TechCrunch
TechCrunch
Founded in 2016 and backed by investors including Y Combinator, UpCodes offers two main products, a database of state building codes that is available on a freemium basis, and UpCodes AI, which scans 3D building models for potential code violations. UpCodes’ building code database is at the center of the lawsuit, because it contains material the ICC claims copyright on. UpCodes says its software simplifies the complex and often expensive process of code compliance, one of the most important parts of the building process. But the ICC, the nonprofit organization that develops the model code used or adopted for building regulations by all 50 states, claims UpCodes impacts its ability to make revenue and continue authoring new code.
In May, UpCodes won a major decision in the case when United States District Judge Victor Marrero ruled that its posting of building codes was covered by public domain and fair use (a copy of Marrero’s ruling is embedded below).
The lawsuit will proceed because both parties’ motions for dismissal were not granted, but Scott Reynolds, who founded UpCodes with his brother Garrett, called the ruling “a huge advance for us in terms of what we’re doing and making sure UpCodes continues in the future.”
Nine days after Judge Marrero’s ruling on May 27, however, the ICC filed another lawsuit against UpCodes and the Reynolds brothers. This time, the ICC is suing UpCodes for false advertising and unfair competition, claiming that the startup’s copies of building codes are “incomplete and riddled with errors.” UpCodes maintains that the second lawsuit is an attempt to find another way to shut down its business.
The ruling’s wider implications
Marrero’s decision in the first lawsuit is noteworthy because it is one of the first to cite the Supreme Court’s ruling earlier this year in Georgia v. Public.Resource.org, which stemmed from another case involving copyright and the law.
In 2015, the State of Georgia’s Code Revision Committee sued Public.Resource.org, a non-profit that shares public domain materials, to stop it from publishing the Official Code of Georgia Annotated (OCGA), a compilation of all laws in the state. The Code Revision Committee argued that annotations made to the OCGA placed it under state copyright, but the Supreme Court ultimately ruled in April that Georgia does not have copyright over the annotated legal code.
The Supreme Court ruling was watched closely by building professionals and open access advocates. As Architect’s Newspaper wrote in an article published last month, “the Georgia precedent helps clarify the border between private property and the public domain, with implications for architects using or considering such products as well as advocates of nonmonetized availability of code information.”
In an email to TechCrunch, lawyer Joseph Gratz, who represents UpCodes and the Reynolds brothers, said the UpCodes lawsuit’s relevancy extends beyond the building industry because “obviously, it deals with a key question about how we govern ourselves as a society. The ruling confirms that the law belongs to the people, and nobody owns it. You can’t make a business model out of owning the legal rules that citizens have to follow; you have to find some other way to support your business which ICC has done, by getting revenue from program services.”
He added, “It’s a model of how open government data can drive new innovations and successful startups. Law isn’t the only kind of information created by the government that can be leveraged in new ways. Property data, statistics and other kinds of government data can also support new businesses. And in all those cases, big old incumbents like ICC will try to find ways to slow down their new competitors.”
UpCodes was founded by Scott, an architect, and Garrett, a software engineer who previously worked at PlanGrid. The brothers wanted to create a more efficient way to reference building codes, which are so complex that many architecture and building firms hire code consultants to help them navigate regulations. Headquartered in San Francisco, the company currently has about 400,000 monthly active users, mostly industry professionals like architects and engineers, but also home owners and rental tenants.
ICC’s first lawsuit against UpCodes claims the startup violated its copyright on forty International Codes (I-Codes), the set of model building codes that have been adopted by all 50 states. The ICC argues that this impedes their ability to generate revenue from selling copies of its model codes, therefore making it harder for the organization to develop new building codes.
But UpCodes’ stance, supported by Marrero’s ruling, is that the I-Codes are either in the public domain or protected by fair use because they have been adopted into law by federal, state and local governments. (After the ICC filed its copyright infringement lawsuit in August 2017, UpCodes’ site was redesigned to include only enacted state and local building codes, instead of the ICC’s model codes).
Does the government edicts doctrine apply?
Despite being opponents in two ongoing lawsuits now, both UpCodes and the ICC view the Supreme Court’s ruling in Georgia v. Public.Resource.org positively.
“What was really interesting for our case is that no matter if they were in the majority or dissenting, Supreme Court justices on both sides had really incredible quotes that said if it is in the law, of course it’s in the public domain,” said Scott Reynolds.
ICC’s general counsel Melike Oncu, however, said that the ruling “confirmed that [the ICC] is the owner of the model codes it publishes” because of what it said about the governments edicts doctrine. As defined by the U.S. Copyright Office, the doctrine states “edicts of government, such as judicial opinions, administrative rulings, legislative enactments, public ordinances, and similar official legal documents are not copyrightable for reasons of public policy. This applies to such works whether they are Federal, State, or local as well as to those of foreign governments.”
Oncu told TechCrunch in an email that the Supreme Court “confirmed that the government edicts doctrine is ‘a straightforward rule based on the identity of the author… assessed by asking ‘whether the author of the work is a judge or legislator’ acting in ‘the course of his judicial or legislative duties and not ‘whether given material carries ‘the force of law.’”
In other words, Oncu said “this means that the government edicts doctrine does not apply to the Code Council’s I-Codes and that they retain copyright protection regardless of whether or not they are later adopted into law.”
In his decision, Marrero wrote that “because ICC is a private party that lacks the authority to make or interpret the law, the Government Edicts doctrine is clearly not dispositive of this case.” But he also noted that ICC encourages adoption of its model codes into law, so that “even if adoption into law is not the sole reason ICC produces the I-Codes, it is clearly one of the most significant reasons, if not the most significant reason, that the ICC does so,” and that “a private party cannot exercise its copyrights to restrict the public’s access to the law.”
The ICC disagrees with Marrero’s ruling, Oncu told TechCrunch. The organization “believes that his decision was wrong because it held that codes that have the force of law are not copyrightable even if they are authored by a private party. As such, the decision is directly contradicted by the Supreme Court decision’s in Georgia.”
But Gratz said that “building codes are the law, and the Supreme Court ruled that ‘no one can own the law.’ That’s exactly what Judge Marrero ruled.”
Gratz added that “even if the government edicts doctrine doesn’t apply, UpCodes wins for two other separate reasons: because there’s only one way to express the law accurately, so UpCodes had to express it the same way ICC wrote it; and because UpCodes was using the material solely for the purpose of informing the public about what the law is, which the court has found to be fair use.”
In his decision, Marrero cited two other previous rulings involving two of the three groups that merged to form the ICC in 1994: the Building Officials and Code Administration (BOCA) and the Southern Building Code Congress International (SBCCI).
In 1980, BOCA sued private publisher Code Technology for publishing and selling its own edition of building code that was adopted by Massachusetts. The First Circuit court ruled in Code Technology’s favor. Then in 2002, the SBCCI sued Peter Veeck for posting a model building code adopted by local governments on his website, which gave free information about North Texas. SBCCI initially won the case in district court, but lost the appeal when the Fifth Circuit ruled in Veeck’s favor.
“Though the Government Edicts doctrine does not address government adoption of model building codes, two circuit courts have considered the issue,” Marrero wrote. “Their holdings are broadly consistent with each other and reaffirm the principle that no one can own the law. Moreever, both cases concern the model codes of ICC’s predecessors, SBCCI and BOCA, on which at least some of the I-Codes are based. These cases strongly suggest that Defendants do not infringe ICC’s copyrights insofar as they accurately post the I-Codes as adopted.”
The second lawsuit
After Marerro’s ruling, the Reynolds brother said they thought ICC might want to reach a settlement to avoid the chance of setting another precedent in Circuit Court. Instead, the ICC filed its second lawsuit on June 5, claiming that UpCodes and the Reynolds brothers “falsely have claimed and still claim that the copies of the codes they offer are, e.g. accurate, completed and up-to-date.”
In the suit, ICC cites a section in Marrero’s ruling where the judge explained why he was denying UpCodes’ motion for dismissal. “ICC has still raised genuine factual disputes that at least some of the codes posted on Current UpCodes [referring to the version of the site after the initial lawsuit was filed] have ‘indiscriminately mingled’ enacted text with unadopted model text.”
UpCodes corrected the errors when notified by the ICC. The Reynolds brothers said that the second lawsuit pointed out less than two dozen errors on UpCodes’ site, but they have now documented more than 400 sections on ICC’s site that either have an error or out-of-date code that they will use in their response.
Gratz said, “ICC appears to have filed the second lawsuit as a back-up plan to misuse unfair competition law to shut down a superior competitor, since ICC’s first attempt to shut down UpCodes failed. Instead of competing in the marketplace, ICC is wasting time with litigation over marketing copy.”
Both ICC and UpCodes told TechCrunch that they collaborate closely with jurisdictions to make sure codes are up-to-date.
Oncu said that ICC “works hand-in-hand with jurisdictions to publish custom codes. The Code Council receives approval from government officials from each jurisdiction that the code it posts is accurate before publishing a new or revised code.”
She added that a pre-motion letter by Gratz “misleadingly identified as ‘errors’ instances where the Code Council correctly published the custom code with the approval of the jurisdiction and then the identified provision was later amended.”
The Reynolds brothers said UpCodes uses a combination of tech and collaborating with building departments to find mistakes in the codes posted to their database. The startup’s algorithms identify potential errors in the code and the company has worked with building departments in California, Utah, North Dakota and New York City to modify and update codes in their database. For example, UpCodes worked with the California Building Standards Commission to identify missing or duplicated sections and printing errors.
“We have over a million sections of code. When someone points out an error, we can fix it immediately,” said Garrett. “It sounds obvious, but having a system and a team that can fix an error within hours and deploy that to the site, across one system, is a lot better than it was historically, when you got an update and had to print it out and staple it into a book.”
“Putting these codes together is an incredibly complicated process and we’re happy to help by leveraging our tech,” he added. “On the other hand, ICC would rather be a gatekeeper to the law rather than explore innovations in the industry. Codes only get more complex over time. We need new technology and innovations to keep up with the growing demands of these regulations.”
ICC vs UpCodes DecisionandOrder by TechCrunch on Scribd
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TechCrunch
TechCrunch
Aurora Innovation, the startup founded by three veterans of the autonomous vehicle industry who led programs at Google, Tesla and Uber, is in negotiations to buy Uber ATG. Terms of the deal are still unknown, but sources say the two companies have been in talks since October and it is far along in the process.
An Uber spokesperson declined to comment, citing that the company’s general policy is not to comment on these sorts of inquiries. An Aurora spokesperson said it doesn’t comment on speculation.
The talks could falter. But if successful, they have the potential to triple Aurora’s headcount and allow Uber to unload an expensive long-term play that has sustained several controversies in its short life.
Uber has ‘been shopping’
Shedding Uber ATG would follow a string of spin-offs or other deals in recent months that has narrowed Uber’s focus and costs into core areas of ride-hailing and delivery. Two years ago, Uber’s business model could be described as an “all of the above approach,” a bet on generating revenue from all forms of transportation, including ride-hailing, micromobility, logistics, package and food delivery and someday even autonomous robotaxis.
That strategy has changed since Uber went public and has further accelerated as the COVID-19 pandemic has upended the economy and fundamentally changed how people live. In the past 11 months, Uber has dumped shared micromobility unit Jump, sold a stake in its growing but still unprofitable logistics arm, Uber Freight and acquired Postmates. (The Postmates acquisition is expected to close in the fourth quarter of 2020).
Uber ATG has been the company’s last big, expensive holding. Uber ATG holds a lot of long-term promise and high present-day costs; Uber reported in November that ATG and “other technologies” (which includes Uber Elevate) had a net loss of $303 million in the nine months that ended September 30, 2020. In its S-1 document, Uber said it incurred $457 million of research and development expenses for its ATG and “other Technology Programs” initiatives.
Four sources within the industry told TechCrunch that Uber “has been shopping” ATG to several companies, including automakers this year. Sources have also told TechCrunch that Uber ATG was facing a potential down round, which might have been an additional motivator behind the talks with Aurora.
Aurora, which was founded in 2017, is focused on building the full self-driving stack, the underlying technology that will allow vehicles to navigate highways and city streets without a human driver behind the wheel. Aurora has attracted attention and investment from high-profile venture firms, management firms and corporations such as Greylock Partners, Sequoia Capital, Amazon and T. Rowe Price, in part because of its founders Sterling Anderson, Drew Bagnell and Chris Urmson.
Urmson led the former Google self-driving project before it spun out to become the Alphabet business Waymo. Anderson is best known for leading the development and launch of the Tesla Model X and the automaker’s Autopilot program. Bagnell, an associate professor at Carnegie Mellon, helped launch Uber’s efforts in autonomy, ultimately heading the autonomy and perception team at the Advanced Technologies Center in Pittsburgh.
Aurora has grown from a small upstart to a company with 600 employees and operations in the San Francisco Bay Area, Pittsburgh, Texas and Bozeman, Montana, home of Blackmore, the lidar company it acquired in 2019. About 12% of Aurora’s current workforce previously worked at Uber, according to records on LinkedIn.
Despite that growth, Aurora is still dwarfed by Uber ATG, the self-driving subsidiary that is majority owned by Uber. Uber ATG has more than 1,200 employees with operations in several locations, including Pittsburgh, San Francisco and Toronto. Uber holds an 86.2% stake (on a fully diluted basis) in Uber ATG, according to filings with the U.S. Securities and Exchange Commission. Its investors hold a combined stake of 13.8% in Uber ATG.
Uber’s public leap into autonomous vehicle technology began in earnest in early 2015 when the company announced a strategic partnership with Carnegie Mellon University’s National Robotics Center. The agreement to work on developing driverless car technology resulted in Uber poaching dozens of NREC researchers and scientists. A year later, with the beginnings of an in-house AV development program, Uber, then led by co-founder Travis Kalanick, acquired a self-driving truck startup called Otto.
The acquisition was troubled almost from the start. Otto was founded earlier that year by one of Google’s star engineers, Anthony Levandowski, along with three other Google veterans: Lior Ron, Claire Delaunay and Don Burnette. Uber acquired Otto less than eight months later.
Two months after the acquisition, Google made two arbitration demands against Levandowski and Ron. Uber wasn’t a party to either arbitration. While the arbitrations played out, Waymo separately filed a lawsuit against Uber in February 2017 for trade secret theft and patent infringement. Waymo alleged in the suit, which went to trial but ended in a settlement in 2018, that Levandowski stole trade secrets, which were then used by Uber.
Under the settlement, Uber agreed not to incorporate Waymo’s confidential information into their hardware and software. Uber also agreed to pay a financial settlement that included 0.34% of Uber equity, per its Series G-1 round $72 billion valuation. That was calculated at the time to be about $244.8 million in Uber equity.
In the early days of the Otto acquisition, Uber estimated it could have 75,000 autonomous vehicles on the road by 2019 and be operating driverless taxi services in 13 cities by 2022, according to court documents unsealed and first reported on by TechCrunch. To reach those ambitious goals, the ride-hailing company was spending $20 million a month on developing self-driving technologies.
Uber never came close to hitting those targets, a mission that was derailed by technical hurdles as well as the lawsuit with Waymo, its troubled relationship with Lewandowski and the fatal crash in March 2018 involving one of its self-driving test vehicles in Tempe, Arizona.
Uber halted all testing following the crash and has been slowly ramping up its more public-facing operations over the past 18 months. The expensive undertaking of developing autonomous vehicles prompted Uber to spin out the company in spring 2019 after it closed $1 billion in funding from Toyota, auto parts maker Denso and SoftBank’s Vision Fund.
The spin-out, which occurred about one month before Uber’s debut as a publicly traded company, had been the subject of speculation for months. It was seen as a way for Uber to share the expensive load with other investors and allow it to focus on its core competencies and nearer-term profit goals.
What Aurora gains
Troubles aside, Uber ATG has two important and critical features that make it attractive to Aurora: talent and Toyota.
The Japanese car giant had already invested $500 million into Uber prior to the 2019 injection of cash. At the time, the two companies announced their intention to bring pilot-scale deployments of automated Toyota Sienna-based ridesharing vehicles to the Uber ridesharing network in 2021, “leveraging the strengths of Uber ATG’s self-driving technology alongside the Toyota Guardian advanced safety support system.”
The 2019 investment into the Uber ATG unit deepened Toyota’s relationship with the company.
“While Uber was facing off against Waymo in the trade secrets lawsuit, Aurora launched with a bang. Within 18 months, Auora had secured several kinds of partnerships with Hyundai, Byton and VW Group. Some have fizzled, while there have been new gains, notably with Fiat Chrysler Automobiles. The musical chair-like changes underscores the sheer number of hopeful players in the self-driving business — a market that is still full of commercial and technical unknowns — and the fickleness of incumbent car makers in search of the best tech and deal.”
VW Group, which had touted its Aurora partnership in January 2018, confirmed to TechCrunch in June 2019 that “activities under our partnership have been concluded.” VW Group ultimately put its capital behind Argo AI, another autonomous vehicle technology developer that had locked up backing and a customer deal with Ford.
While Hyundai does have a minority stake in Aurora, it also went ahead and locked in a joint venture in fall 2019 with autonomous driving technology company Aptiv. Under the deal with Aptiv, both parties took a 50% ownership stake in the new joint company that is now called Motional. The combined investment in Motional from both companies will total $4 billion in aggregate value (including the value of combined engineering services, R&D and IP).
Still, Aurora has had its wins. The company raised $530 million last spring in a Series B round led by Sequoia with “significant investment” from Amazon and T. Rowe Price. Aurora’s post-money valuation at the time was $2.5 billion. More recently, sources in the industry say that Aurora is abuzz with activity, particularly around the office of David Maday, the company’s new vice president of business development who led General Motors’ corporate development and mergers and acquisitions team for 21 years.
Aurora has always stated that its full driving stack — the combined suite of software and hardware that provides the brains for an AV — would be vehicle-agnostic, but some of its early testing and partnerships suggested it was focused on robotaxi applications, not logistics. Aurora started talking more openly last year about applying its technology to long-haul trucking and has become more bullish on that application, particularly following its Blackmore acquisition.
Aurora announced in July 2020 that it was expanding into Texas and planned to test commercial routes in the Dallas-Fort Worth Area with a mix of Fiat Chrysler Pacifica minivans and Class 8 trucks. A small fleet of Pacificas were expected to arrive first. The trucks will be on the road in Texas by the end of the year, according to the company.
The Jump precedent
What’s unclear is how an acquisition of Uber ATG might be structured; and more importantly, if it will retain any interest in the enterprise. Even with the expected depletion in Uber ATG’s valuation, it would be seemingly out-of-range for Aurora unless it was able to secure additional outside investment or structure the deal in a way that would allow Uber to keep some equity.
There is precedent for the latter. Earlier this year, Uber led a $170 million investment round into Lime. As part of the complex arrangement, Uber offloaded Jump, the bike and scooter-sharing unit, to Lime.
Rumors that Uber CEO Dara Khosrowshahi was keen to get rid of Uber ATG have popped up from time to time in the past year. But as the COVID-19 pandemic took hold, Khosrowshahi and other executives began to focus on its core competency of ride-hailing and double down on delivery. In addition to its micromobility unit and the Uber Freight spin-off, it has divested itself internationally of a number of regional operations that were proving too costly to grow in competition with strong local rivals.
It was on the heels of the Jump deal that interest in selling off Uber ATG ramped up, according to two sources.
One investor in the industry described it as an interesting Plan B for Uber, a deal that would allow the company to take ATG off the books, while potentially getting to benefit from a little upside.
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TechCrunch
TechCrunch
Aurora Innovation, the startup founded by three veterans of the autonomous vehicle industry who led programs at Google, Tesla and Uber, is in negotiations to buy Uber ATG. Terms of the deal are still unknown, but sources say the two companies have been in talks since October and it is far along in the process.
An Uber spokesperson declined to comment, citing that the company’s general policy is not to comment on these sorts of inquiries. An Aurora spokesperson said it doesn’t comment on speculation.
The talks could falter. But if successful, they have the potential to triple Aurora’s headcount and allow Uber to unload an expensive long-term play that has sustained several controversies in its short life.
Uber has ‘been shopping’
Shedding Uber ATG would follow a string of spin-offs or other deals in recent months that has narrowed Uber’s focus and costs into core areas of ride-hailing and delivery. Two years ago, Uber’s business model could be described as an “all of the above approach,” a bet on generating revenue from all forms of transportation, including ride-hailing, micromobility, logistics, package and food delivery and someday even autonomous robotaxis.
That strategy has changed since Uber went public and has further accelerated as the COVID-19 pandemic has upended the economy and fundamentally changed how people live. In the past 11 months, Uber has dumped shared micromobility unit Jump, sold a stake in its growing but still unprofitable logistics arm, Uber Freight and acquired Postmates. (The Postmates acquisition is expected to close in the fourth quarter of 2020).
Uber ATG has been the company’s last big, expensive holding. Uber ATG holds a lot of long-term promise and high present-day costs; Uber reported in November that ATG and “other technologies” (which includes Uber Elevate) had a net loss of $303 million in the nine months that ended September 30, 2020. In its S-1 document, Uber said it incurred $457 million of research and development expenses for its ATG and “other Technology Programs” initiatives.
Four sources within the industry told TechCrunch that Uber “has been shopping” ATG to several companies, including automakers this year. Sources have also told TechCrunch that Uber ATG was facing a potential down round, which might have been an additional motivator behind the talks with Aurora.
Aurora, which was founded in 2017, is focused on building the full self-driving stack, the underlying technology that will allow vehicles to navigate highways and city streets without a human driver behind the wheel. Aurora has attracted attention and investment from high-profile venture firms, management firms and corporations such as Greylock Partners, Sequoia Capital, Amazon and T. Rowe Price, in part because of its founders Sterling Anderson, Drew Bagnell and Chris Urmson.
Urmson led the former Google self-driving project before it spun out to become the Alphabet business Waymo. Anderson is best known for leading the development and launch of the Tesla Model X and the automaker’s Autopilot program. Bagnell, an associate professor at Carnegie Mellon, helped launch Uber’s efforts in autonomy, ultimately heading the autonomy and perception team at the Advanced Technologies Center in Pittsburgh.
Aurora has grown from a small upstart to a company with 600 employees and operations in the San Francisco Bay Area, Pittsburgh, Texas and Bozeman, Montana, home of Blackmore, the lidar company it acquired in 2019. About 12% of Aurora’s current workforce previously worked at Uber, according to records on LinkedIn.
Despite that growth, Aurora is still dwarfed by Uber ATG, the self-driving subsidiary that is majority owned by Uber. Uber ATG has more than 1,200 employees with operations in several locations, including Pittsburgh, San Francisco and Toronto. Uber holds an 86.2% stake (on a fully diluted basis) in Uber ATG, according to filings with the U.S. Securities and Exchange Commission. Its investors hold a combined stake of 13.8% in Uber ATG.
Uber’s public leap into autonomous vehicle technology began in earnest in early 2015 when the company announced a strategic partnership with Carnegie Mellon University’s National Robotics Center. The agreement to work on developing driverless car technology resulted in Uber poaching dozens of NREC researchers and scientists. A year later, with the beginnings of an in-house AV development program, Uber, then led by co-founder Travis Kalanick, acquired a self-driving truck startup called Otto.
The acquisition was troubled almost from the start. Otto was founded earlier that year by one of Google’s star engineers, Anthony Levandowski, along with three other Google veterans: Lior Ron, Claire Delaunay and Don Burnette. Uber acquired Otto less than eight months later.
Two months after the acquisition, Google made two arbitration demands against Levandowski and Ron. Uber wasn’t a party to either arbitration. While the arbitrations played out, Waymo separately filed a lawsuit against Uber in February 2017 for trade secret theft and patent infringement. Waymo alleged in the suit, which went to trial but ended in a settlement in 2018, that Levandowski stole trade secrets, which were then used by Uber.
Under the settlement, Uber agreed not to incorporate Waymo’s confidential information into their hardware and software. Uber also agreed to pay a financial settlement that included 0.34% of Uber equity, per its Series G-1 round $72 billion valuation. That was calculated at the time to be about $244.8 million in Uber equity.
In the early days of the Otto acquisition, Uber estimated it could have 75,000 autonomous vehicles on the road by 2019 and be operating driverless taxi services in 13 cities by 2022, according to court documents unsealed and first reported on by TechCrunch. To reach those ambitious goals, the ride-hailing company was spending $20 million a month on developing self-driving technologies.
Uber never came close to hitting those targets, a mission that was derailed by technical hurdles as well as the lawsuit with Waymo, its troubled relationship with Lewandowski and the fatal crash in March 2018 involving one of its self-driving test vehicles in Tempe, Arizona.
Uber halted all testing following the crash and has been slowly ramping up its more public-facing operations over the past 18 months. The expensive undertaking of developing autonomous vehicles prompted Uber to spin out the company in spring 2019 after it closed $1 billion in funding from Toyota, auto parts maker Denso and SoftBank’s Vision Fund.
The spin-out, which occurred about one month before Uber’s debut as a publicly traded company, had been the subject of speculation for months. It was seen as a way for Uber to share the expensive load with other investors and allow it to focus on its core competencies and nearer-term profit goals.
What Aurora gains
Troubles aside, Uber ATG has two important and critical features that make it attractive to Aurora: talent and Toyota.
The Japanese car giant had already invested $500 million into Uber prior to the 2019 injection of cash. At the time, the two companies announced their intention to bring pilot-scale deployments of automated Toyota Sienna-based ridesharing vehicles to the Uber ridesharing network in 2021, “leveraging the strengths of Uber ATG’s self-driving technology alongside the Toyota Guardian advanced safety support system.”
The 2019 investment into the Uber ATG unit deepened Toyota’s relationship with the company.
“While Uber was facing off against Waymo in the trade secrets lawsuit, Aurora launched with a bang. Within 18 months, Auora had secured several kinds of partnerships with Hyundai, Byton and VW Group. Some have fizzled, while there have been new gains, notably with Fiat Chrysler Automobiles. The musical chair-like changes underscores the sheer number of hopeful players in the self-driving business — a market that is still full of commercial and technical unknowns — and the fickleness of incumbent car makers in search of the best tech and deal.”
VW Group, which had touted its Aurora partnership in January 2018, confirmed to TechCrunch in June 2019 that “activities under our partnership have been concluded.” VW Group ultimately put its capital behind Argo AI, another autonomous vehicle technology developer that had locked up backing and a customer deal with Ford.
While Hyundai does have a minority stake in Aurora, it also went ahead and locked in a joint venture in fall 2019 with autonomous driving technology company Aptiv. Under the deal with Aptiv, both parties took a 50% ownership stake in the new joint company that is now called Motional. The combined investment in Motional from both companies will total $4 billion in aggregate value (including the value of combined engineering services, R&D and IP).
Still, Aurora has had its wins. The company raised $530 million last spring in a Series B round led by Sequoia with “significant investment” from Amazon and T. Rowe Price. Aurora’s post-money valuation at the time was $2.5 billion. More recently, sources in the industry say that Aurora is abuzz with activity, particularly around the office of David Maday, the company’s new vice president of business development who led General Motors’ corporate development and mergers and acquisitions team for 21 years.
Aurora has always stated that its full driving stack — the combined suite of software and hardware that provides the brains for an AV — would be vehicle-agnostic, but some of its early testing and partnerships suggested it was focused on robotaxi applications, not logistics. Aurora started talking more openly last year about applying its technology to long-haul trucking and has become more bullish on that application, particularly following its Blackmore acquisition.
Aurora announced in July 2020 that it was expanding into Texas and planned to test commercial routes in the Dallas-Fort Worth Area with a mix of Fiat Chrysler Pacifica minivans and Class 8 trucks. A small fleet of Pacificas were expected to arrive first. The trucks will be on the road in Texas by the end of the year, according to the company.
The Jump precedent
What’s unclear is how an acquisition of Uber ATG might be structured; and more importantly, if it will retain any interest in the enterprise. Even with the expected depletion in Uber ATG’s valuation, it would be seemingly out-of-range for Aurora unless it was able to secure additional outside investment or structure the deal in a way that would allow Uber to keep some equity.
There is precedent for the latter. Earlier this year, Uber led a $170 million investment round into Lime. As part of the complex arrangement, Uber offloaded Jump, the bike and scooter-sharing unit, to Lime.
Rumors that Uber CEO Dara Khosrowshahi was keen to get rid of Uber ATG have popped up from time to time in the past year. But as the COVID-19 pandemic took hold, Khosrowshahi and other executives began to focus on its core competency of ride-hailing and double down on delivery. In addition to its micromobility unit and the Uber Freight spin-off, it has divested itself internationally of a number of regional operations that were proving too costly to grow in competition with strong local rivals.
It was on the heels of the Jump deal that interest in selling off Uber ATG ramped up, according to two sources.
One investor in the industry described it as an interesting Plan B for Uber, a deal that would allow the company to take ATG off the books, while potentially getting to benefit from a little upside.
]]>