Fisker Inc. (NYSE: FSR) (“Fisker”) today announced the upsize
and pricing of $625,000,000 aggregate principal amount of its 2.50%
Green Convertible Senior Notes due 2026 (the "notes") in a private
offering only to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Act"), representing an increase of
$25,000,000 aggregate principal amount from the previously
announced proposed offering size. Fisker also granted the initial
purchasers of the notes an option to purchase, within a 13-day
period beginning on, and including, the date the notes are first
issued, up to an additional $100,000,000 aggregate principal amount
of the notes. The sale of the notes to the initial purchasers is
expected to settle on August 17, 2021, subject to customary closing
conditions.
The notes will be senior unsecured obligations of Fisker. The
notes will bear interest at a rate of 2.50% per year, payable
semi-annually in arrears on March 15 and September 15 of each year,
beginning on March 15, 2022. The notes will mature on September 15,
2026, unless earlier converted, redeemed or repurchased.
Before June 15, 2026, the notes will be convertible at the
option of the noteholders only if specific conditions are met. On
or after June 15, 2026 until the close of business on the second
scheduled trading day immediately before the maturity date, the
notes will be convertible at the option of the noteholders at any
time regardless of these conditions. Conversions of the notes will
be settled in cash, shares of Fisker's Class A common stock (the
“Common Stock”) or a combination thereof, at Fisker's election. The
notes will be redeemable, in whole or in part, for cash at Fisker’s
option at any time, and from time to time, on or after September
20, 2024 and before the 41st scheduled trading day immediately
before the maturity date, but only if the last reported sale price
per share of Common Stock has been at least 130% of the conversion
price then in effect for at least 20 trading days (whether or not
consecutive) during any 30 consecutive trading day period
(including the last trading day of such period) ending on, and
including, the trading day immediately preceding the date on which
Fisker provides notice of redemption. The redemption price will be
equal to the principal amount of the notes to be redeemed, plus
accrued and unpaid interest and additional interest, if any, to,
but excluding, the redemption date. The initial conversion rate for
the notes is 50.7743 shares of Common Stock per $1,000 principal
amount of notes (which is equivalent to an initial conversion price
of approximately $19.70 per share of Common Stock). The initial
conversion price represents a premium of approximately 30% over the
last reported sale price of the Common Stock on August 12, 2021,
which was $15.15 per share.
In connection with the pricing of the notes, Fisker has entered
into privately negotiated capped call transactions (the “capped
call transactions”) with one of the initial purchasers of the notes
and certain other financial institutions (together, the "option
counterparties"). The capped call transactions cover, subject to
anti-dilution adjustments substantially similar to those applicable
to the notes, the number of shares of Common Stock that will
initially underlie the notes. The capped call transactions are
expected generally to reduce the potential dilution to the Common
Stock upon any conversion of notes and/or offset any potential cash
payments that Fisker is required to make in excess of the principal
amount of converted notes, as the case may be, with such reduction
and/or offset subject to a cap. If the initial purchasers exercise
their option to purchase additional notes, Fisker expects to enter
into additional capped call transactions with the option
counterparties. The cap price of the capped call transactions will
initially be approximately $32.57, which represents a premium of
115% over the last reported sale price of the Common Stock on
August 12, 2021, which was $15.15 per share, and is subject to
certain adjustments under the terms of the capped call
transactions.
In connection with establishing their initial hedge of the
capped call transactions, the option counterparties and/or their
respective affiliates expect to enter into various derivative
transactions with respect to the Common Stock and/or may purchase
shares of Common Stock concurrently with, or shortly after, the
pricing of the notes. These activities could increase (or reduce
the size of any decrease in) the market price of the Common Stock
or the notes at that time. In addition, Fisker expects that the
option counterparties and/or their respective affiliates may modify
their hedge positions by entering into or unwinding certain
derivative transactions with respect to the Common Stock and/or by
purchasing or selling shares of Common Stock or other securities of
Fisker in secondary market transactions following the pricing of
the notes and from time to time prior to the maturity of the notes
(and are likely to do so during any observation period related to a
conversion of the notes). This activity could also cause or avoid
an increase or a decrease in the market price of the Common Stock
or the notes, which could affect the ability of noteholders to
convert the notes and, to the extent the activity occurs during any
observation period related to a conversion of the notes, it could
affect the number of shares of Common Stock, if any, and value of
the consideration that noteholders will receive upon conversion of
the notes.
Fisker intends to allocate an amount equal to the net proceeds
from the offering of the notes to finance or refinance, in whole or
in part, one or more new or existing “eligible green projects” of
Fisker, including PEAR program development, battery pack assembly
and potential localization, the furtherance of new model
development and technology development. Pending such allocation of
net proceeds to eligible green projects, Fisker intends to use the
net proceeds from the offering to fund the approximately $90.6
million cost of the capped call transactions described above and
for working capital and general corporate purposes. If the initial
purchasers exercise their option to purchase additional notes,
Fisker intends to use a portion of the additional net proceeds to
fund the cost of entering into additional capped call
transactions.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of these securities and shall
not constitute an offer, solicitation, or sale in any jurisdiction
in which such offer, solicitation, or sale is unlawful. The notes
were offered to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Act. Neither
the notes nor the shares of Common Stock issuable upon conversion
of the notes, if any, have been registered under the Act or the
securities laws of any other jurisdiction and unless so registered,
may not be offered or sold in the United States absent registration
or an applicable exemption from, or in a transaction not subject
to, such registration requirements of the Act and other applicable
securities laws.
About Fisker Inc.
California-based Fisker Inc. is revolutionizing the automotive
industry by developing the most emotionally desirable and
eco-friendly electric vehicles on Earth. Passionately driven by a
vision of a clean future for all, Fisker is on a mission to become
the No. 1 e-mobility service provider with the world’s most
sustainable vehicles.
Forward-Looking Statements
This press release includes forward-looking statements, which
are subject to the “safe harbor” provisions of the U.S. Private
Securities Litigation Reform Act of 1995. These statements may be
identified by words such as “feel,” “believes,” expects,”
“estimates,” “projects,” “intends,” “should,” “is to be,” or the
negative of such terms, or other comparable terminology and
include, among other things, statements regarding the notes
offering, the timing of the closing of the notes offering and the
anticipated use of proceeds therefrom and the capped call
transactions and other future events that involve risks and
uncertainties. Such forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties,
which could cause actual results to differ materially from the
forward-looking statements contained herein due to many factors,
including, but not limited to: the ability to consummate the
offering of the notes and the capped call transactions, the ability
to enter into the capped call transactions on the timing and at the
price anticipated by Fisker; changes in the terms of the notes and
the capped call transactions; and those factors discussed in
Fisker’s Annual Report on Form 10-K/A for the year ended December
31, 2020, its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2021, its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2021 and in its subsequent filings with the
Securities and Exchange Commission. Any forward-looking statements
speak only as of the date on which they are made, and Fisker
undertakes no obligation to update any forward-looking statement to
reflect events or circumstances after the date of this press
release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210812005934/en/
Fisker Inc. Dan Galves, VP, Investor Relations
dgalves@fiskerinc.com FiskerIR@icrinc.com
Simon Sproule, SVP, Communications 310.374.6177
Fisker@GoDRIVEN360.com
Rebecca Lindland, Director, Corporate Communications
rlindland@fiskerinc.com
Fisker (NYSE:FSR)
Historical Stock Chart
From Apr 2024 to May 2024
Fisker (NYSE:FSR)
Historical Stock Chart
From May 2023 to May 2024