor Y LLC and others in a reverse merger transaction for $10.8 billion on July 14, 2021. As a result of the Merger, among other things, all outstanding shares of Aurora capital stock will be cancelled in exchange for the right to receive shares of Aurora Innovation Class A common stock (at a deemed value of $10 per share) and shares of Aurora Innovation Class B common stock (at a deemed value of $10 per share) representing a pre-transaction equity value of Aurora of $11 billion. Investors and Aurora partners have committed $1 billion in a PIPE. Existing Aurora stockholders are expected to own approximately 84 percent of the pro forma combined company following the close of the proposed transaction. Upon closing of the proposed transaction, the combined company will be named Aurora Innovation, Inc. and be publicly traded, with its common stock expected to be listed on Nasdaq with the ticker symbol AUR. Following the closing of the proposed transaction, Aurora expects that Reid Hoffman will remain a member of its board of directors.

The Merger Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) approval of the Business Combination and related agreements and transactions by the shareholders of RTPY and equityholders of Aurora, (ii) effectiveness of the proxy statement / registration statement on Form S-4 to be filed by RTPY in connection with the Business Combination, (iii) expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, (iv) receipt of approval for listing on Nasdaq the shares of Aurora Innovation Class A common stock to be issued in connection with the Merger, (v) that RTPY have at least $5,000,001 of net tangible assets upon Closing and receipt of certain regulatory approvals. The Business Combination has been unanimously approved by the transaction Committee (of the Board of Directors of Reinvent Technology Partners Y and Aurora. RTPY Board unanimously recommends that the shareholders vote “FOR” the transaction. The Extraordinary General Meeting of Shareholders to vote on the approval of RTPY's business combination with Aurora will be held on November 2, 2021. The proposed transaction is expected to close in the second half of 2021. As of October 20, 2021, the transaction is expected to close in early November 2021. As of October 26, 2021, the transaction is expected to close on November 3, 2021. As of November 1, 2021, Reinvent Technology Partners Y (RTPY) expects to complete its business combination, subject to shareholder approval, on November 3, 2021. The gross proceeds being raised in this transaction plus cash on the balance sheet as of November 1, 2021, equals approximately $1.8 billion. As of November 2, 2021, Reinvent Technology Partners Y announced that at its Extraordinary General Meeting of Shareholders held today, RTPY shareholders voted to approve and adopt the previously announced business combination agreement with self-driving company Aurora.

Howard L. Ellin, Christopher M. Barlow, Gregg Noel, Robert Goldstein, Victor Hollender, Shana Elberg, Heather Cruz, David Jain, Joseph Yaffe, Karen Corman, Stuart D Levi, Audrey Sokoloff and Brooks Allen of Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisors to Reinvent Technology Partners. Damien Weiss, Ethan Lutske, Megan J. Baier, Mark Bass, Jennifer Gu, Todd Cleary, Ryan J. Greecher, Adrian S. Broderick, Ignacio E. Salceda, Sriram Krishnamurthy, David Strong, Christopher A. Paniewski, Barath R. Chari, Rodrigo N. Valle, James P. McCann, David F. Perry, Martin R. Sul, Scott A. Sher, J. Todd Hahn, Matt Staples, Rebecca L. Stuart, John L. Slafsky, Ali R. Alemozafar, Stephen R. Heifetz, Anne E. Seymour and Tarek J. Helou of Wilson Sonsini Goodrich & Rosati, P.C. served as legal advisors of Aurora Innovation, Inc. Allen & Company LLC is serving as financial advisor to Aurora. Houlihan Lokey Capital, Inc. is serving as financial advisor and fairness opinion provider to the Reinvent transaction committee. Houlihan Lokey became entitled to an aggregate fee of $2,500,000 for its services, of which $125,000 became payable upon its engagement, $500,000 became payable upon the delivery of its opinion and the remainder is contingent upon the consummation of the Merger. Catherine M. Clarkin and Stephen M. Kotran of Sullivan & Cromwell LLP represents Goldman Sachs & Co. LLC is acting as exclusive financial advisor to Reinvent and as the sole placement agent on the PIPE transaction. Morrow Sodali LLC acted as proxy solicitor to Reinvent Technology Partners Y. RTPY has agreed to pay Morrow a fee of $47,500, plus disbursements. Aaron Dixon of Alston Bird LLP acted as counsel to Houlihan Lokey.