MP Materials Announces Exchanges of a Portion of its 0.25% Green Convertible Senior Notes due 2026, Representing a Net Reduction of $25 Million of Outstanding Indebtedness
09 Diciembre 2024 - 6:04PM
Business Wire
MP Materials Corp. (NYSE: MP) (“MP Materials” or the “Company”)
today announced that on December 9, 2024, it entered into separate,
privately negotiated exchange agreements (the “Exchange
Agreements”) with a limited number of holders of its 0.25% green
convertible senior notes due 2026 (the “2026 Convertible Notes”).
Pursuant to the Exchange Agreements, the Company will exchange
approximately $131.6 million aggregate principal amount of the 2026
Convertible Notes for approximately $106.6 million aggregate
principal amount of the Company’s 3.00% convertible senior notes
due 2030 (the “2030 Convertible Notes”). The newly issued 2030
Convertible Notes will be part of the same series as the Company’s
existing 2030 Convertible Notes. The exchanges are expected to
settle on or about December 16, 2024, subject to customary closing
conditions.
Upon completion of the exchanges, the aggregate principal amount
of the 2026 Convertible Notes outstanding will be approximately
$78.4 million, and the aggregate principal amount of the 2030
Convertible Notes outstanding will be approximately $854.1 million,
representing a net reduction of $25 million of outstanding
indebtedness.
The Company expects that some or all of the holders of the 2026
Convertible Notes that are exchanged by the Company may purchase
shares of the Company’s common stock in open market transactions or
enter into or unwind various derivatives with respect to the
Company’s common stock to unwind hedge positions that they have
with respect to their investments in the 2026 Convertible Notes.
The Company also expects that some or all holders of the newly
issued 2030 Convertible Notes may sell shares of the Company’s
common stock in open market transactions or enter into various
derivatives with respect to the Company’s common stock to hedge
their investments in the 2030 Convertible Notes. These transactions
may cause or avoid an increase or decrease in the market price of
the Company’s common stock, the effect of which may be
material.
In connection with the exchanges, the Company has been advised
that J. Wood Capital Advisors LLC (“JWCA”), the Company’s financial
advisor with respect to the exchanges, intends to purchase
approximately 750,000 shares of the Company’s common stock
concurrently with the exchanges in privately negotiated
transactions from certain purchasers of the 2030 Convertible Notes
through a financial intermediary at a discount to the last reported
sale price of the Company’s common stock on December 9, 2024. JWCA
has also agreed not to sell such shares of common stock for 30
days. Such concurrent purchases by JWCA of the Company’s common
stock could increase (or reduce the size of any decrease in) the
market price of the Company’s common stock or the 2030 Convertible
Notes.
The exchanges and any common stock issuable upon conversion of
the 2030 Convertible Notes have not been, and will not be,
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or any other securities laws, and the 2030
Convertible Notes and any such common stock 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 2026 Convertible Notes, the 2030 Convertible Notes or any
common stock issuable upon conversion of the 2030 Convertible
Notes, nor will there be any sale of the 2030 Convertible Notes or
any such common stock, in any state or other jurisdiction in which
such offer, sale or solicitation would be unlawful.
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.
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 exchanges. 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,”
MP Materials’ subsequent Quarterly Reports on Form 10-Q 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20241209869131/en/
Investors: Martin Sheehan IR@mpmaterials.com
Media: Matt Sloustcher media@mpmaterials.com
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