Exhibit 99.2
Rivian Automotive, Inc. Announces Proposed Green Convertible Senior Notes Offering
IRVINE, Calif.(BUSINESS WIRE)October 4, 2023Rivian Automotive, Inc. (Nasdaq: RIVN) (Rivian) today announced its intention to
offer, subject to market and other conditions, $1,500,000,000 aggregate principal amount of green convertible senior notes due 2030 (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 $225,000,000 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 October 15, 2030, 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 Rivians election.
The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Rivians option at any time, and from time to time, on or
after October 20, 2027 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 Rivians 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 allocate an amount equal to 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 projects (such projects, Eligible Green Projects), in alignment with the guidelines of the Green Bond
Principles, 2021. Eligible Green Projects 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 full allocation of an amount equal to the net proceeds from the offering to Eligible Green Projects, Rivian may temporarily invest the remainder of the net proceeds
from the offering in cash, cash equivalents, and/or high-quality marketable securities, and will not knowingly invest in operations that result in an overall net increase in greenhouse gas emissions.
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