Rivian Automotive, Inc. Announces Proposed Green Convertible Senior Notes Offering
March 06 2023 - 5:38PM
Business Wire
Rivian Automotive, Inc. (Nasdaq: RIVN) (“Rivian”) today
announced its intention to offer, subject to market and other
conditions, $1,300,000,000 aggregate principal amount of 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”). Rivian also 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 $200,000,000 principal amount of notes.
The notes will be senior, unsecured obligations of Rivian, will
accrue interest payable semi-annually in arrears and will mature on
March 15, 2029, unless earlier repurchased, redeemed or converted.
Noteholders will have the right to convert their notes in certain
circumstances and during specified periods. 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 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 certain events that constitute a “fundamental change” occur,
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.
The interest rate, initial conversion rate and other terms of
the notes will be determined at the pricing of the offering.
Rivian intends to use the net proceeds from the offering to
finance, refinance, 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 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 anticipated terms of the notes
being offered, the completion, timing and size of the proposed
offering and the intended use of the 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, including market interest
rates, the trading price and volatility of Rivian’s common stock
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
proposed offering described in this press release and, if the
proposed offering is consummated, cannot provide any assurances
regarding the final terms of the offering or the notes or 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/20230306005848/en/
Investor Contact ir@rivian.com Media Contact Harry
Porter, media@rivian.com
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