Company plans to enter into capped call
transactions and repurchase shares of its common stock to
opportunistically create value for shareholders
MP Materials Corp. (NYSE: MP) (“MP Materials” or the “Company”)
today announced that it plans to offer, subject to market and other
conditions, $500 million principal amount of its Convertible Senior
Notes due 2030 (the “notes”) through a private offering to persons
reasonably believed to be qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”). MP Materials expects to grant the initial
purchasers an option to purchase, for settlement within a 13-day
period beginning on, and including, the date MP Materials first
issues the notes, up to an additional $75 million principal amount
of notes.
The notes will be senior unsecured obligations of MP Materials,
and interest will be payable semi-annually in arrears on March 1
and September 1 of each year, beginning on September 1, 2024. The
notes will mature on March 1, 2030, unless earlier converted,
redeemed or repurchased. In certain circumstances and during
certain periods, the notes may be converted into cash, shares of MP
Materials’ common stock (the “common stock”), or a combination of
cash and shares of common stock, at MP Materials’ election.
MP Materials intends to use the net proceeds from the offering
of the notes (i) to fund the cost of entering into the capped call
transactions described below, (ii) to repurchase up to $300 million
of shares of common stock as described below, (iii) to repurchase a
portion of its 0.25% green convertible senior notes due 2026 (the
“2026 notes”) as described below, and (iv) for general corporate
purposes.
In connection with the offering, MP Materials expects to enter
into privately negotiated capped call transactions with one or more
of the initial purchasers of the notes, their respective affiliates
and/or other financial institutions (the “capped call
counterparties”). The capped call transactions will cover, subject
to anti-dilution adjustments substantially similar to those
applicable to the notes, the number of shares of the common stock
that will initially underlie the notes, assuming the initial
purchasers do not exercise their option to purchase additional
notes. The capped call transactions are expected generally to
reduce potential dilution to the common stock upon conversion of
the notes and/or offset any cash payments that MP Materials could
be required to make in excess of the principal amount of any
converted notes upon conversion thereof, 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, MP
Materials expects to enter into additional capped call transactions
with the capped call counterparties.
In connection with establishing their initial hedges of the
capped call transactions, the capped call counterparties have
advised MP Materials that they or their respective affiliates
expect to enter into various derivative transactions with respect
to the common stock concurrently with, or shortly after, the
pricing of the notes, and may unwind these various derivative
transactions and purchase our common stock in open market
transactions 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 capped call counterparties 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 of MP
Materials’ securities in secondary market transactions following
the pricing of the notes and prior to the maturity of the notes
(and are likely to do so during any observation period related to a
conversion of a note). 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 noteholders’ ability 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 and value of the consideration that noteholders
will receive upon conversion of the notes.
Concurrently with the offering, the Company expects to enter
into one or more separate and individually negotiated transactions
with one or more holders of the 2026 notes to repurchase for cash a
portion of the 2026 notes on terms to be negotiated with each
holder (the “note repurchases”). The Company expects that holders
of the 2026 notes that sell their 2026 notes to the Company in any
note repurchase transaction may enter into or unwind various
derivatives with respect to the common stock and/or purchase or
sell shares of the common stock in the market to hedge their
exposure in connection with these transactions. In particular, the
Company expects that many holders of the 2026 notes employ a
convertible arbitrage strategy with respect to the 2026 notes and
have a short position with respect to the common stock that they
would close, through purchases of the common stock and/or the entry
into or unwind of economically equivalent derivatives transactions
with respect to the common stock, in connection with the Company’s
repurchase of its 2026 notes for cash. 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 and could result in a higher
effective conversion price for the notes.
Concurrently with the offering and the note repurchases, the
Company expects to repurchase up to $300 million of shares of
common stock from purchasers of notes in privately negotiated
transactions effected with or through one of the initial purchasers
or its affiliate, pursuant to a newly adopted share repurchase
program, at a purchase price per share equal to the last reported
share price per share of the common stock on the date of the
pricing of the offering. These repurchases could increase (or
reduce the size of any decrease in) the market price of the common
stock prior to or concurrently with the pricing of the notes, and
could result in a higher effective conversion price for the
notes.
The notes and the shares of common stock issuable upon
conversion of the notes have not been, and will not be, registered
under the Securities Act, or under any state securities laws, and
may not be offered or sold in the United States without
registration under, or an applicable exemption from, the
registration requirements. This press release is not an offer to
sell, nor is it a solicitation of an offer to buy, these
securities, nor shall there be any sale of these securities in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any state or any jurisdiction. It is issued
pursuant to Rule 135c under the Securities Act.
About MP Materials
MP Materials (NYSE: MP) produces specialty materials that are
vital inputs for electrification and other advanced technologies.
MP’s Mountain Pass facility is America’s only scaled rare earth
production source. The Company is currently expanding its
manufacturing operations downstream to provide a full supply chain
solution from materials to magnetics.
Join the MP Materials community on X, YouTube, and LinkedIn.
Forward-Looking Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements under Section 27A
of the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements may be identified by the use of the words such as
“estimate,” “plan,” “shall,” “may,” “project,” “forecast,”
“intend,” “expect,” “anticipate,” “believe,” “seek,” “target,” or
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
expectations regarding the proposed notes offering and the use of
proceeds therefrom. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of our management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of MP
Materials. These forward-looking statements are subject to a number
of risks and uncertainties, including, without limitation, those
discussed in MP Materials’ Annual Report on Form 10-K filed on
February 28, 2024 under the heading “Risk Factors” and other
documents filed by MP Materials with the SEC. If any of these risks
materialize or our assumptions prove incorrect, actual results
could differ materially from the results implied by these
forward-looking statements. There may be additional risks that MP
Materials does not presently know or that MP Materials currently
believes are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. In
addition, forward-looking statements reflect MP Materials’
expectations, plans or forecasts of future events and views as of
the date of this press release. MP Materials anticipates that
subsequent events and developments will cause MP Materials’
assessments to change. However, while MP Materials may elect to
update these forward-looking statements at some point in the
future, MP Materials specifically disclaims any obligation to do
so, unless required by applicable law. These forward-looking
statements should not be relied upon as representing MP Materials’
assessments as of any date subsequent to the date of this press
release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240304286242/en/
Investors: Martin Sheehan IR@mpmaterials.com
Media: Matt Sloustcher media@mpmaterials.com
MP Materials (NYSE:MP)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
MP Materials (NYSE:MP)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024