Rivian Automotive, Inc. Prices $1.3 Billion Green Convertible Senior Notes Offering
08 March 2023 - 6:15PM
Business Wire
Rivian Automotive, Inc. (Nasdaq: RIVN) (“Rivian”) today
announced the pricing of its offering of $1,300,000,000 aggregate
principal amount of 4.625% green convertible senior notes due 2029
(the “notes”) in a private offering to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”). The issuance and sale of the notes
are scheduled to settle on March 10, 2023, subject to customary
closing conditions. Rivian also granted the initial purchasers of
the notes an option to purchase, for settlement within a period of
13 days from, and including, the date the notes are first issued,
up to an additional $200,000,000 principal amount of notes.
The notes will be senior, unsecured obligations of Rivian and
will accrue interest at a rate of 4.625% per annum, payable
semi-annually in arrears on March 15 and September 15 of each year,
beginning on September 15, 2023. The notes will mature on March 15,
2029, unless earlier repurchased, redeemed or converted. Before
December 15, 2028, noteholders will have the right to convert their
notes only upon the occurrence of certain events. From and after
December 15, 2028, noteholders may convert their notes at any time
at their election until the close of business on the second
scheduled trading day immediately before the maturity date. Rivian
will settle conversions by paying or delivering, as applicable,
cash, shares of its Class A common stock (the “common stock”) or a
combination of cash and shares of its common stock, at Rivian’s
election. The initial conversion rate is 49.6771 shares of common
stock per $1,000 principal amount of notes, which represents an
initial conversion price of approximately $20.13 per share of
common stock. The initial conversion price represents a premium of
approximately 37.5% over the last reported sale price of $14.64 per
share of Rivian’s common stock on March 7, 2023. The conversion
rate and conversion price will be subject to adjustment upon the
occurrence of certain events.
The notes will be redeemable, in whole or in part (subject to
certain limitations), for cash at Rivian’s option at any time, and
from time to time, on or after March 20, 2026 and on or before the
20th scheduled trading day immediately before the maturity date,
but only if the last reported sale price per share of Rivian’s
common stock exceeds 130% of the conversion price for a specified
period of time. The redemption price will be equal to the principal
amount of the notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date.
If a “fundamental change” (as defined in the indenture that will
govern the notes) occurs, then, subject to limited exceptions,
noteholders may require Rivian to repurchase their notes for cash.
The repurchase price will be equal to the principal amount of the
notes to be repurchased, plus accrued and unpaid interest, if any,
to, but excluding, the applicable repurchase date.
Rivian estimates that the net proceeds from the offering will be
approximately $1,286.1 million (or approximately $1,484.1 million
if the initial purchasers fully exercise their option to purchase
additional notes), after deducting the initial purchasers’
discounts and commissions and estimated offering expenses. Rivian
intends to allocate an amount equal to the net proceeds from the
offering to finance, refinance, or make direct investments in, in
whole or in part, one or more new or recently completed (within the
24 months prior to the issue date of the notes), current and/or
future eligible green projects, as described in Rivian’s newly
established green financing framework. Eligible green projects are
projects that meet specified eligibility criteria, in alignment
with the guidelines of the Green Bond Principles, 2021, and include
expenditures relating to, investments in, financings of and/or
acquisitions of one or more of the following: (i) clean
transportation, (ii) renewable energy, (iii) circular economy, (iv)
energy efficiency and (v) pollution prevention and control. Pending
allocation of an amount equal to the net proceeds from the offering
to eligible green projects, Rivian may temporarily invest the net
proceeds from the offering in cash, cash equivalents, and/or
high-quality marketable securities, and will not knowingly invest
in operations that result in an overall net increase in greenhouse
gas emissions.
The offer and sale of the notes and any shares of common stock
issuable upon conversion of the notes have not been, and will not
be, registered under the Securities Act or any other securities
laws, and the notes and any such shares cannot be offered or sold
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
any other applicable securities laws. This press release does not
constitute an offer to sell, or the solicitation of an offer to
buy, the notes or any shares of common stock issuable upon
conversion of the notes, nor will there be any sale of the notes or
any such shares, in any state or other jurisdiction in which such
offer, sale or solicitation would be unlawful.
About Rivian
Rivian exists to create products and services that help our
planet transition to carbon neutral energy and transportation.
Rivian designs, develops, and manufactures category-defining
electric vehicles and accessories and sells them directly to
customers in the consumer and commercial markets. Rivian
complements its vehicles with a full suite of proprietary,
value-added services that address the entire lifecycle of the
vehicle and deepen its customer relationships.
Forward-Looking Statements
This press release includes forward-looking statements,
including statements regarding the completion of the offering and
the expected amount and intended use of the net proceeds.
Forward-looking statements represent Rivian’s current expectations
regarding future events and are subject to known and unknown risks
and uncertainties that could cause actual results to differ
materially from those implied by the forward-looking statements.
Among those risks and uncertainties are market conditions, the
satisfaction of the closing conditions related to the offering and
risks relating to Rivian’s business, including those described in
periodic reports that Rivian files from time to time with the
Securities and Exchange Commission. Rivian may not consummate the
offering described in this press release and, if the offering is
consummated, cannot provide any assurances regarding its ability to
effectively apply the net proceeds as described above. The
forward-looking statements included in this press release speak
only as of the date of this press release, and Rivian does not
undertake to update the statements included in this press release
for subsequent developments, except as may be required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230307006098/en/
Investor Contact ir@rivian.com
Media Contact Harry Porter media@rivian.com
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