Rocket Lab USA, Inc. (“Rocket Lab”, “we”, “us” or “our”)
(Nasdaq: RKLB), a global leader in launch services and space
systems, announced today that it has commenced a private offering
of $275.0 million aggregate principal amount of convertible senior
notes due 2029 (the “notes”) to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). In
connection with this offering, Rocket Lab expects to grant 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 $41.25 million
aggregate principal amount of the notes. The offering of the notes
is subject to market and other conditions and there can be no
assurance as to whether or when the offering may be completed, or
as to the actual size or terms of the offering.
The notes will be senior, unsecured obligations of Rocket Lab,
will accrue interest payable semi-annually in arrears and will
mature on February 1, 2029, unless earlier converted, redeemed or
repurchased. Noteholders will have the right to convert their notes
in certain circumstances and during specified periods. Rocket Lab
will settle conversions by paying or delivering, as applicable,
cash, shares of its common stock, par value $0.0001 per share
(“common stock”), or a combination of cash and shares of its common
stock, at Rocket Lab’s election. The notes will be redeemable, in
whole or in part (subject to certain limitations), for cash at
Rocket Lab’s option at any time, and from time to time, on or after
February 1, 2027 and on or before the 40th scheduled trading day
immediately before the maturity date, but only if the last reported
sale price per share of the common stock exceeds 130% of the
conversion price for a specified period of time and certain
liquidity conditions have been satisfied. 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. The interest rate, initial conversion rate and
other terms of the notes will be determined at the pricing of the
offering.
Rocket Lab intends to use a portion of the net proceeds from the
offering to pay the cost of entering into the capped call
transactions described below. Additionally, Rocket Lab intends to
use approximately $40 million of the net proceeds from the offering
to repay a portion of its borrowings under its equipment financing
agreement, including accrued and unpaid interest on such
borrowings. Rocket Lab intends to use the remainder of the net
proceeds for working capital or other general corporate purposes,
which may include potential acquisitions and strategic
transactions. If the initial purchasers exercise their option to
purchase additional notes, Rocket Lab expects to use a portion of
the net proceeds from the sale of the additional notes to enter
into additional capped call transactions and the remainder of such
net proceeds for working capital or other general corporate
purposes, which may include potential acquisitions and strategic
transactions. From time to time, Rocket Lab evaluates potential
strategic transactions and acquisitions of businesses, technologies
or products.
Contemporaneously with the pricing of the notes, Rocket Lab
expects to enter into privately negotiated capped call transactions
(the “capped call transactions”) with one or more of the initial
purchasers or their respective affiliates and/or other financial
institutions (the “option counterparties”). The capped call
transactions will cover, subject to customary adjustments, the
number of shares of common stock that will initially underlie the
notes. The capped call transactions are expected generally to
reduce or offset potential dilution to the common stock upon any
conversion of the notes and/or at Rocket Lab’s election (subject to
certain conditions) offset any potential cash payments we are
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, Rocket Lab expects to enter into
additional capped call transactions with the option
counterparties.
Rocket Lab has been advised that, in connection with
establishing their initial hedges of the capped call transactions,
the option counterparties or their respective affiliates expect to
purchase shares of common stock and/or enter into various
derivative transactions with respect to the common stock
concurrently with or shortly after the pricing of the notes. This
activity 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, the option counterparties and/or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to the common stock
and/or purchasing or selling the common stock or other securities
of Rocket Lab 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 on each exercise date of the
capped call transactions, which are expected to occur during the 40
trading day period beginning on the 41st scheduled trading day
prior to the maturity date of the notes, or following Rocket Lab’s
election to terminate any portion of the capped call transactions
in connection with any repurchase, redemption or early conversion
of the notes). This activity could cause or avoid an increase or a
decrease in the market price of the common stock or the notes,
which could affect a noteholder’s ability to convert its notes and,
to the extent the activity occurs following conversion or during
any observation period related to a conversion of notes, it could
affect the number of shares of common stock and/or value of the
consideration that a noteholder will receive upon conversion of its
notes. The notes will be offered only to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
under the Securities Act. 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 absent registration or except pursuant to an
applicable 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 Rocket Lab
Rocket Lab is a global leader in launch and space systems.
Rocket Lab’s Electron launch vehicle is the second most frequently
launched U.S. rocket annually and has delivered more than 176
satellites to orbit for commercial and Government partners,
including NASA, the U.S. Air Force, DARPA and the NRO. Rocket Lab
also delivers proven suborbital hypersonic launch capability with
its HASTE launch vehicle. Building on the deep heritage of
Electron, Rocket Lab is developing Neutron, an advanced 13-tonne
payload class, reusable launch vehicle tailored for constellation
deployment and interplanetary missions. Rocket Lab is also a
premier supplier of advanced satellites, flight-proven subsystems
and spacecraft components. At a component level, Rocket Lab
spacecraft technology spans space solar power, composite
structures, flight software, star trackers, reaction wheels,
separation systems, and more. Rocket Lab satellite technology and
components have been integrated into more than 1,700 satellite
missions globally.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. We intend such forward-looking statements to be covered by
the safe harbor provisions for forward looking statements contained
in Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”) and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). All statements contained in
this press release other than statements of historical fact,
including, without limitation, express or implied statements
regarding the terms of the proposed offering of the notes and
capped call transactions, including our expectations with respect
to granting the initial purchasers of the offering a 13-day option
to purchase additional notes, our intentions with respect to the
use of proceeds, and the completion, timing and size of the
proposed notes offering and capped call transactions, are
forward-looking statements. The words “believe,” “may,” “will,”
“estimate,” “potential,” “continue,” “anticipate,” “intend,”
“expect,” “strategy,” “future,” “could,” “would,” “project,”
“plan,” “target,” and similar expressions are intended to identify
forward-looking statements, though not all forward-looking
statements use these words or expressions. These statements are
neither promises nor guarantees, but involve known and unknown
risks, uncertainties and other important factors that may cause our
actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by the forward-looking statements, including
but not limited to the factors, risks and uncertainties included in
our Annual Report on Form 10-K for the fiscal year ended December
31, 2022, as such factors may be updated from time to time in our
other filings with the Securities and Exchange Commission (the
“SEC”), accessible on the SEC’s website at www.sec.gov, which could
cause our actual results to differ materially from those indicated
by the forward-looking statements made in this press release. Any
such forward-looking statements represent management’s estimates as
of the date of this press release. While we may elect to update
such forward-looking statements at some point in the future, we
disclaim any obligation to do so, even if subsequent events cause
our views to change.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240131263297/en/
Rocket Lab Investor Relations Contact: Colin Canfield
investors@rocketlabusa.com
Rocket Lab Media Contact: Morgan Bailey
media@rocketlabusa.com
Rocket Lab USA (NASDAQ:RKLB)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Rocket Lab USA (NASDAQ:RKLB)
Gráfica de Acción Histórica
De May 2023 a May 2024